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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
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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)
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Maryland
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20-0154352 |
(State or other jurisdiction
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(I.R.S. Employer |
of incorporation or organization)
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Identification No.) |
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1525 Pointer Ridge Place
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20716 |
Bowie, Maryland
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(Zip Code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code: (301) 430-2500
Securities registered pursuant to Section 12(b) of the Act:
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Common stock, par value $0.01 per share
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Name of exchange on which registered |
(Title of each class)
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The NASDQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Act.
o Yes þ No
Indicate by checkmark 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 þ No o
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. þ
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. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
o Yes þ No
The aggregate market value of the common equity held by non-affiliates was $37,218,680 as of
June 29, 2007, based on a sales price of $9.75 per share of Common Stock, which is the sales price
at which the Common Stock was last traded on June 29, 2007 as reported by the NASDAQ Stock Market
LLC.
The number of shares outstanding of the issuers Common Stock was 4,049,951 as of February 29,
2008.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2008 Annual Meeting of Stockholders of Old Line Bancshares,
Inc., to be filed with the Securities and Exchange Commission no later than 120 days after the
close of the fiscal year, are incorporated by reference in Part III of this Annual Report on Form
10-K.
OLD LINE BANCSHARES, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
TABLE OF CONTENTS
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Page # |
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Part I
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Item 1. |
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Business |
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Item 1A. |
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Risk Factors |
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Item 1B. |
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Unresolved Staff Comments |
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Item 2. |
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Properties |
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Item 3. |
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Legal Proceedings |
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Item 4. |
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Submission of Matters to a Vote of Security Holders |
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Part II
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Item 5. |
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Market for Registrants Common Equity Related Stockholder Matters and Issuer
Purchases of Equity Securities |
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Item 6. |
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Selected Financial Data |
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25 |
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Item 7. |
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Managements Discussion and Analysis of Financial Condition
And Results of Operations |
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Item 7A. |
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Quantitative and Qualitative Disclosure About Market Risk |
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54 |
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Item 8. |
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Financial Statements and Supplementary Data |
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57 |
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Report of Independent Registered Public Accounting Firm |
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Consolidated
Balance Sheets December 31, 2007, 2006 and 2005 |
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Consolidated Statements of Income for the years ended
December 31, 2007, 2006 and 2005 |
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Consolidated Statement of Changes in Stockholders Equity For
the years ended December 31, 2007, 2006 and 2005 |
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Consolidated Statements of Cash Flows For the years ended
December 31, 2007, 2006 and 2005 |
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Notes to Consolidated Financial Statements |
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Item 9. |
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Changes in and Disagreements with Accountants on Accounting
And Financial Disclosure |
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86 |
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Item 9A. |
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Controls and Procedures |
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Item 9B. |
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Other Information |
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86 |
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PART III
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Item 10. |
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Directors, Executive Officers and Corporate Governance |
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87 |
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Item 11. |
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Executive Compensation |
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87 |
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Item 12. |
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Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters |
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87 |
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Item 13. |
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Certain Relationships and Related Transactions and Director Independence. |
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Item 14. |
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Principal Accounting Fees and Services |
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88 |
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PART IV
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Item 15. |
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Exhibits, Financial Statements Schedules |
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89 |
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PART I
Item 1. Business
Business of Old Line Bancshares, Inc.
Old Line Bancshares, Inc. 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, Inc. is to own all of the capital stock of Old Line Bank.
On May 22, 2003, the stockholders of Old Line Bank approved the reorganization of Old Line
Bank into a holding company structure. The reorganization became effective at 12:01 a.m. on
September 15, 2003. In connection with the reorganization, (i) Old Line Bank became our
wholly-owned subsidiary and (ii) each outstanding share (or fraction thereof) of Old Line Bank
common stock was converted into one share (or fraction thereof) of Old Line Bancshares, Inc. common
stock, and the former holders of Old Line Bank common stock became the holders of all our
outstanding shares.
Our primary business is to own all of the capital stock of Old Line Bank. We also have an
approximately $806,000 investment in a real estate investment limited liability company named
Pointer Ridge Office Investment, LLC (Pointer Ridge). We own 50% of Pointer Ridge.
In October 2005, we completed a public offering of 2,096,538 shares of common stock at an
offering price of $9.75 per share and received $19.2 million in net offering proceeds,
substantially all of which we invested in Old Line Bank.
Business of Old Line Bank
General
Old Line Bank is a trust company chartered under Subtitle 2 of Title 3 of the Financial
Institutions Article of the Annotated Code of Maryland. Old Line Bank was originally chartered in
1989 as a national bank under the title Old Line National Bank. In June 2002, Old Line Bank
converted to a Maryland-chartered trust company exercising the powers of a commercial bank, and
received a Certificate of Authority to do business from the Maryland Commissioner of Financial
Regulation.
Old Line Bank converted from a national bank to a Maryland-chartered trust company to reduce
certain federal, supervisory and application fees that were then applicable to Old Line National
Bank and to have a local primary regulator. Prior to the conversion, Old Line Banks primary
regulator was the Office of the Comptroller of the Currency. Currently, Old Line Banks primary
regulator is the Maryland Commissioner of Financial Regulation.
Old Line Bank does not exercise trust powers and its regulatory structure is the same as a
Maryland chartered commercial bank. Old Line Bank is a member of the Federal Reserve System and
the Federal Deposit Insurance Corporation insures its deposits.
We are headquartered in Bowie, Maryland, approximately 10 miles east of Andrews Air Force Base
and 20 miles east of Washington, D.C. We engage in a general commercial banking business, making
various types of loans and accepting deposits. We market our financial services to small to medium
sized businesses, entrepreneurs, professionals, consumers and high net worth clients. Our current
primary market area is the suburban Maryland (Washington, D.C. suburbs) counties of Prince
Georges, Charles, Anne Arundel and northern St. Marys. We also target customers throughout the
greater Washington, D.C. metropolitan area. Our branch offices generally operate six days per week
from 8:00 a.m. until 7:00 p.m. on weekdays and from 8:00 a.m. until noon on Saturday. None of our
branch offices are open on Sunday.
1
Our principal source of revenue is interest income and fees generated by lending and investing
funds on deposit. We typically balance the loan and investment portfolio towards loans. Generally
speaking, loans earn more attractive returns than investments and are a key source of product cross
sales and customer referrals. Our loan and investment strategies balance the need to maintain
adequate liquidity via excess cash or federal funds sold with opportunities to leverage our capital
appropriately.
We have based our strategic plan on the premise of enhancing stockholder value and growth
through branching and operating profits. Our short-term goals include maintaining credit quality,
creating an attractive branch network, expanding fee income, generating extensions of core banking
services and using technology to maximize stockholder value.
Recent Business Developments
Branch Expansion Developments
In June 2007, we opened a new branch in Greenbelt (Prince Georges County), Maryland.
Initially, we opened this branch on the 1st floor of an office building located at 6301
Ivy Lane, Greenbelt, Maryland. Upon completion of construction of a bank building, we plan to move
this branch to the southwest corner of the intersection of Kenilworth Avenue and Ivy Lane,
Greenbelt, Maryland. In April 2007, we hired the Branch Manger for this location and hired the
remainder of the staff in May and September of 2007.
In July 2007, we identified a site for a second branch location in Bowie, Maryland.
Currently, the landlord is preparing a pad site. Assuming the landlord completes the preparation
of the pad site and meets all of the conditions of the lease, we plan to lease the pad site and
construct a branch. The pad site is located in the Fairwood Office Park in Bowie, Maryland. We
anticipate we will open this branch in late 2008 or early 2009.
In addition, in March 2008, we opened a new branch in College Park (Prince Georges County),
Maryland at 9658 Baltimore Avenue, College Park Maryland. This branch is in the same building as
the loan production office that houses our team of loan officers. We hired the Branch Manager and
staff for this location in February 2008.
Additional Personnel Commercial, Construction and Commercial Real Estate Lending
In September 2007, we hired a new Vice President of Commercial Lending for our Waldorf office.
This individuals professional background includes a twenty year career with a large, regional
financial institution where she earned successive promotions and had numerous professional
accomplishments. We believe that her experience and success in the banking industry will further
enhance Old Line Banks service and commitment to the southern Maryland market.
In April 2007, we hired a new Senior Vice President of Commercial Lending. This individual is
a skilled commercial lender who has worked in the Anne Arundel and Prince Georges County markets
for over 25 years. We believe that with his qualifications and through his long term associations
with businesses and prominent individuals, he will develop new lending and deposit opportunities
for us in these markets. Initially, he will work from our Bowie headquarters.
We hired a Senior Vice President of Commercial Lending, in August 2006, who has over 30 years
of lending experience and is a significant addition to our lending team. This individual operated
from a loan production office in Gaithersburg (Montgomery County), Maryland. This lenders
expertise and market knowledge allowed us to expand our presence into southern Montgomery County
and the District of Columbia. In February 2008, this individual resigned his position with the
bank and we plan to terminate our lease on the Gaithersburg office. We do not expect that this
individuals departure will negatively impact our loan growth in a material manner.
2
Old Line Marine Division
In February 2005, we established Old Line Marine as a division of Old Line Bank to serve as a
luxury boat loan broker and to originate loans for Old Line Bank.
High gasoline prices and general concerns about the economy caused weakness in the marine
industry. Because of the losses experienced in this division and because we do not foresee an
imminent improvement in the marine industry, in September of 2007, we closed this division and
released the employees associated with it.
Addition to the Board of Directors
In February 2007, we announced the appointment of John M. Suit, II to our Board of Directors.
Mr. Suit formerly served as President and Chief Executive Officer of Farmers National Bancorp and
Farmers National Bank of Maryland from 1989-1996 and later as Chairman of the Board of Farmers Bank
of Maryland from 1996-2003. Most recently, following the 2003 Branch Bank and Trust (BB&T)
acquisition of Farmers Bank of Maryland, Mr. Suit was a senior advisor and Senior Vice President
for BB&T.
Location and Market Area
We consider our current primary market area to consist of the suburban Maryland (Washington,
D.C. suburbs) counties of Prince Georges, Anne Arundel, Charles and northern St. Marys. The
economy in our current primary market area has focused on real estate development, high technology,
retail and the government sector.
In the second quarter of 2006, we moved our headquarters location from Waldorf, Maryland to
the Pointer Ridge location in Bowie, Maryland in Prince Georges County and we established a new
branch at the Pointer Ridge location. A critical component of our strategic plan and future growth
is Prince Georges County. Prince Georges County wraps around the eastern boundary of Washington,
D.C. and offers urban, suburban and rural settings for employers and residents. There are several
national and international airports less than an hour away, as is Baltimore. We currently have
five branch locations in Prince Georges County including our newest branch, which opened in 2008.
In August 2005, we opened a loan production office in College Park, Prince Georges County. In
March, 2008 we opened a branch in the office building in which the loan production office is
located and a new branch in Greenbelt, Prince Georges County in June, 2007. We expect to open an
additional branch in Bowie, Prince Georges County in late 2008 or early 2009.
Two of our branch offices are located in Waldorf, Maryland in Charles County. Just 15 miles
south of the Washington Capital Beltway, Charles County is the gateway to Southern Maryland. The
northern part of Charles County is the development district where the commercial, residential and
business growth is focused. Waldorf, White Plains and the planned community of St. Charles are
located here.
As part of our expansion efforts, in July 2004, Old Line Bank executed a lease and applied to
regulatory authorities to open a branch at 1641 State Route 3 North, Crofton, Maryland in Anne
Arundel County, approximately 10 miles north of the Bowie, Maryland main office. In August 2004,
we received regulatory authority to open the branch. We anticipated that construction of the
building in which we plan to locate the branch would begin during the second or third quarter of
2006 and we expected to open the branch in the first quarter of 2007. However, the owner of the
property was unable to complete the requirements contained in the lease and begin construction of
the branch. Construction at this location began in late 2007. We expect to open this branch
during the fourth quarter of 2008 or the first quarter of 2009.
We plan to open an additional branch in Annapolis, Anne Arundel County in 2008. Anne Arundel
County borders the Chesapeake Bay and is situated in the high-tech corridor between Baltimore and
Washington, D.C. With over 534 miles of shoreline, it provides waterfront living to many
residential communities. Annapolis, the State Capital and home to the United States Naval Academy,
and Baltimore/Washington International Thurgood Marshal Airport (BWI) are located in Anne Arundel
County. Anne Arundel County has one of the strongest economies in the State of Maryland and its
unemployment rate is consistently below the national average.
3
Lending Activities
General. Our primary market focus is on making loans to small and medium size businesses,
entrepreneurs, professionals, consumers and high net worth clients in our primary market area. Our
lending activities consist generally of short to medium term commercial business loans, commercial
real estate loans, real estate construction loans, home equity loans and consumer installment
loans, both secured and unsecured. As a niche-lending product, we provide luxury boat financing to
individuals, who generally tend to be high net worth individuals. These boats are generally Coast
Guard documented and have a homeport of record in the Chesapeake Bay or its tributaries.
Credit Policies and Administration. We have adopted a comprehensive lending policy, which
includes stringent underwriting standards for all types of loans. Our lending staff follows
pricing guidelines established periodically by our management team. In an effort to manage risk,
prior to funding, the loan committee consisting of the President, Chief Credit Officer, Chief
Lending Officer and six members of the Board of Directors must approve by a majority vote all
credit decisions in excess of a lending officers lending authority. Management believes that it
employs experienced lending officers, secures appropriate collateral and carefully monitors the
financial condition of its borrowers and the concentration of loans in the portfolio.
In addition to the normal repayment risks, all loans in the portfolio are subject to the state
of the economy and the related effects on the borrower and/or the real estate market. With the
exception of loans provided to finance luxury boats, generally longer-term loans have periodic
interest rate adjustments and/or call provisions. Senior management monitors the loan portfolio
closely to ensure that we minimize past due loans and that we swiftly deal with potential problem
loans.
In addition to the internal business processes employed in the credit administration area, Old
Line Bank retains an outside, independent credit review firm to review the loan portfolio. This
firm performs a detailed annual review and an interim update at least once a year. We use the
results of the firms report to validate our internal loan ratings and we review their commentary
on specific loans and on our loan administration activities in order to improve our operations.
Commercial Business Lending. Our commercial business lending consists of lines of credit,
revolving credit facilities, accounts receivable financing, term loans, equipment loans, SBA loans,
stand-by letters of credit and unsecured loans. We originate commercial loans for any business
purpose including the financing of leasehold improvements and equipment, the carrying of accounts
receivable, general working capital, contract administration 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 higher average balances, increased difficulty monitoring and a higher risk of default
since their repayment generally depends on the successful operation of the borrowers business.
To help manage this risk, we typically limit these loans to proven businesses and we generally
obtain appropriate collateral and personal guarantees from the borrowers principal owners and
monitor the financial condition of the business. For loans in excess of $250,000, monitoring
usually includes a review of the borrowers annual tax returns and updated financial statements.
Commercial Real Estate Lending. We finance commercial real estate for our clients, usually
for owner occupied properties. We generally will finance owner-occupied commercial real estate at
a maximum loanto-value of 80%. Our underwriting policies and processes focus on the clients
ability to repay the loan as well as an assessment of the underlying real estate. We originate
commercial real estate loans on a fixed rate or adjustable rate basis. Usually, these rates adjust
during a three, five or seven year time period based on the then current treasury or prime rate
index. Repayment terms include amortization schedules ranging from three years to a maximum of 25
years with principal and interest payments due monthly and with all remaining principal due at
maturity.
4
Commercial real estate lending entails significant additional risks as compared with
residential mortgage lending. Risks inherent in managing a 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 borrowers ability to repay. We attempt to mitigate these risks by
carefully underwriting these loans. Our underwriting generally includes an analysis of the
borrowers capacity to repay, the current collateral value, a cash flow analysis and review of the
character of the borrower and current and prospective conditions in the market. We generally limit
loans in this category to 75%-85% of the value of the property and require personal and/or
corporate guarantees. For loans of this type in excess of $250,000, 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 will meet with the borrower and/or perform site
visits as required.
Real Estate Construction Lending. This segment of our loan portfolio consists of funds
advanced for construction of single family residences, multi-family housing and commercial
buildings. These loans 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. All of these loans
are concentrated in our primary market area.
Construction lending entails significant risks compared with residential mortgage lending.
These risks involve larger loan balances concentrated with single borrowers with funds advanced
upon the security of the land or the project under construction. The value of the project is
estimated prior to the completion of construction. Thus, it is more difficult to evaluate
accurately the total loan funds required to complete a project and related loan-to-value ratios.
To mitigate these risks, we generally limit loan amounts to 80% of appraised values and obtain
first lien positions on the property. We generally only offer real estate construction financing
to experienced builders and commercial entities or individuals who have demonstrated the ability to
obtain a permanent loan take-out. 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
borrowers 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 bases. We
inspect each project as needed prior to advancing funds during the term of the construction loan.
Residential Real Estate Lending. We offer a variety of consumer-oriented residential real
estate loans. The bulk of our portfolio is made up of home equity loans to individuals with a loan
to value not exceeding 85%. 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 borrowers primary or secondary residence. Our initial underwriting includes an
analysis of the borrowers debt/income ratio which generally may not exceed 40%, collateral value,
length of employment and prior credit history. We do not have any sub-prime residential real
estate loans.
Consumer Installment Lending.
Luxury Boat Loans. We offer various types of secured and unsecured consumer loans. A
primary aspect of our consumer lending is our financing for luxury boat purchases ($17.6 million or
95.14% of the consumer loans, excluding consumer real estate, and 8.66% of gross loans at December
31, 2007). Our average loan in the luxury boat loan category is approximately $150,000, with a 17
year term and a fixed interest rate. Our internal analysis and industry statistics indicate that
the average life of these loans is approximately 42 months as the purchaser either trades or sells
the vessel. These loans entail greater risks than residential mortgage lending because the boats
that secure these loans are depreciable assets. Further, payment on these loans depends on the
borrowers continuing financial stability. Job loss, divorce, illness or personal bankruptcy may
adversely impact the borrowers ability to pay. To mitigate these risks, we have more stringent
underwriting standards for these loans than for other installment loans. As a general guideline,
the individuals debt service should not exceed 36% of their gross income, they must own their
home, have stability of employment and residency, verifiable liquidity, satisfactory prior credit
repayment history and the loan to value ratio may not exceed 85%. To ascertain value, we generally
receive a survey of the boat from a qualified surveyor and/or a current purchase agreement and
compare the determined value to published industry values. The majority of these boats are United
States Coast Guard documented vessels and we obtain a lien on the vessel with a first preferred
ship mortgage, where applicable, or a security interest on the title. As a result of these stringent guidelines, this segment of
our portfolio has experienced minimal delinquency. Since inception of the portfolio in 1997, only
three accounts have experienced 30-day delinquency with total losses in the portfolio of $20,000
from one account.
5
Personal and Household Loans. We also make consumer loans for personal, family or
household purposes as a convenience to our customer base. However, these loans are not a focus of
our lending activities. As a general guideline, a consumers total debt service should not exceed
40% of their gross income. The underwriting standards for consumer loans include a determination
of the applicants payment history on other debts and an assessment of his or her ability to meet
existing obligations and payments on the proposed loan.
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 borrowers continuing financial stability. If a borrower
suffers personal financial difficulties, the loan may not be repaid. 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 loan portfolio
due to the credit quality and liquidity of the borrowers.
Lending Limit. As of December 31, 2007, our legal lending limit for loans to one borrower was
approximately $4.9 million. As part of our risk management strategy, we may attempt to participate
a portion of larger loans to other financial institutions. This strategy allows Old Line Bank to
maintain customer relationships yet reduce credit exposure. However, this strategy may not always
be available.
Old Line Marine
In February 2005, we established Old Line Marine as a division of Old Line Bank to serve as a
boat loan broker and to originate loans for Old Line Bank. In 2007, high gasoline prices and an
anemic economy negatively impacted the performance of the marine division. Because of losses
experienced in this division and because we did not foresee an imminent improvement in the marine
industry, in September 2007, we closed this division and released the employees associated with it.
Investments and Funding
We balance our liquidity needs based on loan and deposit growth via the investment portfolio
and purchased funds. It is our goal to provide adequate liquidity to support our loan growth. In
the event we have excess liquidity, we use investments to generate positive earnings. In the event
deposit growth does not fully support our loan growth, we can use a combination of investment
sales, federal funds and other purchased funds to augment our funding position.
We actively monitor our investment portfolio and the majority of the portfolio is classified
as available for sale. In general, under such a classification, we may sell investment
instruments as management deems appropriate. On a monthly basis, we mark to market the
investment portfolio through an adjustment to stockholders equity net of taxes as required by
Statement of Financial Accounting Standards No. 115 (SFAS 115). Additionally, we use the
investment portfolio to balance our asset and liability position. We invest in fixed rate or
floating rate instruments as necessary to reduce our interest rate risk exposure.
Other Banking Products
We offer our customers safe deposit boxes, wire transfer services, debit cards, ATM machines
at all of our branch locations and credit cards through a third party processor. Additionally, we
provide Internet banking capabilities to our customers. With our Internet banking service, our
customers may view their accounts on-line and electronically remit bill payments. Our commercial
account services include direct deposit of payroll for our commercial clients employees, an
overnight sweep service and remote deposit capture service.
6
Deposit Activities
Deposits are the major source of our funding. We offer a broad array of deposit products that
include demand, NOW, money market and savings accounts as well as certificates of deposit. We
believe that we pay competitive rates on our interest bearing deposits. As a relationship-oriented
organization, we generally seek to obtain deposit relationships with our loan clients.
As our overall balance sheet position dictates, we may become more or less competitive in our
interest rate structure. Prior to 2006, we did not use brokered deposits. In the first quarter of
2006, we did begin using brokered certificates of deposit through the Promontory Interfinancial
Network. Through this deposit matching network and its certificate of deposit account registry
service (CDARS), we obtained the ability to offer our customers access to FDIC-insured deposit
products in aggregate amounts exceeding current insurance limits. When we place funds through
CDARS on behalf of a customer, we receive matching deposits through the network. In the fourth
quarter of 2006 and during 2007, we also purchased brokered certificates of deposit from other
sources.
Competition
The banking business is highly competitive. We compete with other commercial banks, savings
associations, credit unions, mortgage banking firms, consumer finance companies, securities
brokerage firms, insurance companies, money market mutual funds and other financial institutions
operating in our primary market area and elsewhere.
We believe that we have effectively leveraged our talents, contacts and location to achieve a
strong financial position. However, our primary market area is highly competitive and heavily
branched. Competition in our primary market area for loans to small and medium sized businesses,
entrepreneurs, professionals and high net worth clients is intense, and pricing is important. Most
of our competitors have substantially greater resources and lending limits than we do and offer
extensive and established branch networks and other services that we do not offer. Moreover,
larger institutions operating in our primary market area have access to borrowed funds at a lower
rate than is available to us. Deposit competition also is strong among institutions in our primary
market area. As a result, it is possible that to remain competitive we may need to pay above
market rates for deposits.
Employees
As of March 1, 2008, Old Line Bank had 53 full time and five part time employees. No
collective bargaining unit represents any of our employees and we believe that relations with our
employees are good. Old Line Bancshares, Inc. has no employees.
7
Supervision and Regulation
Old Line Bancshares, Inc. and Old Line Bank are subject to extensive regulation under state
and federal banking laws and regulations. These laws impose specific requirements and restrictions
on virtually all aspects of operations and generally are intended to protect depositors, not
stockholders. The following discussion is only a summary and readers should refer to particular
statutory and regulatory provisions for more detailed information. In addition, management cannot
predict the nature or the extent of the effect on business and earnings that new federal or state
legislation may have in the future.
Old Line Bancshares, Inc.
Old Line Bancshares, Inc. is a bank holding company under the Bank Holding Company Act of
1956, as amended. We are subject to regulation and examination by the Federal Reserve Board, and
are required to file periodic reports and any additional information that the Federal Reserve Board
may require. The Bank Holding Company Act generally prohibits a bank holding company from engaging
in activities other than banking, managing or controlling banks or other permissible subsidiaries
and acquiring or retaining direct or indirect control of any company engaged in any activities
closely related to banking or managing or controlling banks.
The Federal Reserve Board must approve, among other things, the acquisition by a bank holding
company of control of more than 5% of the voting shares, or substantially all the assets, of any
bank, or the merger or consolidation by a bank holding company with another bank holding company.
The Riegle-Neale Interstate Banking and Branching Efficiency Act of 1994 (the Riegle-Neal Act)
repealed many of the restrictions on interstate acquisitions of banks by bank holding companies in
September 1995. As a result of the Riegle-Neal Act, subject to certain time and deposit base
requirements, we can acquire a bank located in Maryland or any other state, and a bank holding
company located outside of Maryland can acquire any Maryland-based bank holding company or bank.
Subsidiary banks of a bank holding company are subject to certain restrictions imposed by
statute on any extensions of credit to the bank holding company or any of its subsidiaries, or
investments in their stock or other securities, and on taking such stock or securities as
collateral for loans to any borrower. Further, a bank holding company and any of its subsidiary
banks are prohibited from engaging in certain tie-in arrangements in connection with the extension
of credit. In 1997, the Federal Reserve Board adopted amendments to its Regulation Y, creating
exceptions to the Bank Holding Company Acts anti-tying prohibitions that give bank subsidiaries of
holding companies greater flexibility in packaging products and services with their affiliates.
In accordance with Federal Reserve Board policy, Old Line Bancshares, Inc. is expected to act
as a source of financial strength to Old Line Bank and to commit resources to support Old Line Bank
in circumstances in which Old Line Bancshares, Inc. might not otherwise do so. The Federal Reserve
Board may require a bank holding company to terminate any activity or relinquish control of a
non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the Federal Reserves
determination that such activity or control constitutes a serious risk to the financial soundness
or stability of any subsidiary depository institution of the bank holding company. Further,
federal bank regulatory authorities have additional discretion to require a bank holding company to
divest itself of any bank or non-bank subsidiary if the agency determines that divestiture may aid
the depository institutions financial condition.
The Federal Reserve Board imposes risk-based capital measures on bank holding companies in
order to insure their capital adequacy.
Old Line Bancshares, Inc., as a bank holding company, is subject to dividend regulations of
the Federal Reserve System. In general, a small bank holding company that has a debt to equity
ratio greater than 1:1 is not expected to pay corporate dividends until such time as its debt to
equity ratio declines to 1:1 or less and its bank subsidiary is otherwise well managed, well
capitalized and not under any supervisory order. Old Line Bancshares, Inc. is a small bank holding
company, and does not have a debt to equity ratio that is greater than 1:1.
8
Pursuant to authority granted under the Gramm-Leach-Bliley Act of 1999 (GLBA), a bank
holding company may elect to become a financial holding company and thereby engage in a broader
range of financial and other activities than are permissible for traditional bank holding companies. In order to
qualify for the election, all of the depository institution subsidiaries of the bank holding
company must be well capitalized and well managed, as defined by regulation, and all of its
depository institution subsidiaries must have achieved a rating of satisfactory or better with
respect to meeting community credit needs.
Pursuant to the GLBA, financial holding companies are permitted to engage in activities that
are financial in nature or incidental or complementary thereto and not a substantial risk to the
safety and soundness of the depository institution or the financial system in general, as
determined by the Federal Reserve Board. The GLBA identifies several activities as financial in
nature, including, among others, insurance underwriting and agency, investment advisory services,
merchant banking and underwriting, and dealing or making a market in securities. Being designated
a financial holding company will allow insurance companies, securities brokers and other types of
financial companies to affiliate with and/or acquire depository institutions. Old Line Bancshares,
Inc. does not currently intend to become a financial holding company.
Under Maryland law, an existing bank holding company that desires to acquire a Maryland
state-chartered bank or trust company, a federally-chartered bank with its main office in Maryland,
or a bank holding company that has its principal place of business in Maryland, must file an
application with the Maryland Commissioner of Financial Regulation. In approving the application,
the Maryland Commissioner of Financial Regulation must consider whether the acquisition may be
detrimental to the safety and soundness of the entity being acquired or whether the acquisition may
result in an undue concentration of resources or a substantial reduction in competition in
Maryland. The Maryland Commissioner of Financial Regulation may not approve an acquisition if, on
consummation of the transaction, the acquiring company, together with all its insured depository
institution affiliates, would control 30% or more of the total amount of deposits of insured
depository institutions in Maryland. The Maryland Commissioner of Financial Regulation has
authority to adopt by regulation a procedure to waive this requirement for good cause. In a
transaction for which approval of the Maryland Commissioner of Financial Regulation is not required
due to an exemption under Maryland law, or for which federal law authorizes the transaction without
application to the Maryland Commissioner of Financial Regulation, the parties to the acquisition
must provide written notice to the Maryland Commissioner of Financial Regulation at least 15 days
before the effective date of the transaction.
The status of Old Line Bancshares, Inc. as a registered bank holding company under the Bank
Holding Company Act and a Maryland-chartered bank holding company does not exempt it from certain
federal and state laws and regulations applicable to corporations generally, including, without
limitation, certain provisions of the federal securities laws.
Old Line Bank
Old Line Bank is a Maryland chartered trust company (with all powers of a commercial bank), is
a member of the Federal Reserve System (a state member bank) and the Bank Insurance Fund of the
FDIC insures its deposit accounts up to the maximum legal limits of the FDIC. It is subject to
regulation, supervision and regular examination by the Maryland Commissioner of Financial
Regulation and the Federal Reserve Board. The regulations of these various agencies govern most
aspects of Old Line Banks business, including required reserves against deposits, loans,
investments, mergers and acquisitions, borrowing, dividends and location and number of branch
offices. The laws and regulations governing Old Line Bank generally have been promulgated to
protect depositors and the deposit insurance funds, and not for the purpose of protecting
stockholders.
The following references to the laws and regulations which regulate Old Line Bank are brief
summaries thereof, do not purport to be complete, and are qualified in their entirety by reference
to such laws and regulations.
9
Branching and Interstate Banking
The federal banking agencies are authorized to approve interstate bank merger transactions
without regard to whether such transactions are prohibited by the law of any state, unless the home
state of one of the banks has opted out of the interstate bank merger provisions of the Riegle-Neal
Act by adopting a law after the date of enactment of the Riegle-Neal Act and prior to June 1, 1997
which applies equally to all out-of-state banks and expressly prohibits merger transactions
involving out-of-state banks. Interstate acquisitions of branches are
permitted only if the law of the state in which the branch is located permits such
acquisitions. Such interstate bank mergers and branch acquisitions are also subject to the
nationwide and statewide insured deposit concentration limitations described in the Riegle-Neal
Act.
The Riegle-Neal Act authorizes the federal banking agencies to approve interstate branching de
novo by national and state banks in states that specifically allow for such branching. The District
of Columbia, Maryland and Virginia have all enacted laws that permit interstate acquisitions of
banks and bank branches and permit out-of-state banks to establish de novo branches.
Gramm-Leach-Bliley Act
The GLBA substantially altered the statutory framework for providing banking and other
financial services in the United States of America. The GLBA, among other things, eliminated many
of the restrictions on affiliations among banks and securities firms, insurance firms, and other
financial service providers.
The GLBA also provides protections against the transfer and use by financial institutions of
consumers nonpublic personal information. A financial institution must provide to its customers,
at the beginning of the customer relationship and annually thereafter, the institutions policies
and procedures regarding the handling of customers nonpublic personal financial information. The
privacy provisions generally prohibit a financial institution from providing a customers personal
financial information to unaffiliated third parties unless the institution discloses to the
customer that the information may be so provided and the customer is given the opportunity to opt
out of such disclosure.
Capital Adequacy Guidelines
The Federal Reserve Board and the FDIC have adopted risk based capital adequacy guidelines
pursuant to which they assess the adequacy of capital in examining and supervising banks and in
analyzing bank regulatory applications. Risk-based capital requirements determine the adequacy of
capital based on the risk inherent in various classes of assets and off-balance sheet items.
State member banks are expected to meet a minimum ratio of total qualifying capital (the sum
of core capital (Tier 1) and supplementary capital (Tier 2)) to risk weighted assets of 8%. At
least half of this amount (4%) should be in the form of Tier 1 Capital. In general, this
requirement is similar to the capital that a bank must have in order to be considered adequately
capitalized under the prompt corrective action regulations. See Prompt Corrective Action. Old
Line Bank currently complies with this minimum requirement.
Tier 1 Capital generally consists of the sum of common stockholders equity and perpetual
preferred stock (subject in the case of the latter to limitations on the kind and amount of such
stock which may be included as Tier 1 Capital), less goodwill, without adjustment for changes in
the market value of securities classified as available for sale in accordance with SFAS 115.
Tier 2 Capital consists of the following: hybrid capital instruments; perpetual preferred stock
which is not otherwise eligible to be included as Tier 1 Capital; term subordinated debt and
intermediate-term preferred stock; and, subject to limitations, general allowances for loan losses.
Assets are adjusted under the risk-based guidelines to take into account different risk
characteristics, with the categories ranging from 0% (requiring no risk-based capital) for assets
such as cash, to 100% for the bulk of assets which are typically held by a commercial bank,
including certain multi-family residential and commercial real estate loans, commercial business
loans and consumer loans. Residential first mortgage loans on one to four family residential real
estate and certain seasoned multi-family residential real estate loans, which are not 90 days or
more past-due or non-performing and which have been made in accordance with prudent underwriting
standards are assigned a 50% level in the risk-weighing system, as are certain privately-issued
mortgage-backed securities representing indirect ownership of such loans. Off-balance sheet items
also are adjusted to take into account certain risk characteristics.
10
In addition to the risk-based capital requirements, the Federal Reserve Board has established
a minimum 3.0% Leverage Capital Ratio (Tier 1 Capital to total adjusted assets) requirement for the
most highly-rated banks, with an additional cushion of at least 100 to 200 basis points for all
other banks, which effectively increases the minimum Leverage Capital Ratio for such other banks to
4.0% 5.0% or more. The highest-rated banks are those that are not anticipating or experiencing
significant growth and have well diversified risk, including no undue
interest rate risk exposure, excellent asset quality, high liquidity, good earnings and, in
general, those which are considered a strong banking organization. A bank having less than the
minimum Leverage Capital Ratio requirement must, within 60 days of the date as of which it fails to
comply with such requirement, submit a reasonable plan describing the means and timing by which the
bank will achieve its minimum Leverage Capital Ratio requirement. A bank which fails to file such
a plan is deemed to be operating in an unsafe and unsound manner, and could be subject to a
cease-and-desist order. Any insured depository institution with a Leverage Capital Ratio that is
less than 2.0% is deemed to be operating in an unsafe or unsound condition pursuant to Section 8(a)
of the Federal Deposit Insurance Act (the FDIA) and is subject to potential termination of
deposit insurance. However, such an institution will not be subject to an enforcement proceeding
solely on account of its capital ratios if it has entered into and is in compliance with a written
agreement to increase its Leverage Capital Ratio and to take such other action as may be necessary
for the institution to be operated in a safe and sound manner. The capital regulations also
provide, among other things, for the issuance of a capital directive, which is a final order issued
to a bank that fails to maintain minimum capital or to restore its capital to the minimum capital
requirement within a specified time period.
Prompt Corrective Action
Under Section 38 of the FDIA, each federal banking agency is required to implement a system of
prompt corrective action for institutions that it regulates. The federal banking agencies have
promulgated substantially similar regulations to implement the system of prompt corrective action
established by Section 38 of the FDIA. Under the regulations, a bank will be deemed to be: (i)
well capitalized if it has a Total Risk Based Capital Ratio of 10.0% or more, a Tier 1 Risk Based
Capital Ratio of 6.0% or more, a Leverage Capital Ratio of 5.0% or more and is not subject to any
written capital order or directive; (ii) adequately capitalized if it has a Total Risk Based
Capital Ratio of 8.0% or more, a Tier 1 Risk Based Capital Ratio of 4.0% or more and a Tier 1
Leverage Capital Ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the
definition of well capitalized; (iii) undercapitalized if it has a Total Risk Based Capital
Ratio that is less than 8.0%, a Tier 1 Risk based Capital Ratio that is less than 4.0% or a
Leverage Capital Ratio that is less than 4.0% (3.0% under certain circumstances); (iv)
significantly undercapitalized if it has a Total Risk Based Capital Ratio that is less than 6.0%,
a Tier 1 Risk Based Capital Ratio that is less than 3.0% or a Leverage Capital Ratio that is less
than 3.0%; and (v) critically undercapitalized if it has a ratio of tangible equity to total
assets that is equal to or less than 2.0%.
An institution generally must file a written capital restoration plan which meets specified
requirements with an appropriate federal banking agency within 45 days of the date the institution
receives notice or is deemed to have notice that it is undercapitalized, significantly
undercapitalized or critically undercapitalized. A federal banking agency must provide the
institution with written notice of approval or disapproval within 60 days after receiving a capital
restoration plan, subject to extensions by the applicable agency.
An institution that is required to submit a capital restoration plan must concurrently submit
a performance guaranty by each company that controls the institution. Such guaranty will be limited
to the lesser of (i) an amount equal to 5.0% of the institutions total assets at the time the
institution was notified or deemed to have notice that it was undercapitalized or (ii) the amount
necessary at such time to restore the relevant capital measures of the institution to the levels
required for the institution to be classified as adequately capitalized. Such a guaranty will
expire after the federal banking agency notifies the institution that it has remained adequately
capitalized for each of four consecutive calendar quarters. An institution which fails to submit a
written capital restoration plan within the requisite period, including any required performance
guaranty, or fails in any material respect to implement a capital restoration plan, will be subject
to the restrictions in Section 38 of the FDIA which are applicable to significantly
undercapitalized institutions.
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Immediately upon becoming undercapitalized, an institution becomes subject to the provisions
of Section 38 of the FDIA, which (i) restrict payment of capital distributions and management fees;
(ii) require that the appropriate federal banking agency monitor the condition of the institution
and its efforts to restore its capital; (iii) require submission of a capital restoration plan;
(iv) restrict the growth of the institutions assets; and (v) require prior approval of certain
expansion proposals. The appropriate federal banking agency for an undercapitalized institution
also may take any number of discretionary supervisory actions if the agency determines that any of
these actions is necessary to resolve the problems of the institution at the least possible
long-term cost to the deposit insurance fund, subject in certain cases to specified procedures.
These discretionary supervisory actions include: requiring the institution to raise additional capital, restricting transactions with affiliates,
requiring divestiture of the institution or sale of the institution to a willing purchaser, and any
other supervisory action that the agency deems appropriate. These and additional mandatory and
permissive supervisory actions may be taken with respect to significantly undercapitalized and
critically undercapitalized institutions.
A critically undercapitalized institution will be placed in conservatorship or receivership
within 90 days unless the FDIC formally determines that forbearance from such action would better
protect the deposit insurance fund. Unless the FDIC or other appropriate federal banking
regulatory agency makes specific further findings and certifies that the institution is viable and
is not expected to fail, an institution that remains critically undercapitalized on average during
the fourth calendar quarter after the date it becomes critically undercapitalized must be placed in
receivership. The general rule is that the FDIC will be appointed as receiver within 90 days after
a bank becomes critically undercapitalized unless extremely good cause is shown and the federal
regulators agree to an extension. In general, good cause is defined as capital that has been
raised and is immediately available for infusion into the bank except for certain technical
requirements that may delay the infusion for a period of time beyond the 90 day time period.
Additionally, under Section 11(c)(5) of the FDIA, a conservator or receiver may be appointed
for an institution where: (i) an institutions obligations exceed its assets; (ii) there is
substantial dissipation of the institutions assets or earnings as a result of any violation of law
or any unsafe or unsound practice; (iii) the institution is in an unsafe or unsound condition; (iv)
there is a willful violation of a cease-and-desist order; (v) the institution is unable to pay its
obligations in the ordinary course of business; (vi) losses or threatened losses deplete all or
substantially all of an institutions capital, and there is no reasonable prospect of becoming
adequately capitalized without assistance; (vii) there is any violation of law or unsafe or
unsound practice or condition that is likely to cause insolvency or substantial dissipation of
assets or earnings, weaken the institutions condition, or otherwise seriously prejudice the
interests of depositors or the insurance fund; (viii) an institution ceases to be insured; (ix) the
institution is undercapitalized and has no reasonable prospect that it will become adequately
capitalized, fails to become adequately capitalized when required to do so, or fails to submit or
materially implement a capital restoration plan; or (x) the institution is critically
undercapitalized or otherwise has substantially insufficient capital.
Currently, Old Line Bank is well capitalized under the prompt corrective actions regulations.
Regulatory Enforcement Authority
The Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) included
substantial enhancement to the enforcement powers available to federal banking regulators,
including the Federal Reserve Board. This enforcement authority includes, among other things, the
ability to assess civil money penalties, to issue cease-and-desist or removal orders and to
initiate injunctive actions against banking organizations and institution-affiliated parties. In
general, these enforcement actions may be initiated for violations of laws and regulations and
unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement
action, including misleading or untimely reports filed with regulatory authorities. FIRREA
significantly increased the amount of and grounds for civil money penalties and requires, except
under certain circumstances, public disclosure of final enforcement actions by the federal banking
agencies.
The FDIC has adopted a risk-based deposit insurance assessment system. The FDIC assigns an
institution to one of three capital categories based on the institutions financial information, as
of the reporting period ending seven months before the assessment period, consisting of (i) well
capitalized, (ii) adequately capitalized or (iii) undercapitalized, and one of three supervisory
subcategories within each capital group. The supervisory subgroup to which an institution is
assigned is based on a supervisory evaluation provided to the FDIC by the institutions primary
federal regulator and information that the FDIC determines to be relevant to the institutions
financial condition and the risk posed to the deposit insurance funds. An institutions assessment
rate depends on the capital category and supervisory subcategory to which it is assigned.
Assessment rates for BIF deposits currently range from 5 basis points to 43 basis points. Old Line
Bank was assigned to a capital and supervisory subcategory that had an assessment rate of 5 basis
points in 2007 and has not yet been assigned to a capital and supervisory subcategory for 2008.
The FDIC is authorized to raise the assessment rates in certain circumstances, including to
maintain or achieve a designated reserve ratio for BIF deposits. The FDIC has exercised its
authority to raise rates in the past
and may raise insurance premiums in the future. If the FDIC takes such action, it could have
an adverse effect on the earnings of Old Line Bank.
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Under the Federal Deposit Insurance Act, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law, regulation, rule,
order or condition imposed by the FDIC.
Maryland Regulatory Assessment
The Maryland Commissioner of Financial Regulation in the Department of Labor, Licensing and
Regulation assesses state chartered banks to cover the expense of regulating banking institutions.
The Commissioner assesses each banking institution the sum of $1,000, plus $0.08 for each $1,000 of
assets of the institution over $1,000,000, as disclosed on the banking institutions most recent
financial report.
Transactions with Affiliates and Insiders
Maryland law imposes restrictions on certain transactions with affiliates of Maryland
commercial banks. Generally, under Maryland law, a director, officer or employee of a commercial
bank may not borrow, directly or indirectly, any money from the bank, unless the loan has been
approved by a resolution adopted by and recorded in the minutes of the board of directors of the
bank, or the executive committee of the bank, if that committee is authorized to make loans. If
the executive committee approves such a loan, the loan approval must be reported to the board of
directors at its next meeting. Certain commercial loans made to directors of a bank and certain
consumer loans made to non-officer employees of the bank are exempt from the laws coverage.
In addition, Old Line Bank is subject to the provisions of Section 23A and 23B of the Federal
Reserve Act and Regulation W of the Federal Reserve Bank (collectively, Regulation W), which
limit the amount of loans or extensions of credit to, investments in, or certain other transactions
with, affiliates, and limits the amount of advances to third parties collateralized by the
securities or obligations of affiliates. Regulation W limits the aggregate amount of transactions
with any individual affiliate to 10% of the capital and surplus of Old Line Bank and also limits
the aggregate amount of transactions with all affiliates to 20% of capital and surplus. Loans and
certain other extensions of credit to affiliates are required to be secured by collateral in an
amount and of a type described in Regulation W, and the purchase of low quality assets from
affiliates is generally prohibited.
Regulation W, among other things, prohibits an institution from engaging in certain
transactions with certain affiliates (as defined in the Federal Reserve Act) unless the
transactions are on terms substantially the same, or at least as favorable to such institution
and/or its subsidiaries, as those prevailing at the time for comparable transactions with
non-affiliated entities. In the absence of comparable transactions, such transactions may only
occur under terms and circumstances, including credit standards that in good faith would be offered
to or would apply to non-affiliated companies. In addition, under Regulation W:
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a bank and its subsidiaries may not purchase a low-quality asset from an
affiliate; |
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covered transactions and other specified transactions between a bank or its
subsidiaries and an affiliate must be on terms and conditions that are consistent
with safe and sound banking practices; and |
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with some exceptions, each loan or extension of credit by a bank to an affiliate
must be secured by collateral with a market value ranging from 100% to 130%,
depending on the type of collateral, of the amount of the loan or extension of
credit. |
Regulation W generally excludes non-bank and non-savings association subsidiaries of banks
from treatment as affiliates, except to the extent that the Federal Reserve Board decides to treat
these subsidiaries as affiliates.
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Old Line Bank also is subject to the restrictions contained in Sections 22(g) and 22(h) of the
Federal Reserve Act and the Federal Reserve Boards Regulation O thereunder (collectively,
Regulation O), which govern loans and extensions of credit to executive officers, directors and
principal stockholders. Under Regulation O, loans to a director, an executive officer or a
greater-than-10% stockholder of a bank as well as certain affiliated interests of any
of the foregoing may not exceed, together with all other outstanding loans to such person and
affiliated interests, the loans-to-one-borrower limit applicable to national banks (generally 15%
of the institutions unimpaired capital and surplus), and all loans to all such persons in the
aggregate may not exceed the institutions unimpaired capital and unimpaired surplus. Regulation O
also prohibits the making of loans in an amount greater than $25,000 or 5% of capital and surplus
but in any event not over $500,000, to directors, executive officers and greater-than-10%
stockholders of a bank, and their respective affiliates, unless such loans are approved in advance
by a majority of the Board of Directors of the bank with any interested director not participating
in the voting. Further, Regulation O requires that loans to directors, executive officers and
principal stockholders be made on terms substantially the same as those that are offered in
comparable transactions to unrelated third parties unless the loans are made pursuant to a benefit
or compensation program that is widely available to all employees of the bank and does not give
preference to insiders over other employees. Regulation O also prohibits a depository institution
from paying overdrafts over $1,000 of any of its executive officers or directors unless they are
paid pursuant to written pre-authorized extension of credit or transfer of funds plans.
All of Old Line Banks loans to its and Old Line Bancshares, Inc.s executive officers,
directors and greater-than-10% stockholders, and affiliated interests of such persons, comply with
the requirements of Regulation W and Regulation O.
We have entered into banking transactions with our directors and executive officers and the
business and professional organizations in which they are associated in the ordinary course of
business. We make any loans and loan commitments in accordance with all applicable laws.
Loans to One Borrower
Old Line Bank is subject to the statutory and regulatory limits on the extension of credit to
one borrower. Generally, the maximum amount of total outstanding loans that a Maryland chartered
trust company may have to any one borrower at any one time is 15% of Old Line Banks unimpaired
capital and surplus.
Liquidity
Old Line Bank is subject to the reserve requirements imposed by the State of Maryland. A
Maryland commercial bank is required to have at all times a reserve equal to at least 15% of its
demand deposits. Old Line Bank is also subject to the reserve requirements of Federal Reserve
Board Regulation D, which applies to all depository institutions. Specifically, as of December 31,
2007, amounts in transaction accounts above $9.3 million and up to $43.9 million must have reserves
held against them in the ratio of three percent of the amount. Amounts above $43.9 million require
reserves of $1.1 million plus 10 percent of the amount in excess of $43.9 million. The Maryland
reserve requirements may be used to satisfy the requirements of Federal Reserve Regulation D. Old
Line Bank is in compliance with its reserve requirements.
Dividends
Under Maryland law, Old Line Bank may declare a cash dividend, after providing for due or
accrued expenses, losses, interest, and taxes, from its undivided profits or, with the prior
approval of the Maryland Commissioner of Financial Regulation, from its surplus in excess of 100%
of its required capital stock. Also, if Old Line Banks surplus is less than 100% of its required
capital stock, cash dividends may not be paid in excess of 90% of net earnings. In addition to
these specific restrictions, the bank regulatory agencies have the ability to prohibit or limit
proposed dividends if such regulatory agencies determine the payment of such dividends would result
in Old Line Bank being in an unsafe and unsound condition.
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Community Reinvestment Act
Old Line Bank is required to comply with the Community Reinvestment Act (CRA) regardless of
its capital condition. The CRA requires that, in connection with its examinations of Old Line
Bank, the Federal Reserve evaluates the record of Old Line Bank in meeting the credit needs of its
local community, including low and moderate income neighborhoods, consistent with the safe and
sound operation of the institution. The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institutions
discretion to develop the types of products and services that it believes are best suited to
its particular community, consistent with the CRA. These factors are considered in, among other
things, evaluating mergers, acquisitions and applications to open a branch or facility. The CRA
also requires all institutions to make public disclosure of their CRA ratings. Old Line Bank
received a Satisfactory rating in its latest CRA examination.
USA Patriot Act
The USA Patriot Act of 2001 (the USA Patriot Act) substantially broadened the scope of U.S.
anti-money laundering laws and regulations by imposing significant new compliance and due diligence
obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of
the United States. The Patriot Act requires financial institutions, including banks, to establish
anti-money laundering programs, including employee training and independent audit requirements,
meet minimum standards specified by the Act, follow minimum standards for customer identification
and maintenance of customer identification records, and regularly compare customer lists against
lists of suspected terrorists, terrorist organizations and money launderers. The U.S. Treasury
Department (Treasury) has issued a number of implementing regulations that apply to various
requirements of the USA Patriot Act to financial institutions such as Old Line Bank. Those
regulations impose new obligations on financial institutions to maintain appropriate policies,
procedures and controls to detect, prevent and report money laundering and terrorist financing.
Treasury is expected to issue additional regulations that will further clarify the USA Patriot
Acts requirements.
Failure of a financial institution to comply with the USA Patriot Acts requirements could
have serious legal and reputational consequences for the institution. Old Line Bank has adopted
appropriate policies, procedures and controls to address compliance with the requirements of the
USA Patriot Act under the existing regulations and will continue to revise and update its policies,
procedures and controls to reflect changes required by the USA Patriot Act and Treasurys
regulations.
The costs or other effects of the compliance burdens imposed by the Patriot Act or future
anti-terrorist, homeland security or anti-money laundering legislation or regulations cannot be
predicted with certainty.
Check 21
The Check Clearing for the 21st Century Act, also known as Check 21, gives
substitute checks, such as a digital image of a check and copies made from that image, the same
legal standing as the original paper check. Some of the major provisions include:
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allowing check truncation without making it mandatory; |
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requiring that every financial institution communicate to accountholders in
writing a description of its substitute check processing program and their rights
under the law; |
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retaining in place the previously mandated electronic collection and return of
checks between financial institutions only when individual agreements are in place; |
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requiring that when accountholders request verification, financial institutions
produce the original check (or a copy that accurately represents the original) and
demonstrate that the account debit was accurate and valid; and |
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requiring recrediting of funds to an individuals account on the next business
day after a consumer proves that the financial institution has erred. |
Consumer Credit Reporting
The Fair and Accurate Credit Transactions Act amended the federal Fair Credit Reporting Act.
These amendments to the Fair Credit Reporting Act (the FCRA Amendments) include, among other
things:
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requirements for financial institutions to develop policies and procedures to
identify relevant patterns, practices, and specific forms of activity that are red
flags signaling potential identity theft and, upon the request of a consumer,
place a fraud alert in the consumers credit file stating that the consumer may be
the victim of identity theft or other fraud; |
15
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for entities that furnish information to consumer reporting agencies (which
would include us), requirements to implement procedures and policies regarding the
accuracy and integrity of the furnished information, and regarding the correction
of previously furnished information that is later determined to be inaccurate; and |
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a requirement for mortgage lenders to disclose credit scores to consumers. |
The FCRA Amendments also prohibit a business that receives consumer information from an
affiliate from using that information for marketing purposes unless the consumer is first provided
a notice and an opportunity to direct the business not to use the information for such marketing
purposes (the opt-out), subject to certain exceptions. We do not share consumer information
among our affiliated companies for marketing purposes, except as allowed under exceptions to the
notice and opt-out requirements. Because none of our affiliates is currently sharing consumer
information with any other affiliate for marketing purposes, the limitations on sharing of
information for marketing purposes do not have a significant impact on us.
Federal Deposit Insurance Reform
The Federal Deposit Insurance Reform Act of 2005 (FDIRA) among other things, changed the
Federal deposit insurance system by:
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raising the coverage level for retirement accounts to $250,000; |
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indexing deposit insurance coverage levels for inflation beginning in 2012; |
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prohibiting undercapitalized financial institutions from accepting employee
benefit plan deposits; |
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merging the Bank Insurance Fund and Savings Association Insurance Fund into a
new Deposit Insurance Fund (the DIF); and |
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providing credits to financial institutions that capitalized the FDIC prior to
1996 to offset future assessment premiums. |
FDIRA also authorizes the FDIC to revise the current risk-based assessment system, subject to
notice and comment and caps the amount of the DIF at 1.50% of domestic deposits. The FDIC must
issue cash dividends, awarded on a historical basis, for the amount of the DIF over the 1.50%
ratio. Additionally, if the DIF exceeds 1.35% of domestic deposits at year-end, the FDIC must
issue cash dividends, awarded on a historical basis, for half of the amount of the excess.
Other Regulations
Interest and other charges we collect or contract for are subject to state usury laws and
federal laws concerning interest rates. For example, under the Service Members Civil Relief Act,
which amended the Soldiers and Sailors Civil Relief Act of 1940, a lender is generally prohibited
from charging an annual interest rate in excess of 6% on any obligation of a borrower who is on
active duty with the United States military.
Our loan operations are also subject to federal laws applicable to credit transactions, such
as the following:
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The Federal Truth-In-Lending Act, governing disclosures of credit terms to consumer
borrowers; |
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The Home Mortgage Disclosure Act of 1975, requiring financial institutions to
provide information to enable the public and public officials to determine whether a
financial institution is fulfilling its obligation to help meet the housing needs of
the community it serves; |
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The Equal Credit Opportunity Act, prohibiting discrimination on the basis of race,
creed or other prohibited factors in extending credit; |
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The Fair Debt Collection Act, governing the manner in which consumer debts may be
collected by collection agencies; and |
16
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The rules and regulations of the various federal agencies charged with the
responsibility of implementing these federal laws. |
Our deposit operations are subject to the following:
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The Right to Financial Privacy Act, which imposes a duty to maintain confidentiality
of consumer financial records and prescribes procedures for complying with
administrative subpoenas of financial records; and |
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The Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve
Board to implement that Act, which govern automatic deposits to and withdrawals from
deposit accounts and customers rights and liabilities arising from the use of
automated teller machines and other electronic banking services. |
Proposed Legislation and Regulatory Actions
New regulations and statutes are regularly proposed that contain wide-ranging proposals for
altering the structures, regulations, and competitive relationships of the nations financial
institutions. We cannot predict whether or in what form any proposed regulation or statute will be
adopted or the extent to which our business may be affected by any new regulation or statute.
Effect of Governmental Monetary Policies
Our earnings are affected by domestic economic conditions and the monetary and fiscal policies
of the United States government and its agencies. The Federal Reserve Boards monetary policies
have had, and are likely to continue to have, an important impact on the operating results of
commercial banks through its power to implement national monetary policy in order, among other
things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve
Board affect the levels of bank loans, investments and deposits through its control over the
issuance of United States government securities, its regulation of the discount rate applicable to
member banks and its influence over reserve requirements to which member banks are subject. We
cannot predict the nature or impact of future changes in monetary and fiscal policies.
17
Forward Looking Statements
Some of the matters discussed in this annual report including under the captions Business of
Old Line Bancshares, Inc., Business of Old Line Bank, Risk Factors, and Managements
Discussion And Analysis Of Financial Condition And Results Of Operations and elsewhere in this
annual report, including with respect to anticipated expansion and the opening of new branches,
growth of customer relationships and anticipated operating results, include forward-looking
statements. These forward-looking statements include statements regarding revenues, expenses and
profitability, liquidity, asset, loan and deposit growth, use of brokered deposits, payment on
non-accrual loans, allowance for loan losses, interest rate sensitivity, market risk, impact of new
hires and personnel departures, our guarantee agreement on certain of Pointer Ridges obligations,
and business, financial and other goals. 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. When you read a forward-looking
statement, you should keep in mind the risk factors described below and any other information
contained in this annual report, which identifies a risk or uncertainty. Our actual results and
the actual outcome of our expectations and strategies could be different from that described in
this annual report 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 we undertake no obligation to make any revisions to the forward-looking statements
to reflect events or circumstances after the date of this filing or to reflect the occurrence of
unanticipated events.
ITEM 1A. Risk Factors
You should consider carefully the following risks, along with other information contained in
this Form 10-K. The risks and uncertainties described below are not the only ones that may affect us.
Additional risks and uncertainties also may adversely affect our business and operations including
those discussed in Item 7-Managements Discussion and Analysis of Financial Condition and Results
of Operations. If any of the following events actually occur, it could materially and adversely
affect our business and financial results.
We depend on the services of key personnel. The loss of any of these personnel could disrupt
our operations and our business could suffer. Our success depends substantially on the skills and
abilities of our senior management team, including Mr. Cornelsen, our President and Chief Executive
Officer, Mr. Burnett, our Executive Vice President and Chief Lending Officer, and Ms. Rush, our
Executive Vice President, Chief Financial Officer and Chief Credit Officer. They provide valuable
services to us and would be difficult to replace. Although we have entered into employment
agreements with these executives, the existence of such agreements does not assure that we will
retain their services.
Also, our growth and success and our anticipated future growth and success, in a large part,
is due and we anticipate will be due to the relationships maintained by our banking executives with
our customers. The loss of services of one or more of these executives or other key employees
could have a material adverse effect on our operations and our business could suffer. The
experienced commercial lenders that we have hired are not a party to any employment agreement with
us and they could terminate their employment with us at any time and for any reason.
Our growth and expansion strategy may not be successful. Our ability to grow depends upon our
ability to open new branches, attract new deposits, identify loan and investment opportunities and
maintain adequate capital levels. We may also grow through acquisitions of existing financial
institutions or branches thereof. There are no guarantees that our expansion strategies will be
successful. Also, in order to effectively manage our anticipated and/or actual loan growth we may
need to make additional investments in equipment and personnel, which would also increase our
non-interest expense.
18
We plan to open a new branch in Annapolis in Anne Arundel County, Maryland during the second
or third quarter of 2008. We also expect to open a new branch in Crofton in Anne Arundel County,
Maryland during 2008 or 2009. Additionally, we intend to open a branch in Bowie in Prince Georges
County in 2008 or 2009. With respect to these branches or any other branches that we may open, we
may not be able to correctly identify profitable or growing markets for such new branches. If we
were to acquire another financial institution or branch thereof, we
may not be able to integrate the institution or branch into our operations. Also, the costs
to start up new branch facilities or to acquire existing financial institutions or branches
thereof, and the additional costs to operate these facilities, will increase our non-interest
expense. It may also be difficult to adequately and profitably manage the anticipated growth from
the new branches or acquisitions and we may not be able to maintain the relatively low levels of
charge-offs and nonperforming loans that we have experienced.
If we grow too quickly and are not able to control costs and maintain asset quality, growth
could materially adversely affect our financial performance.
Our focus on commercial and real estate loans may increase the risk of credit losses. We
offer a variety of loans including commercial business loans, commercial real estate loans,
construction loans, home equity loans and consumer loans, which includes luxury boat financing. We
secure many of our loans with real estate (both residential and commercial) in the Maryland suburbs
of Washington, D.C. While we believe our credit underwriting adequately considers the underlying
collateral in the evaluation process, and although the recent real estate downturn has not
adversely impacted us, further weakness in the real estate market could adversely effect our
customers, which in turn could adversely impact us.
Our concentrations of loans in various categories may also increase the risk of credit losses.
We currently invest more than 25% of our capital in various loan types and industry segments,
including commercial real estate loans, marine loans and loans to the hospitality industry
(hotels/motels). While recent declines in the local commercial real
estate market have not had any
adverse impact on the collateral securing our loans, a further deterioration in the commercial real
estate market could cause deterioration in the collateral securing these loans and/or a decline in
our customers earning capacity. This could negatively impact us.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings
will decrease. We maintain an allowance for loan losses that we believe is adequate for absorbing
any potential losses in our loan portfolio. Management, through a periodic review and
consideration of the loan portfolio, determines the amount of the allowance for loan losses.
Although we believe the allowance for loan losses is adequate to absorb probable losses in our loan
portfolio, we cannot predict such losses or be sure that our allowance will be adequate in the
future. If managements assumptions and judgments prove to be incorrect and the allowance for loan
losses is inadequate to absorb future losses, our earnings will suffer.
Our profitability depends on interest rates and changes in monetary policy may impact us. Our
results of operations depend to a large extent on our net interest income, which is the
difference between the interest expense incurred in connection with our interest-bearing
liabilities, such as interest on deposit accounts, and the interest income received from our
interest-earning assets, such as loans and investment securities. Interest rates, because they are
influenced by, among other things, expectations about future events, including the level of
economic activity, federal monetary and fiscal policy, and geo-political stability, are not
predictable or controllable. Additionally, competitive factors heavily influence the interest
rates we can earn on our loan and investment portfolios and the interest rates we pay on our
deposits. Community banks are often at a competitive disadvantage in managing their cost of funds
compared to the large regional, super-regional or national banks that have access to the national
and international capital markets. These factors influence our ability to maintain a stable net
interest margin.
We seek to maintain a neutral position in terms of the volume of assets and liabilities that
mature or re-price during any period so that we may reasonably predict our net interest margin.
However, interest rate fluctuations, loan prepayments, loan production and deposit flows are
constantly changing and influence our ability to maintain this neutral position. Generally
speaking, our earnings are more sensitive to fluctuations in interest rates the greater the
variance in the volume of assets and liabilities that mature and re-price in any period. The
extent and duration of the sensitivity will depend on the cumulative variance over time, the
velocity and direction of interest rates, and whether we are more asset sensitive. Accordingly, we
may not be successful in maintaining this neutral position and, as a result, our net interest
margin may suffer.
19
The market value of our investments could negatively impact stockholders equity. We have
designated approximately 80.32% of our securities investment portfolio (and 3.83% of total assets)
at December 31, 2007 as available for sale pursuant to Statement of Financial Accounting Standards
(SFAS) No. 115 relating to accounting for investments. SFAS 115 requires that unrealized gains and
losses in the estimated value of the available for sale portfolio be marked to market and
reflected as a separate item in stockholders equity, net of tax. As of
December 31, 2007, we had unrealized losses in our available for sale portfolio of $49,127 ($29,749
net of taxes). If the market value of the available for sale investment portfolio declines
further, this will cause a corresponding decline in stockholders equity.
Because Old Line Bank serves a limited market area in Maryland, an economic downturn in our
market area could more adversely affect us than it affects our larger competitors that are more
geographically diverse. Our current primary market area consists of the suburban Maryland
(Washington, D.C. suburbs) counties of Prince Georges, Anne Arundel, Charles and northern St.
Marys. We are expanding in Prince Georges County and Anne Arundel County, Maryland and may
expand in contiguous northern and western counties, such as Montgomery County and Howard County,
Maryland. However, broad geographic diversification is not currently part of our community bank
focus. As a result, if our market area continues to suffer an economic downturn, it may more
severely affect our business and financial condition than it affects larger bank competitors. Our
larger competitors serve more geographically diverse market areas, parts of which may not be
affected by the same economic conditions that may exist in our market area.
Old Line Bank faces substantial competition which could adversely affect our growth and
operating results. Old Line Bank operates in a competitive market for financial services and faces
intense competition from other financial institutions both in making loans and in attracting
deposits. Many of these financial institutions have been in business for many years, are
significantly larger, have established customer bases, have greater financial resources and lending
limits than Old Line Bank, and are able to offer certain services that we are not able to offer.
If Old Line Bank cannot attract deposits and make loans at a sufficient level, its operating
results will suffer, as will its opportunities for growth.
We face limits on our ability to lend. We are limited in the amount we can loan to a single
borrower by the amount of our capital. Generally, under current law, we may lend up to 15% of our
unimpaired capital and surplus to any one borrower. As of December 31, 2007, we were able to lend
approximately $4.9 million to any one borrower. This amount is significantly less than that of
many of our competitors and may discourage potential borrowers who have credit needs in excess of
our legal lending limit from doing business with us. We generally try to accommodate larger loans
by selling participations in those loans to other financial institutions, but this strategy is not
always available. We may not be able to attract or maintain customers seeking larger loans and we
may not be able to sell participations in such loans on terms we consider favorable.
Our need to comply with extensive and complex governmental regulation could have an adverse
effect on our business and our growth strategy. The banking industry is subject to extensive
regulation by state and federal banking authorities. Many of these regulations are intended to
protect depositors, the public or the FDIC insurance funds, not stockholders. Regulatory
requirements affect our lending practices, capital structure, investment practices, dividend policy
and many other aspects of our business. These requirements may constrain our rate of growth and
changes in regulations could adversely affect us. The burden imposed by these federal and state
regulations may place banks in general, and Old Line Bank specifically, at a competitive
disadvantage compared to less regulated competitors. In addition, the cost of compliance with
regulatory requirements could adversely affect our ability to operate profitably.
In addition, because federal regulation of financial institutions changes regularly and is the
subject of constant legislative debate, we cannot forecast how federal regulation of financial
institutions may change in the future and impact our operations. Although Congress in recent years
has sought to reduce the regulatory burden on financial institutions with respect to the approval
of specific transactions, we fully expect that the financial institution industry will remain
heavily regulated in the near future and that additional laws or regulations may be adopted further
regulating specific banking practices.
20
Our stock benefit plans will increase our expenses, which may reduce our profitability.
Pursuant to our compensation plans, we expect to grant additional stock options. The Financial
Accounting Standards Board has issued Statement of Financial Accounting Standards (SFAS) No.
123R, Share-Based Payment, which we implemented in January 2006. SFAS No. 123R eliminates the
ability to account for share-based compensation transactions using Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and requires such transactions be
accounted for using a fair-value-based method and the resulting cost to be recognized in the
financial statements over the option vesting periods. Recording compensation expense in our
statement of income for stock options using the fair value method has in 2006 and 2007 and could
continue to have a significant negative effect on our reported financial results, particularly if
we grant a significant number of options in future periods.
The costs of being a public company are proportionately higher for small companies like us due
to the requirement of the Sarbanes-Oxley Act. The Sarbanes-Oxley Act of 2002 and the related rules
and regulations promulgated by Securities and Exchange Commission have increased the scope,
complexity, and cost of corporate governance, reporting, and disclosure practices. These
regulations are applicable to our company. We expect to experience increasing compliance costs,
including costs related to internal controls, as a result of the Sarbanes-Oxley Act. These
necessary costs are proportionately higher for a company of our size and will affect our
profitability more than that of some of our larger competitors.
Item 1B. Unresolved Staff Comments
Not applicable as we are not an accelerated filer or large accelerated filer.
Item 2. Properties
In July 2006, we moved our main office facility from Waldorf, Maryland to 1525 Pointer Ridge
Place, Bowie, Maryland in Prince Georges County and established a branch in this facility.
Pointer Ridge Office Investment, LLC, an entity 50% owned by us and in which we currently have an
$805,971 investment, owns this property. Frank Lucente, a director of Old Line Bancshares, Inc.
and Old Line Bank controls 25% of Pointer Ridge and controls the manager of Pointer Ridge. On June
6, 2006, we executed leases for 2,557 square feet on the 1st floor of the building for a
new branch office, 5,449 square feet on the 3rd floor and 11,053 square feet on the
4th floor of this building for our new headquarters. The leases which commenced on July
1, 2006, are for thirteen years, with two, five-year renewal options. The current basic monthly
payment terms on the leases are for payments of $41,967 with 3% annual increases. The basic
monthly payments include our pro-rata share of taxes, insurances and common area maintenance on the
building with any deficiencies incurred incorporated into the following years basic monthly
payments.
In 2004, we finalized our purchase of our then current full service banking branch and office
facility located at 2995 Crain Highway in Waldorf, Maryland. In July 2006, we moved our
headquarters from this location to 1525 Pointer Ridge Place, Bowie, Maryland. We have retained our
branch office at 2995 Crain Highway. A realtor currently leases from us the remainder of the space
in this building.
We continue to maintain a branch operation at the Old Line Centre location, and have done so
since 1989. The lease, which commenced in August 1999, is for ten years with two, five-year
renewal options. Payment terms on the lease are $4,773 monthly with 1.5% annual increases. We pay
our pro-rata share of common area maintenance, taxes and insurance on the building.
We own our branch at 15808 Livingston Road in Accokeek, Maryland in Prince Georges County.
Our Clinton, Maryland, Prince Georges County branch, located at 7801 Old Branch Avenue, was
opened in September 2002 in leased space. In November 2006, the monthly rent at this facility
increased from $825 to $2,301. Exclusive of the monthly rent, we pay no utilities or other
expenses associated with this facility. The lease incorporates additional increases in monthly
rent in October 2008 to $2,685 and 1.5% every year thereafter. The lease term is for a period of
ten years, with three, five-year renewal options.
21
Our loan production office in College Park, Prince Georges County, Maryland is located in
leased space on the fourth floor of a four story building located at 9658 Baltimore Avenue. The
lease which commenced in August 2005 is for two years and six months. Payment terms on the lease
are $2,754 monthly, with 3% annual increases. We also lease space for a branch on the first floor
of this building. This lease commenced January 2008 at $5,000 monthly with 3% annual increases.
The term for this space is 10 years with two five year renewal terms. We pay our pro-rata share of
taxes, insurance and common area maintenance associated with the building
In August 2004, we announced plans to open a branch in Crofton, Maryland. Due to engineering
and resultant permit delays, construction on the building in which we plan to lease for our branch
did not begin until late 2007. At this time, we anticipate this branch will open in the fourth
quarter of 2008 or first quarter of 2009.
Our loan production office in Gaithersburg, Montgomery County, Maryland is located in a leased
space in an office building located at 12165 Darnestown Road, Gaithersburg, Maryland. In February
2008, the loan officer located in this office resigned. We plan to terminate our lease on this
office. The total monthly lease payment for this facility is $500 a month and there are no
termination fees.
In June 2007, we opened a branch in Greenbelt, Maryland. We lease 2,700 square feet of space
on the 1st floor of an office building located at 6301 Ivy Lane, Greenbelt, Prince
Georges County, Maryland. We pay taxes, insurance, and common area maintenance based on our
pro-rata share of the building plus a fixed basic monthly rent of $5,175 with 3% annual increases.
The lease has an initial term of five years. After providing nine months written notice and paying
a termination fee, Old Line Bank may terminate the lease after the 2nd anniversary of
the commencement date. We have the right to extend the term of the lease for three additional five
year terms.
On January 31, 2007, Old Line Bank also entered into a lease agreement to lease approximately
33,000 square feet of ground area located at the southwest corner of the intersection of Kenilworth
Avenue and Ivy Lane in Greenbelt, Prince Georges County, Maryland. Old Line Bank will construct a
free standing bank building on the land. The lease commences on the earlier to occur of (i) the
date on which Old Line Bank first opens for business at the premises, or (ii) 785 days after
January 31, 2007. The lease has an initial term of 30 years with two successive renewal periods of
ten years. The initial monthly installments on this lease are $8,750. Old Line Bank plans to move
the 6301 Ivy Lane, Greenbelt, Maryland branch into this new facility.
During 2008, we plan to open new branch locations in Annapolis in Anne Arundel, County,
Maryland and in Bowie, Maryland. We have identified an Annapolis location, but have not finalized
lease terms on this location. We anticipate we will open this branch in the 2nd or
3rd quarter of 2008.
In July 2007, we identified a site for a second branch location in Bowie, Maryland.
Currently, the landlord is preparing a pad site. Assuming the landlord completes the preparation
of the pad site and meets all of the conditions of the lease, we plan to lease the pad site and
construct a branch on the pad site. The pad site is located in the Fairwood Office Park in Bowie,
Maryland. We plan to open this branch in late 2008 or early 2009.
Item 3. Legal Proceedings
From time to time, Old Line Bancshares, Inc. or Old Line Bank may be involved in litigation
relating to claims arising out of its normal course of business. As of December 31, 2007, we did
not have any material pending legal matters or litigation for Old Line Bank or Old Line Bancshares,
Inc.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the year
ended December 31, 2007.
22
PART II
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Item 5. |
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Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities |
Common Stock Prices
The table below shows the high and low sales information as reported on the Nasdaq Capital
Market. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commission, and may not represent actual transactions.
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Sale Price Range |
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High |
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Low |
2006 |
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First Quarter |
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$ |
12.00 |
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$ |
10.36 |
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Second Quarter |
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|
12.00 |
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|
11.50 |
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Third Quarter |
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11.92 |
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11.00 |
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Fourth Quarter |
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|
11.70 |
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|
10.50 |
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2007 |
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First Quarter |
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$ |
11.05 |
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$ |
9.80 |
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Second Quarter |
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11.09 |
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9.60 |
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Third Quarter |
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10.25 |
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8.50 |
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Fourth Quarter |
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9.60 |
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7.50 |
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As of December 31, 2007, there were 4,075,849 shares of common stock issued and outstanding
held by approximately 263 stockholders of record. There were 216,920 shares of common stock
issuable on the exercise of outstanding stock options 171,320 of which were exercisable. The
remaining 45,600 are exercisable as follows:
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Date Exercisable |
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# of Shares |
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January 25, 2008 |
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8,400 |
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May 7, 2008 |
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|
2,000 |
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August 1, 2008 |
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|
6,400 |
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November 1, 2008 |
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|
1,200 |
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January 25, 2009 |
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8,400 |
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May 7, 2009 |
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|
2,000 |
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August 1, 2009 |
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|
6,400 |
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November 1, 2009 |
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|
1,200 |
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May 7, 2010 |
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|
2,000 |
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November 1, 2010 |
|
|
1,200 |
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May 7, 2011 |
|
|
2,000 |
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November 1, 2011 |
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|
1,200 |
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May 7, 2012 |
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|
2,000 |
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November 1, 2012 |
|
|
1,200 |
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Total |
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45,600 |
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23
Dividends
We have paid the following dividends:
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2007 |
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2006 |
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March |
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$ |
0.030 |
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|
$ |
0.025 |
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June |
|
|
0.030 |
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|
|
0.030 |
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September |
|
|
0.030 |
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|
|
0.030 |
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December |
|
|
0.030 |
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|
|
0.030 |
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|
|
|
|
|
|
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Total |
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$ |
0.120 |
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|
$ |
0.115 |
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Our ability to pay dividends in the future will depend on the ability of Old Line Bank to pay
dividends to us. Old Line Banks ability to continue paying dividends will depend on Old Line
Banks compliance with certain dividend regulations imposed upon us by bank regulatory authorities.
In addition, we will consider a number of other factors, including our income and financial
condition, tax considerations, and general business conditions before deciding to pay additional
dividends in the future. We can provide no assurance that we will continue to pay dividends to our
stockholders.
Issuer Purchases of Equity Securities
We announced on August 17, 2007 that our board of directors had authorized our repurchase of
up to 300,000 shares of our common stock. The following table outlines the purchases we made of
our shares of common stock during the fourth quarter of the year ended December 31, 2007.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of |
|
|
Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
of Shares That |
|
|
|
|
|
|
|
|
|
|
|
as |
|
|
May |
|
|
|
Total Number |
|
|
|
|
|
|
Part of Publicly |
|
|
Yet Be Purchased |
|
|
|
of |
|
|
Average Price |
|
|
Announced Plan |
|
|
Under the Plan or |
|
Date |
|
Shares Purchased |
|
|
Paid per Share(1) |
|
|
or Program |
|
|
Programs |
|
October 1-31, 2007 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
300,000 |
|
November 1-30, 2007 |
|
|
131,450 |
|
|
|
8.87 |
|
|
|
131,450 |
|
|
|
168,550 |
|
December 1-31, 2007 |
|
|
54,500 |
|
|
|
8.39 |
|
|
|
54,500 |
|
|
|
114,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fourth Quarter |
|
|
185,950 |
|
|
$ |
8.73 |
|
|
|
185,950 |
|
|
|
114,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Includes commissions and fees. |
At December 31, 2007, there are 114,050 shares of common stock that we may yet repurchase as
part of our publicly announced plan.
24
Item 6. Selected Financial Data
The following table summarizes Old Line Bancshares, Inc.s selected financial information and
other financial data. The selected balance sheet and statement of income data are derived from our
audited financial statements. You should read this information together with Managements
Discussion and Analysis of Financial Condition and Results of Operations and our financial
statements and the related notes included elsewhere in this report. Results for past periods are
not necessarily indicative of results that may be expected for any future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
(Dollars in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest revenue |
|
$ |
14,554 |
|
|
$ |
11,023 |
|
|
$ |
7,004 |
|
Interest expense |
|
|
6,263 |
|
|
|
3,730 |
|
|
|
2,128 |
|
Net interest income |
|
|
8,291 |
|
|
|
7,293 |
|
|
|
4,876 |
|
Provision for loan losses |
|
|
318 |
|
|
|
339 |
|
|
|
204 |
|
Non-interest revenue |
|
|
1,173 |
|
|
|
1,029 |
|
|
|
621 |
|
Non-interest expense |
|
|
6,774 |
|
|
|
5,561 |
|
|
|
3,576 |
|
Income taxes |
|
|
789 |
|
|
|
848 |
|
|
|
578 |
|
Net income |
|
|
1,583 |
|
|
|
1,574 |
|
|
|
1,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share and Shares Outstanding Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.44 |
|
Diluted net income |
|
|
0.37 |
|
|
|
0.37 |
|
|
|
0.44 |
|
Cash dividends declared |
|
|
0.12 |
|
|
|
0.115 |
|
|
|
0.10 |
|
Book value at period end |
|
$ |
8.50 |
|
|
$ |
8.18 |
|
|
$ |
7.89 |
|
Shares outstanding, period end |
|
|
4,075,849 |
|
|
|
4,253,699 |
|
|
|
4,248,899 |
|
Average shares outstanding, basic |
|
|
4,237,266 |
|
|
|
4,250,240 |
|
|
|
2,559,627 |
|
Average shares outstanding, diluted |
|
|
4,243,304 |
|
|
|
4,275,886 |
|
|
|
2,585,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
245,211 |
|
|
$ |
218,131 |
|
|
$ |
169,028 |
|
Total loans, net |
|
|
201,942 |
|
|
|
150,417 |
|
|
|
104,249 |
|
Total investment securities |
|
|
11,695 |
|
|
|
16,921 |
|
|
|
16,130 |
|
Total deposits |
|
|
177,812 |
|
|
|
169,672 |
|
|
|
119,672 |
|
Stockholders equity |
|
|
34,631 |
|
|
|
34,816 |
|
|
|
33,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets |
|
|
0.69 |
% |
|
|
0.86 |
% |
|
|
0.85 |
% |
Return on average equity |
|
|
4.46 |
% |
|
|
4.58 |
% |
|
|
6.38 |
% |
Net interest margin (1) |
|
|
3.98 |
% |
|
|
4.37 |
% |
|
|
3.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance to period-end loans |
|
|
0.78 |
% |
|
|
0.85 |
% |
|
|
0.91 |
% |
Non-performing assets to total assets |
|
|
0.43 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
Non-performing assets to allowance for loan losses |
|
|
67.86 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
Tier I risk-based capital |
|
|
15.6 |
% |
|
|
20.5 |
% |
|
|
27.5 |
% |
Total risk-based capital |
|
|
16.3 |
% |
|
|
21.2 |
% |
|
|
28.3 |
% |
Leverage capital ratio |
|
|
14.6 |
% |
|
|
17.5 |
% |
|
|
21.5 |
% |
Total equity to total assets |
|
|
14.1 |
% |
|
|
16.0 |
% |
|
|
19.8 |
% |
Dividend payout ratio for period |
|
|
31.9 |
% |
|
|
31.1 |
% |
|
|
23.5 |
% |
|
|
|
(1) |
|
See Managements Discussion and Analysis of Financial Condition and Results of
Operating-Reconciliation of Non-GAAP Measures. |
25
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
Despite the challenging interest rate, credit and economic environment, we are pleased to
report stable earnings, sound financial performance and that we ended the year with over $245
million in total assets. As outlined in the financial table below, net income for the year ended
December 31, 2007 remained comparable to that reported for the year ended December 31, 2006. Net
interest income after provision for loan losses and non-interest revenue increased during the
period. We saw considerable growth in loans during the year and continued to maintain the quality
in the loan portfolio. As expected, the opening of the Greenbelt and Bowie branches in June 2007
and July 2006, respectively, and the establishment of our new headquarters in July 2006 caused
non-interest expense to increase during the year. We believe these investments in infrastructure
and branches provide the foundation on which we expect to achieve our strategic objective of
becoming the premier community bank on the eastern side of Washington, D.C. and allow us to improve
the long term rewards for our shareholders, employees and customers. Although our industry and we
faced many challenges this year, we achieved most of our objectives. Specifically, we:
|
|
|
Grew average gross loans $47.1 million or 37.38%, |
|
|
|
|
Maintained asset quality, |
|
|
|
|
Invested an additional $4 million in bank owned life insurance, |
|
|
|
|
Grew average interest bearing deposits 41.29% and non-interest bearing deposits
2.48%, |
|
|
|
|
Appointed a new individual to our Board of Directors, |
|
|
|
|
Hired a new commercial lender to service the Anne Arundel County market, |
|
|
|
|
Hired a new commercial lender to service the Charles County market, |
|
|
|
|
Repurchased 185,950 shares of our common stock at an average share price of
$8.73, |
|
|
|
|
Opened our 6th branch location at 6301 Ivy Lane, Greenbelt, Maryland, |
|
|
|
|
Received confirmation that construction began on our Crofton, Maryland branch. |
The major disappointment during 2007 was the need to close the marine division. High gasoline
prices and an anemic economy negatively impacted the performance of the marine division during the
year. For the year ended December 31, 2007, the division posted a pre-tax loss of approximately
$122,000 versus a pre-tax profit of $6,000 for the year ended December 31, 2006. Because of losses
in this division and because we did not foresee an imminent improvement in this division, in
September 2007, we closed this division and released the employees associated with it. We do not
plan to grow our marine portfolio in 2008.
We believe that it was an accomplishment to maintain earnings while incurring the expenses
associated with the opening of the Greenbelt branch during the second quarter as well as the costs
incurred from our investments in infrastructure during the 2nd and 3rd
quarters of 2006 and continued softness in the marine industry.
26
The following summarizes the highlights of our financial performance for the twelve month
period ended December 31, 2007 compared to the twelve month period ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended December 31, |
|
|
(Dollars in thousands) |
|
|
2007 |
|
2006 |
|
$ Change |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,583 |
|
|
$ |
1,574 |
|
|
$ |
9 |
|
|
|
0.57 |
% |
Interest revenue |
|
|
14,554 |
|
|
|
11,023 |
|
|
|
3,531 |
|
|
|
32.03 |
|
Interest expense |
|
|
6,263 |
|
|
|
3,730 |
|
|
|
2,533 |
|
|
|
67.91 |
|
Net interest income after |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
provision for loan losses |
|
|
7,973 |
|
|
|
6,954 |
|
|
|
1,019 |
|
|
|
14.65 |
|
Non-interest revenue |
|
|
1,173 |
|
|
|
1,029 |
|
|
|
144 |
|
|
|
13.99 |
|
Non-interest expense |
|
|
6,774 |
|
|
|
5,561 |
|
|
|
1,213 |
|
|
|
21.81 |
|
Average interest earning assets |
|
|
210,557 |
|
|
|
169,436 |
|
|
|
41,121 |
|
|
|
24.27 |
|
Average noninterest bearing deposits |
|
|
34,561 |
|
|
|
33,723 |
|
|
|
838 |
|
|
|
2.48 |
|
Average gross loans |
|
|
173,003 |
|
|
|
125,927 |
|
|
|
47,076 |
|
|
|
37.38 |
|
Average interest bearing deposits |
|
|
140,877 |
|
|
|
99,709 |
|
|
|
41,168 |
|
|
|
41.29 |
|
Interest Margin (1) |
|
|
3.98 |
% |
|
|
4.37 |
% |
|
|
|
|
|
|
|
|
Return on average equity |
|
|
4.46 |
% |
|
|
4.58 |
% |
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
|
|
|
|
0.00 |
% |
Diluted earnings per common share |
|
|
0.37 |
|
|
|
0.37 |
|
|
|
|
|
|
|
0.00 |
% |
|
|
|
(1) |
|
See Reconciliation of Non-GAAP Measures |
Growth Strategy
We have based our strategic plan on the premise of enhancing stockholder value and growth
through branching and operating profits. Our short-term goals include maintaining credit quality,
creating an attractive branch network, expanding fee income, generating extensions of core banking
services and using technology to maximize stockholder value.
We believe a natural evolution of a community-focused bank like Old Line Bank is to expand the
delivery channels via the branch network. We plan to expand in Prince Georges County and Anne
Arundel County, Maryland, and may expand in Charles County and contiguous northern and western
counties, such as Montgomery County and Howard County, Maryland. As discussed in Item 1, Business,
we have opened additional branches during 2007 and the first quarter of 2008 and plan to open
additional branches during 2008 and 2009.
Because of the new branches, we anticipate salaries and benefits expenses and other operating
expenses will increase. We anticipate that, over time, income generated from the branches will
offset any increase in expenses. We plan to continue to identify and establish new branch
locations that will support our long term growth plans.
27
Expansion of Commercial, Construction and Commercial Real Estate Lending
We hired a new Vice President of Commercial Lending for our Waldorf office and a new Senior
Vice President of Commercial Lending during 2007. We also hired a Senior Vice President of
Commercial Lending, in August 2006, who resigned in February 2008.
As we expected, the increase in personnel during the second half of 2006 and in 2007 caused an
increase in salary and benefit expenses in the year ended December 31, 2007 compared to the year
ended December 31, 2006. These individuals also contributed to our loan and deposit growth. As a
result of their efforts, we anticipate the Old Line Bank will experience continued improvement in
loan growth during 2008 and beyond.
Results of Operations
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,
and federal funds sold; interest-bearing deposits and other borrowings make up the cost of funds.
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.
2007 compared to 2006
Net interest income after provision for loan losses for the year ended December 31, 2007
amounted to $8.0 million, which was $1.0 million or 14.29% greater than the 2006 level of $7.0
million. The increase was primarily attributable to a 24.32% or $41.2 million increase in total
average interest earning assets to $210.6 million for the twelve months ended December 31, 2007
from $169.4 million for the twelve months ended December 31, 2006.
Interest revenue increased from $11.0 million for the year ended December 31, 2006 to $14.6
million for the year ended December 31, 2007. As discussed below and outlined in detail in the
Rate/Volume Analysis, these changes were the result of substantial increases in earning assets
primarily caused by loan growth. The growth in average loans was directly attributable to the
increased business development efforts of the entire Old Line Bank lending team. Additionally, we
believe that the move to our new Bowie headquarters and the opening of the Bowie and Greenbelt
branches provided us with increased name recognition and new opportunities that also contributed to
our growth. Interest expense for all interest bearing liabilities amounted to $6.3 million in
2007, which was $2.6 million higher than the 2006 level of $3.7 million.
Our net interest margin was 3.98% for the year ended December 31, 2007, as compared to 4.37%
for the year ended December 31, 2006. The decrease in the net interest margin is the result of
several components. The yield on average interest-earning assets increased during the period 39
basis points from 6.57% in 2006 to 6.96% in 2007, and average interest-earning assets grew by $41.2
million. A 70 basis point increase of the yield on average interest-bearing liabilities from 3.28%
in 2006 to 3.98% in 2007, and a $43.8 million increase in interest bearing liabilities offset these
improvements.
The yield on average interest-earning assets improved primarily because there were a higher
percentage of funds invested in higher yielding commercial and mortgage loans during the period.
In the prior year, these funds were invested in federal funds and lower yielding investments.
There was also a 31 basis point increase in the average federal funds rate during the period and a
27 basis point increase in the yield on investments.
Increases in market interest rates and an increase in the percentage of average balances
maintained in interest bearing deposits relative to total deposits caused the cost of average
interest bearing liabilities to increase 70 basis points during the period. As a result of
continued growth in the loan portfolio, and re-pricing of certificates of deposit, we expect the
net interest margin will improve in 2008. We will offer promotional campaigns to attract deposits
or seek brokered deposits, if required, to maintain an acceptable loan to deposit ratio.
28
Because of the three loan officers in the College Park loan production office, increased
recognition in the Prince Georges County market, the new loan officers in Charles and Anne Arundel
Counties, the addition of the Bowie and Greenbelt branches, the new addition to the Board of Directors and with continued growth in deposits, we
anticipate that we will continue to grow earning assets during 2008. We believe that the
anticipated growth in earning assets, the change in the composition of earning assets as more funds
are deployed to loans and the relatively low cost of funds will result in an increase in our net
interest income, although there is no assurance that this will be the case.
2006 compared to 2005
Net interest income after provision for loan losses for the year ended December 31, 2006
increased $2.3 million or 48.94% to $7.0 million from $4.7 million for the same period in 2005.
The increase was primarily attributable to an increase in total average interest earning assets.
The proceeds from the capital offering together with loan growth caused the increase in average
interest earning assets.
Interest revenue increased from $7.0 million for the twelve months ended December 31, 2005 to
$11.0 million for the same period in 2006. Interest expense for all interest bearing liabilities
amounted to $3.7 million for the twelve months ended December 31, 2006 versus $2.1 million for the
twelve months ended December 31, 2005. As discussed below and outlined in detail in the
Rate/Volume Analysis, these changes were the result of substantial increases in earning assets and
increasing market interest rates. The increase in earnings assets continued to be directly
attributable to the increased legal lending limit, the addition of the three new loan officers in
the College Park loan production office and increased business development efforts from the entire
Old Line Bank lending team. Additionally, we believe that the move to our new Bowie headquarters
and the opening of the Bowie branch provided us with increased name recognition that also
contributed to our growth.
Our net interest margin was 4.37% for the twelve months ended December 31, 2006, as compared
to 3.93% for the twelve months ended December 31, 2005. The increase in the net interest margin is
the result of several components. The yield on average interest-earning assets improved during the
period 95 basis points from 5.62% in 2005 to 6.57% in 2006, and average interest-earning assets
grew by $43.3 million. An 84 basis point increase of the yield on average interest-bearing
liabilities from 2.44% in 2005 to 3.28% in 2006, and a $26.2 million increase in interest bearing
liabilities partially offset these improvements.
The yield on average interest-earning assets improved and the cost of interest bearing
liabilities increased because of increases in market interest rates. On January 1, 2006, the prime
rate was 7.25% by December 31, 2006 it had increased to 8.25%. On January 1, 2005, it was 5.25%
and on December 31, 2005 it was 7.25%. The yield also improved because loans, net of allowance
comprised 73.59% of total average interest earning assets in 2006 versus 70.74% in 2005.
The increased interest rates allowed us to earn a 152 basis point higher average yield on our
federal funds and an 80 basis point higher average yield on our loan portfolio. The increased
market interest rates, the introduction of the CDARS product in February 2006, and the purchase of
$10.1 million in brokered certificates of deposit in the 3rd quarter of 2006 caused the
cost of average interest bearing liabilities to increase 84 basis points during the period.
29
The following table illustrates average balances of total interest earning assets and
total interest bearing liabilities for the periods indicated, showing the average
distribution of assets, liabilities, stockholders equity and related income, expense and
corresponding weighted average yields and rates. The average balances used in this table and
other statistical data were calculated using average daily balances.
Average Balances, Interest and Yields
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
balance |
|
|
Interest |
|
|
Yield |
|
|
balance |
|
|
Interest |
|
|
Yield |
|
|
balance |
|
|
Interest |
|
|
Yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold(1) |
|
$ |
21,525,420 |
|
|
$ |
1,142,707 |
|
|
|
5.31 |
% |
|
$ |
26,348,931 |
|
|
$ |
1,318,670 |
|
|
|
5.00 |
% |
|
$ |
18,195,459 |
|
|
$ |
633,182 |
|
|
|
3.48 |
% |
Interest bearing deposits |
|
|
498,630 |
|
|
|
25,556 |
|
|
|
5.13 |
|
|
|
1,753 |
|
|
|
23 |
|
|
|
1.31 |
|
|
|
57,260 |
|
|
|
2,124 |
|
|
|
3.71 |
|
Investment securities(1)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
3,621,923 |
|
|
|
121,196 |
|
|
|
3.35 |
|
|
|
4,000,200 |
|
|
|
133,465 |
|
|
|
3.34 |
|
|
|
4,000,400 |
|
|
|
133,465 |
|
|
|
3.34 |
|
U.S. government agency |
|
|
7,347,989 |
|
|
|
302,119 |
|
|
|
4.11 |
|
|
|
8,039,268 |
|
|
|
284,778 |
|
|
|
3.54 |
|
|
|
7,431,990 |
|
|
|
247,993 |
|
|
|
3.34 |
|
Mortgage backed securities |
|
|
1,247,089 |
|
|
|
48,946 |
|
|
|
3.92 |
|
|
|
1,658,240 |
|
|
|
65,186 |
|
|
|
3.93 |
|
|
|
2,146,501 |
|
|
|
84,139 |
|
|
|
3.92 |
|
Municipal securities |
|
|
3,240,786 |
|
|
|
159,015 |
|
|
|
4.91 |
|
|
|
3,324,982 |
|
|
|
163,691 |
|
|
|
4.92 |
|
|
|
3,447,709 |
|
|
|
160,550 |
|
|
|
4.66 |
|
Other |
|
|
1,477,894 |
|
|
|
84,859 |
|
|
|
5.74 |
|
|
|
1,367,533 |
|
|
|
81,109 |
|
|
|
5.93 |
|
|
|
1,607,775 |
|
|
|
45,912 |
|
|
|
2.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
securities |
|
|
16,935,681 |
|
|
|
716,135 |
|
|
|
4.23 |
|
|
|
18,390,223 |
|
|
|
728,229 |
|
|
|
3.96 |
|
|
|
18,634,375 |
|
|
|
672,059 |
|
|
|
3.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
44,125,513 |
|
|
|
3,654,176 |
|
|
|
8.28 |
|
|
|
25,996,077 |
|
|
|
2,180,477 |
|
|
|
8.39 |
|
|
|
13,050,801 |
|
|
|
999,552 |
|
|
|
7.66 |
|
Mortgage |
|
|
108,513,579 |
|
|
|
8,039,542 |
|
|
|
7.41 |
|
|
|
77,545,669 |
|
|
|
5,713,871 |
|
|
|
7.37 |
|
|
|
54,257,380 |
|
|
|
3,582,824 |
|
|
|
6.60 |
|
Installment |
|
|
20,363,658 |
|
|
|
1,074,436 |
|
|
|
5.28 |
|
|
|
22,385,611 |
|
|
|
1,185,854 |
|
|
|
5.30 |
|
|
|
22,776,395 |
|
|
|
1,190,587 |
|
|
|
5.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
173,002,750 |
|
|
|
12,768,154 |
|
|
|
7.38 |
|
|
|
125,927,357 |
|
|
|
9,080,202 |
|
|
|
7.21 |
|
|
|
90,084,576 |
|
|
|
5,772,963 |
|
|
|
6.41 |
|
Allowance for loan losses |
|
|
1,405,182 |
|
|
|
|
|
|
|
|
|
|
|
1,232,674 |
|
|
|
|
|
|
|
|
|
|
|
884,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans, net of
allowance |
|
|
171,597,568 |
|
|
|
12,768,154 |
|
|
|
7.44 |
|
|
|
124,694,683 |
|
|
|
9,080,202 |
|
|
|
7.28 |
|
|
|
89,200,014 |
|
|
|
5,772,963 |
|
|
|
6.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets(1) |
|
|
210,557,299 |
|
|
|
14,652,552 |
|
|
|
6.96 |
|
|
|
169,435,590 |
|
|
|
11,127,124 |
|
|
|
6.57 |
|
|
|
126,087,108 |
|
|
|
7,080,328 |
|
|
|
5.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing cash |
|
|
3,800,713 |
|
|
|
|
|
|
|
|
|
|
|
3,848,386 |
|
|
|
|
|
|
|
|
|
|
|
3,083,227 |
|
|
|
|
|
|
|
|
|
Premises and equipment |
|
|
4,186,529 |
|
|
|
|
|
|
|
|
|
|
|
2,984,349 |
|
|
|
|
|
|
|
|
|
|
|
2,393,397 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
10,030,452 |
|
|
|
|
|
|
|
|
|
|
|
6,314,672 |
|
|
|
|
|
|
|
|
|
|
|
3,102,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets(1) |
|
$ |
228,574,993 |
|
|
|
|
|
|
|
|
|
|
$ |
182,582,997 |
|
|
|
|
|
|
|
|
|
|
$ |
134,666,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits
Savings |
|
$ |
8,250,010 |
|
|
|
55,660 |
|
|
|
0.67 |
|
|
$ |
8,693,260 |
|
|
|
60,720 |
|
|
|
0.70 |
|
|
$ |
9,374,143 |
|
|
|
47,168 |
|
|
|
0.50 |
|
Money market and NOW |
|
|
28,382,013 |
|
|
|
588,824 |
|
|
|
2.07 |
|
|
|
22,453,969 |
|
|
|
343,202 |
|
|
|
1.53 |
|
|
|
17,794,352 |
|
|
|
156,523 |
|
|
|
0.88 |
|
Other time deposits |
|
|
104,244,760 |
|
|
|
5,045,070 |
|
|
|
4.84 |
|
|
|
68,561,412 |
|
|
|
2,815,904 |
|
|
|
4.11 |
|
|
|
47,486,890 |
|
|
|
1,587,004 |
|
|
|
3.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing
deposits |
|
|
140,876,783 |
|
|
|
5,689,554 |
|
|
|
4.04 |
|
|
|
99,708,641 |
|
|
|
3,219,826 |
|
|
|
3.23 |
|
|
|
74,655,385 |
|
|
|
1,790,695 |
|
|
|
2.40 |
|
Borrowed funds |
|
|
16,423,688 |
|
|
|
573,405 |
|
|
|
3.49 |
|
|
|
13,831,772 |
|
|
|
509,851 |
|
|
|
3.69 |
|
|
|
12,624,230 |
|
|
|
337,258 |
|
|
|
2.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing
liabilities |
|
|
157,300,471 |
|
|
|
6,262,959 |
|
|
|
3.98 |
|
|
|
113,540,413 |
|
|
|
3,729,677 |
|
|
|
3.28 |
|
|
|
87,279,615 |
|
|
|
2,127,953 |
|
|
|
2.44 |
|
Non-interest bearing deposits |
|
|
34,561,334 |
|
|
|
|
|
|
|
|
|
|
|
33,723,186 |
|
|
|
|
|
|
|
|
|
|
|
28,995,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
191,861,805 |
|
|
|
6,262,959 |
|
|
|
3.26 |
|
|
|
147,263,599 |
|
|
|
3,729,677 |
|
|
|
2.53 |
|
|
|
116,274,880 |
|
|
|
2,127,953 |
|
|
|
1.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
1,249,573 |
|
|
|
|
|
|
|
|
|
|
|
941,585 |
|
|
|
|
|
|
|
|
|
|
|
536,458 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
35,463,615 |
|
|
|
|
|
|
|
|
|
|
|
34,377,813 |
|
|
|
|
|
|
|
|
|
|
|
17,855,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders
equity |
|
$ |
228,574,993 |
|
|
|
|
|
|
|
|
|
|
$ |
182,582,997 |
|
|
|
|
|
|
|
|
|
|
$ |
134,666,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread(1) |
|
|
|
|
|
|
|
|
|
|
2.98 |
|
|
|
|
|
|
|
|
|
|
|
3.29 |
|
|
|
|
|
|
|
|
|
|
|
3.18 |
|
Net interest income(1) |
|
|
|
|
|
$ |
8,389,593 |
|
|
|
3.98 |
% |
|
|
|
|
|
$ |
7,397,447 |
|
|
|
4.37 |
% |
|
|
|
|
|
$ |
4,952,375 |
|
|
|
3.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 securities. 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. |
30
The following table describes the impact on our interest income and expense resulting from changes
in average balances and average rates for the periods indicated. The change in interest income due
to both volume and rate is reported with the rate variance.
Rate/Volume Variance Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months Ended December 31, |
|
|
Twelve months Ended December 31, |
|
|
|
2007 compared to 2006 |
|
|
2006 compared to 2005 |
|
|
|
|
|
|
|
Variance due to: |
|
|
|
|
|
|
Variance due to: |
|
|
|
Total |
|
|
Rate |
|
|
Volume |
|
|
Total |
|
|
Rate |
|
|
Volume |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold(1) |
|
$ |
(175,963 |
) |
|
$ |
76,447 |
|
|
$ |
(252,410 |
) |
|
$ |
685,488 |
|
|
$ |
401,747 |
|
|
$ |
283,741 |
|
Interest bearing deposits |
|
|
25,533 |
|
|
|
259 |
|
|
|
25,274 |
|
|
|
(2,101 |
) |
|
|
(42 |
) |
|
|
(2,059 |
) |
Investment Securities(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
(12,269 |
) |
|
|
388 |
|
|
|
(12,657 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency |
|
|
17,341 |
|
|
|
43,200 |
|
|
|
(25,859 |
) |
|
|
36,785 |
|
|
|
16,502 |
|
|
|
20,283 |
|
Mortgage backed securities |
|
|
(16,240 |
) |
|
|
(103 |
) |
|
|
(16,137 |
) |
|
|
(18,953 |
) |
|
|
187 |
|
|
|
(19,140 |
) |
Municipal securities |
|
|
(4,676 |
) |
|
|
(543 |
) |
|
|
(4,133 |
) |
|
|
3,141 |
|
|
|
8,860 |
|
|
|
(5,719 |
) |
Other |
|
|
3,750 |
|
|
|
(2,646 |
) |
|
|
6,396 |
|
|
|
35,197 |
|
|
|
42,068 |
|
|
|
(6,871 |
) |
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
1,473,699 |
|
|
|
(28,003 |
) |
|
|
1,501,702 |
|
|
|
1,180,925 |
|
|
|
189,317 |
|
|
|
991,608 |
|
Mortgage |
|
|
2,325,671 |
|
|
|
31,493 |
|
|
|
2,294,178 |
|
|
|
2,131,047 |
|
|
|
594,020 |
|
|
|
1,537,027 |
|
Installment |
|
|
(111,418 |
) |
|
|
(4,717 |
) |
|
|
(106,701 |
) |
|
|
(4,733 |
) |
|
|
15,705 |
|
|
|
(20,438 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest revenue (1) |
|
|
3,525,428 |
|
|
|
115,775 |
|
|
|
3,409,653 |
|
|
|
4,046,796 |
|
|
|
1,268,364 |
|
|
|
2,778,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
|
(5,060 |
) |
|
|
(2,027 |
) |
|
|
(3,033 |
) |
|
|
13,552 |
|
|
|
16,956 |
|
|
|
(3,404 |
) |
Money market and NOW |
|
|
245,622 |
|
|
|
141,257 |
|
|
|
104,365 |
|
|
|
186,679 |
|
|
|
145,674 |
|
|
|
41,005 |
|
Other time deposits |
|
|
2,229,166 |
|
|
|
568,932 |
|
|
|
1,660,234 |
|
|
|
1,228,900 |
|
|
|
525,011 |
|
|
|
703,889 |
|
Borrowed funds |
|
|
63,554 |
|
|
|
(28,049 |
) |
|
|
91,603 |
|
|
|
172,593 |
|
|
|
140,352 |
|
|
|
32,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
2,533,282 |
|
|
|
680,113 |
|
|
|
1,853,169 |
|
|
|
1,601,724 |
|
|
|
827,993 |
|
|
|
773,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income(1) |
|
$ |
992,146 |
|
|
$ |
(564,338 |
) |
|
$ |
1,556,484 |
|
|
$ |
2,445,072 |
|
|
$ |
440,371 |
|
|
$ |
2,004,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Interest revenue is presented on a fully taxable equivalent (FTE) basis. Management
believes providing this information on a FTE basis provides investors with a more accurate
picture of our net interest spread and net interest income and we believe it to be the
preferred industry measurement of these calculations. See Reconciliation of Non-GAAP
Measures. |
Provision for Loan Losses
Originating loans involves a degree of risk that credit losses will occur in varying amounts
according to, among other factors, the type of loans being made, the credit-worthiness of the
borrowers over the term of the loans, the quality of the collateral for the loan, if any, as well
as general economic conditions. We charge the provision for loan losses to earnings to maintain
the total allowance for loan losses at a level considered by management to represent its best
estimate of the losses known and inherent in the portfolio that are both probable and reasonable to
estimate, based on, among other factors, prior loss experience, volume and type of lending
conducted, estimated value of any underlying collateral, economic conditions (particularly as such
conditions relate to Old Line Banks market area), regulatory guidance, peer statistics,
managements judgment, past due loans in the loan portfolio, loan
charge off experience and concentrations of risk (if any). We charge losses on loans against
the allowance when we believe that collection of loan principal is unlikely. We add back
recoveries on loans previously charged to the allowance.
31
The provision for loan losses was $318,000 for the year ended December 31, 2007, as compared
to $339,000 for the year ended December 31, 2006, a decrease of $21,000 or 6.19%. We decreased the
provision for loan losses because for over seven years we have had minimal past dues and
charge-offs. After completing the analysis outlined below, we determined during the twelve month
period that we had no significant changes in economic factors, personnel, policies or practices
during the period that would directly impact the quality of the loan portfolio and warrant a higher
provision. We further determined that we have completed two years of experience with the majority
of our new lending personnel and a higher legal lending limit and have not experienced any change
in our delinquency patterns.
The provision for loan losses was $339,000 for the year ended December 31, 2006, as compared
to $204,000 for the year ended December 31, 2005, an increase of $135,000 or 66.18%. During the
twelve month period, we increased the provision for loan losses because of the 44.34% growth in our
loan portfolio, particularly the commercial real estate segment, our higher legal lending limit,
and the volume of loans generated by the College Park lending team that we hired in August 2005.
We review the adequacy of the allowance for loan losses at least quarterly. Our review
includes evaluation of impaired loans as required by SFAS No. 114, Accounting by Creditors for
Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosure. Also incorporated in determining the adequacy of the allowance is
guidance contained in the Securities and Exchange Commissions SAB No. 102, Loan Loss Allowance
Methodology and Documentation; the Federal Financial Institutions Examination Councils 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 provided by the Office of the Comptroller of the Currency, Board of Governors of the Federal
Reserve System, Federal Deposit Insurance Corporation, National Credit Union Administration and
Office of Thrift Supervision.
We base the evaluation of the adequacy of the allowance for loan losses upon loan categories.
We categorize loans as installment and other consumer loans (other than boat loans), boat loans,
mortgage loans (commercial real estate, residential real estate and real estate construction) and
commercial loans. We apply loss ratios to each category of loan other than commercial loans
(including letters of credit and unused commitments). We further divide commercial loans by risk
rating and apply loss ratios 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 loan collateral separately and assign loss amounts based
upon the evaluation.
We determine loss ratios for installment and other consumer loans (other than boat loans),
boat loans and mortgage loans (commercial real estate, residential real estate and real estate
construction) based upon a review of prior 18 months delinquency trends for the category, the three
year loss ratio for the category, peer group loss ratios and industry standards.
With respect to commercial loans, management assigns a risk rating of one through eight to
each loan at inception, with a risk rating of one having the least amount of risk and a risk rating
of eight having the greatest amount of risk. For commercial loans of less than $250,000, we may
review the risk rating annually based on, among other things, the borrowers financial condition,
cash flow and ongoing financial viability; the collateral securing the loan; the borrowers
industry and payment history. We review the risk rating for all commercial loans in excess of
$250,000 at least annually. We evaluate loans with a risk rating of five or greater separately and
assign loss amounts based upon the evaluation. For loans with risk ratings between one and four,
we determine loss ratios based upon a review of prior 18 months delinquency trends, the three year
loss ratio, peer group loss ratios and industry standards.
32
We also identify and make any necessary allocation adjustments for any specific concentrations
of credit in a loan category that in managements estimation increase the risk inherent in the
category. If necessary, we will also make an adjustment within one or more loan categories for
economic considerations in our market area that may
impact the quality of the loans in the category. For all periods presented, there were no
specific adjustments made for concentrations of credit or economic considerations. We consider
qualitative or environmental factors that are likely to cause estimated credit losses associated
with our existing portfolio to differ from historical loss experience. These factors include, but
are not limited to, changes in lending policies and procedures, changes in the nature and volume of
the loan portfolio, changes in the experience, ability and depth of lending management and the
effect of other external factors such as competition and legal and regulatory requirements on the
level of estimated credit losses in our existing portfolio.
In the event that our review of the adequacy of the allowance results in any unallocated
amounts, we reallocate such amounts to our loan categories based on the percentage that each
category represents to total gross loans. We have risk management practices designed to ensure
timely identification of changes in loan risk profiles. However, undetected losses inherently
exist within the portfolio. We believe that the allocation of the unallocated portion of the
reserve in the manner described above is appropriate.
We will not create a separate valuation allowance unless we consider a loan impaired under
SFAS No. 114 and SFAS No. 118. At December 31, 2007, we had two non-accrual loans totaling $1.1
million and one loan in the amount of approximately $6,000 past due 30 days at year end. We have
not designated a specific allowance for either of these non-accrual loans. We have no other loans
past due more than 60 or 90 days. We also do not have any substantive loans comprised of sub-prime
mortgages.
Our policies require a review of assets on a regular basis, and we believe that we
appropriately classify loans as well as other assets if warranted. We believe that we use the best
information available to make a determination with respect to the allowance for loan losses,
recognizing that the determination is inherently subjective and that future adjustments may be
necessary depending upon, among other factors, a change in economic conditions of specific
borrowers or generally in the economy, and new information that becomes available to us. However,
there are no assurances that the allowance for loan losses is sufficient to absorb losses on
non-performing assets, or that the allowance will be sufficient to cover losses on non-performing
assets in the future.
The allowance for loan losses represents 0.78% of total loans at December 31, 2007, 0.85% at
December 31, 2006, and 0.91% at December 31, 2005. 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.
33
The following table represents an analysis of the allowance for loan losses for the periods
indicated:
Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
1,280,396 |
|
|
$ |
954,706 |
|
|
$ |
744,862 |
|
Provision for loan losses |
|
|
318,000 |
|
|
|
339,000 |
|
|
|
204,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chargeoffs: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
(6,064 |
) |
|
|
(15,772 |
) |
|
|
|
|
Installment |
|
|
(6,085 |
) |
|
|
(2,685 |
) |
|
|
(135 |
) |
|
|
|
|
|
|
|
|
|
|
Total chargeoffs |
|
|
(12,149 |
) |
|
|
(18,457 |
) |
|
|
(135 |
) |
Recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
|
|
|
|
2,997 |
|
Installment |
|
|
490 |
|
|
|
5,147 |
|
|
|
2,982 |
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
490 |
|
|
|
5,147 |
|
|
|
5,979 |
|
|
|
|
|
|
|
|
|
|
|
Net (chargeoffs) recoveries |
|
|
(11,659 |
) |
|
|
(13,310 |
) |
|
|
5,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
1,586,737 |
|
|
$ |
1,280,396 |
|
|
$ |
954,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to gross loans |
|
|
0.78 |
% |
|
|
0.85 |
% |
|
|
0.91 |
% |
Ratio of net-chargeoffs during period to
average loans outstanding during period |
|
|
0.007 |
% |
|
|
0.011 |
% |
|
|
(0.006 |
%) |
The following table provides a breakdown of the allowance for loan losses:
Allocation of Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
% of Loans |
|
|
|
|
|
|
% of Loans |
|
|
|
|
|
|
% of Loans |
|
|
|
|
|
|
|
in Each |
|
|
|
|
|
|
in Each |
|
|
|
|
|
|
in Each |
|
|
|
Amount |
|
|
Category |
|
|
Amount |
|
|
Category |
|
|
Amount |
|
|
Category |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Installment &
others |
|
$ |
10,236 |
|
|
|
0.46 |
% |
|
$ |
8,939 |
|
|
|
0.45 |
% |
|
$ |
6,995 |
|
|
|
0.57 |
% |
Boat |
|
|
106,405 |
|
|
|
8.66 |
|
|
|
169,093 |
|
|
|
14.29 |
|
|
|
148,045 |
|
|
|
21.22 |
|
Mortgage |
|
|
1,080,897 |
|
|
|
63.56 |
|
|
|
869,101 |
|
|
|
61.55 |
|
|
|
483,245 |
|
|
|
60.21 |
|
Commercial |
|
|
389,199 |
|
|
|
27.32 |
|
|
|
233,263 |
|
|
|
23.71 |
|
|
|
316,421 |
|
|
|
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,586,737 |
|
|
|
100.00 |
% |
|
$ |
1,280,396 |
|
|
|
100.00 |
% |
|
$ |
954,706 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
Non-interest Revenue
2007 compared to 2006
The following table outlines the changes in non-interest revenue for the twelve month periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
$ |
|
|
% |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Change |
|
Service charges on deposit accounts |
|
$ |
292,610 |
|
|
$ |
266,235 |
|
|
$ |
26,375 |
|
|
|
9.91 |
% |
Marine division broker origination fees |
|
|
272,349 |
|
|
|
391,738 |
|
|
|
(119,389 |
) |
|
|
(30.48 |
) |
Earnings on bank owned life insurance |
|
|
340,853 |
|
|
|
145,880 |
|
|
|
194,973 |
|
|
|
133.65 |
|
Income (loss) on investment in real estate LLC |
|
|
24,100 |
|
|
|
56,278 |
|
|
|
(32,178 |
) |
|
|
(57.18 |
) |
Other fees and commissions |
|
|
243,402 |
|
|
|
168,913 |
|
|
|
74,489 |
|
|
|
44.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest revenue |
|
$ |
1,173,314 |
|
|
$ |
1,029,044 |
|
|
$ |
144,270 |
|
|
|
14.02 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts increased due to increases in the number of customers and
the services they use. Because of high gasoline prices, inclement weather and general concerns
about the economy, the marine industry experienced declining sales during 2007. In September 2007,
we discontinued the operations of the marine division and there were minimal broker origination
fees earned during the 4th quarter of 2007. Earnings on bank owned life insurance
increased because we invested an additional $4 million in February 2007. Pointer Ridge began
leasing its building to tenants in July 2006 and it had minimal expenses in 2006. In 2007,
expenses associated with operating the building increased. As a result, Pointer Ridges
profitability declined in 2007. Other fees and commissions increased primarily because in April
2007, we began leasing the Waldorf office space that we vacated in July 2006 and because of
increases in miscellaneous and loan income received from the increased volume of closings on loans
and letters of credit.
Because of the new lenders we have hired and the new College Park, Bowie and Greenbelt
branches that we have opened, we expect that customer relationships will continue to grow during
2008. We anticipate this growth will cause an increase in service charges on deposit accounts. As
a result of our decision to cease operations in the marine division, we will not have any fee
income from the marine division in 2008. We believe the demand in the commercial real estate
market will remain stable in 2008 and we will have an additional number of opportunities to provide
financing of these facilities. Therefore, other loan fees which are included in other fees and
commissions should remain constant. We expect our earnings on bank owned life insurance will
increase during 2008 primarily because of the additional $4 million investment in February 2007. We
anticipate the income from Pointer Ridge will remain stable in 2008 and will produce break-even
profitability. As a result, we expect our earnings in Pointer Ridge during 2008, if any, will be
nominal.
2006 compared to 2005
The following table outlines the changes in non-interest revenue for the twelve month periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
$ |
|
|
% |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Change |
|
Service charges on deposit accounts |
|
$ |
266,235 |
|
|
$ |
241,619 |
|
|
$ |
24,616 |
|
|
|
10.19 |
% |
Marine division broker origination fees |
|
|
391,738 |
|
|
|
109,669 |
|
|
|
282,069 |
|
|
|
257.20 |
|
Earnings on bank owned life insurance |
|
|
145,880 |
|
|
|
78,358 |
|
|
|
67,522 |
|
|
|
86.17 |
|
Income (loss) on investment in real estate LLC |
|
|
56,278 |
|
|
|
(64 |
) |
|
|
56,342 |
|
|
|
|
|
Other fees and commissions |
|
|
168,913 |
|
|
|
191,280 |
|
|
|
(22,367 |
) |
|
|
(11.69 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest revenue |
|
$ |
1,029,044 |
|
|
$ |
620,862 |
|
|
$ |
408,182 |
|
|
|
65.74 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
Non-interest revenue totaled $1.0 million for the twelve months ended December 31, 2006, an
increase of $408,182 or 65.74% from the 2005 amount of $620,862. Non-interest revenue for the
twelve months ended December 31, 2006 and December 31, 2005 included fee income from service
charges on deposit accounts, broker origination fees from the marine division, income from our
investment in real estate LLC (Pointer Ridge) and other fees and commissions.
For the twelve months ended December 31, 2006, service charges on deposit accounts increased
$24,616, marine division broker origination fees increased $282,069, and earnings on bank owned
life insurance increased $67,522. Service charges on deposit accounts increased due to increases
in the number of customers and the services they used. The marine divisions broker origination
fees increased due to the increase in the number of transactions and the average dollar amount of
the transactions that the division brokered. Earnings on bank owned life insurance increased
because we purchased the investment in June 2005 and had a full year of earnings in 2006 versus a
half year of earnings in 2005. Pointer Ridge began leasing its building to tenants in June 2006
and our interest in the earnings for the twelve month period increased $56,342. Other fees and
commissions decreased $22,367 because we collected fewer loan fees on construction loans during the
year.
Non-interest Expense
2007 compared to 2006
Non-interest expense for the twelve months ended December 31, 2007 was $6.8 million as
compared to $5.6 million for the same period in 2006. The following chart outlines the changes in
non-interest expenses for the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
$ |
|
|
% |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Change |
|
Salaries |
|
$ |
3,045,932 |
|
|
$ |
2,720,022 |
|
|
$ |
325,910 |
|
|
|
11.98 |
% |
Employee benefits |
|
|
953,554 |
|
|
|
732,447 |
|
|
|
221,107 |
|
|
|
30.19 |
|
Occupancy |
|
|
934,277 |
|
|
|
533,020 |
|
|
|
401,257 |
|
|
|
75.28 |
|
Equipment |
|
|
248,182 |
|
|
|
197,644 |
|
|
|
50,538 |
|
|
|
25.57 |
|
Data processing |
|
|
221,107 |
|
|
|
176,928 |
|
|
|
44,179 |
|
|
|
24.97 |
|
Other operating |
|
|
1,371,499 |
|
|
|
1,201,303 |
|
|
|
170,196 |
|
|
|
14.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expenses |
|
$ |
6,774,551 |
|
|
$ |
5,561,364 |
|
|
$ |
1,213,187 |
|
|
|
21.81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salary and benefit expenses increased because of general salary increases and because of the
new staff for the Bowie and Greenbelt branches, three new loan officers, and additions to corporate
and branch staff. Stock based compensation expense also contributed to the increase and was
$66,456 higher during the year ended December 31, 2007 than year ended December 31, 2006 because
there were more vested options outstanding to an increased number of directors and employees.
Occupancy expense increased because of the new corporate headquarters that we opened in July
2006, the addition of the new Bowie branch in July 2006 and the new Greenbelt branch in June 2007.
Data processing increased because of the new locations, new services provided by our data
processor, and contractual increases. Other operating expenses increased because of increases in
director fees, janitorial, business development, travel, advertising, stationery, office, and
security expenses.
In 2008, we anticipate non-interest expenses will increase. We will incur increased rent
expense related to the new Greenbelt location that opened in June 2007 and the new College Park
location that opened in March 2008. We will also have additional salary and operational expenses
associated with the opening of the College Park branch. Because we expect to open the Bowie and
Crofton branches in late 2008 or early 2009, we anticipate these branches will also increase
salaries, rent, and operational expenses. The closing of the marine division and reductions in
staff that occurred in 2007 will offset some of these increases.
36
2006 compared to 2005
The following table outlines the non-interest expenses for the years ended December 31, 2006
and 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
$ |
|
|
% |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Change |
|
Salaries |
|
$ |
2,720,022 |
|
|
$ |
1,933,631 |
|
|
$ |
786,391 |
|
|
|
40.67 |
% |
Employee benefits |
|
|
732,447 |
|
|
|
333,788 |
|
|
|
398,659 |
|
|
|
119.43 |
|
Occupancy |
|
|
533,020 |
|
|
|
235,979 |
|
|
|
297,041 |
|
|
|
125.88 |
|
Equipment |
|
|
197,644 |
|
|
|
111,560 |
|
|
|
86,084 |
|
|
|
77.16 |
|
Data processing |
|
|
176,928 |
|
|
|
132,209 |
|
|
|
44,719 |
|
|
|
33.82 |
|
Other operating |
|
|
1,201,303 |
|
|
|
828,608 |
|
|
|
372,695 |
|
|
|
44.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expenses |
|
$ |
5,561,364 |
|
|
$ |
3,575,775 |
|
|
$ |
1,985,589 |
|
|
|
55.53 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense for the year ended December 31, 2006 was $5.6 million versus $3.6 million
for the same period in 2005. The $2.0 million or 55.56% increase was primarily attributable to a
$1.2 million increase in salary and benefit expense, a $297,041 increase in occupancy expense, an
$86,084 increase in equipment expense, a $44,719 increase in data processing costs and a $372,695
increase in other operating expenses.
Salary and benefit expenses increased because of general salary increases and because of the
new individuals hired in the marine division, the College Park loan production office, the new
staff for the Bowie branch, the new loan officer in Gaithersburg, the new business development
officer and additions to corporate and branch staff. At March 1, 2007, we had 52 full time and 4
part time employees compared to 44 full time and 5 part time employees at March 1, 2006. The
recognition of stock based compensation awards in our financial statements also increased benefit
expenses approximately $107,000.
Occupancy expense increased because of the new corporate headquarters, the addition of the new
Bowie branch in July 2006, and the establishment of the College Park loan production office in
August 2005. Data processing increased because of the new locations, new services provided by our
data processor, and contractual increases. Other operating expenses increased because of a $67,262
increase in business development and advertising costs, a $41,518 increase in courier costs, an
approximately $45,000 increase in costs associated with the move to Bowie and opening of the Bowie
branch and a $40,380 increase in broker fees paid by the marine division to outside referral
sources.
Income Taxes
2007 Compared to 2006
Income tax expense was $789,053 (33.26% of pre-tax income) for the year ended December 31,
2007 compared to $848,196 (35.02% of pre-tax income) for the same period in 2006. The decrease in
the effective tax rate is primarily due to the tax-exempt income generated by the bank owned life
insurance and the $12,141 tax benefit associated with the portion of the stock based compensation
expense that was related to the issuance of non-qualified options.
2006 Compared to 2005
Income tax expense was $848,196 (35.02% of pre-tax income) for the twelve months ended
December 31, 2006 as compared to $577,651 (33.65% of pre-tax income) for the same period in 2005.
The increase in the effective tax rate is primarily due to the recognition of the stock based
compensation expense of approximately $107,000 which is a non-deductible expense offset by an
increase in interest income from tax exempt investments.
37
Net Income
2007 Compared to 2006
For the year ended December 31, 2007 and 2006, net income was $1.6 million or $0.37 per basic
and diluted common share. Although net income remained unchanged, there was a $1.0 million
increase in net interest income after provision for loan losses, a $59,143 decrease in income
taxes, and a $144,270 increase in non-interest revenue, offset by a $1.2 million increase in
non-interest expense compared to the same period in 2006.
2006 Compared to 2005
Net income was $1.6 million or $0.37 basic and diluted earning per common share for the twelve
month period ending December 31, 2006, an increase of $434,912 or 38.19% compared to net income of
$1.1 million or $0.44 basic and diluted earnings per common share for the same period in 2005. The
increase in net income was the result of a $2.3 million increase in net interest income after
provision for loan losses and a $408,182 increase in non-interest revenue. A $2.0 million
increase in non-interest expense and a $270,545 increase in income tax expense for the period
compared to the same period in 2005 offset the increase in income. Earnings per share decreased on
basic and diluted basis because of the increase in the number of average shares outstanding that
derived from the public offering in October 2005.
Analysis of Financial Condition
Investment Securities
Our portfolio consists primarily of U.S. Treasury securities, U.S. government agency
securities, securities issued by states, counties and municipalities, mortgage-backed securities,
and certain equity securities, including Federal Reserve Bank stock, Federal Home Loan Bank stock,
Maryland Financial Bank stock and Atlantic Central Bankers Bank stock. The portfolio provides a
source of liquidity, collateral for repurchase agreements as well as a means of diversifying our
earning asset portfolio. While we generally intend to hold the investment portfolio assets until
maturity, we classify a significant portion of the portfolio as available for sale. We account for
securities so classified 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 securities
classified in the held to maturity category at amortized cost. We invest in securities for the
yield they produce and not to profit from trading the securities. There are no trading securities
in the portfolio.
The investment portfolio at December 31, 2007 amounted to $11.7 million, a decrease of $5.2
million, or 30.77%, from the December 31, 2006 amount of $16.9 million. Available for sale
investment securities decreased to $9.4 million at December 31, 2007 from $14.1 million at December
31, 2006. The decrease in the available for sale investment portfolio occurred because some of
these assets matured and we purchased federal funds or deployed the proceeds into loans. Held to
maturity securities decreased to $2.3 million on December 31, 2007 as compared to $2.8 million on
December 31, 2006 because of maturing investments during the period. The carrying value of
available for sale securities included net unrealized losses of $49,127 at December 31, 2007
(reflected as unrealized losses of $29,749 in stockholders equity after deferred taxes) as
compared to net unrealized losses of $280,092 ($171,921 net of taxes) as of December 31, 2006. In
general, the decrease in unrealized losses was a result of the maturity of securities, declining
interest rates and a shortening of the remaining term until maturity. As required under SFAS No.
115, we have evaluated securities with unrealized losses for an extended period of time and
determined that these losses are temporary because we expect to hold them until maturity. As the
maturity date moves closer and/or interest rates decline, the unrealized losses in the portfolio
will decline or dissipate.
38
The investment portfolio at December 31, 2006 amounted to $16.9 million, an increase of
$791,842, or 4.91%, from the December 31, 2005 amount of $16.1 million. Available for sale
investment securities increased to $14.1 million at December 31, 2006 from $13.9 million at
December 31, 2005. The increase in the available for sale investment portfolio occurred because
some of these assets matured and we purchased new securities. Held to maturity securities
increased to $2.8 million on December 31, 2006 as compared to $2.2 million on December 31, 2005.
The carrying value of available for sale securities included net unrealized losses of $280,092 at
December 31, 2006 (reflected as unrealized losses of $171,921 in stockholders equity after
deferred taxes) as compared to net unrealized losses of $414,777 ($254,590 net of taxes) as of
December 31, 2005. In general, the decrease in unrealized losses was a result of the maturity of
securities and a shortening of the remaining term until maturity.
The following table sets forth a summary of the investment securities portfolio as of the
periods indicated. Available for sale securities are reported at estimated fair value; held to
maturity securities are reported at amortized cost.
Investment Securities
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available For Sale Securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
998 |
|
|
$ |
1,962 |
|
|
$ |
1,945 |
|
U.S. government agency |
|
|
4,472 |
|
|
|
7,839 |
|
|
|
7,148 |
|
Municipal securities |
|
|
2,914 |
|
|
|
2,889 |
|
|
|
3,092 |
|
Mortgage backed securities |
|
|
1,009 |
|
|
|
1,429 |
|
|
|
1,741 |
|
|
|
|
|
|
|
|
|
|
|
Total Available for Sale
Securities |
|
$ |
9,393 |
|
|
$ |
14,119 |
|
|
$ |
13,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held To Maturity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
2,001 |
|
|
$ |
2,001 |
|
|
$ |
2,002 |
|
U.S. government agency |
|
|
|
|
|
|
500 |
|
|
|
|
|
Municipal securities |
|
|
301 |
|
|
|
301 |
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
Total Held to Maturity Securities |
|
$ |
2,302 |
|
|
$ |
2,802 |
|
|
$ |
2,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities |
|
$ |
2,080 |
|
|
$ |
1,576 |
|
|
$ |
1,103 |
|
|
|
|
|
|
|
|
|
|
|
39
The following table shows the maturities for the securities portfolio at December 31, 2007 and
2006.
Amortized Cost, Carrying Value and Average Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale |
|
|
Held to Maturity |
|
|
|
Amortized |
|
|
Market |
|
|
Average |
|
|
Amortized |
|
|
Market |
|
|
Average |
|
December 31, 2007 |
|
Cost |
|
|
Value |
|
|
Yield |
|
|
Cost |
|
|
Value |
|
|
Yield |
|
|
Maturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 months or less |
|
$ |
1,349,685 |
|
|
$ |
1,348,028 |
|
|
|
3.17 |
% |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
Over 3 months through 1 year |
|
|
2,644,398 |
|
|
|
2,629,408 |
|
|
|
3.32 |
% |
|
|
1,500,855 |
|
|
|
1,498,672 |
|
|
|
3.23 |
% |
Over one to five years |
|
|
3,530,043 |
|
|
|
3,512,777 |
|
|
|
3.43 |
% |
|
|
599,618 |
|
|
|
604,237 |
|
|
|
3.84 |
% |
Over five to ten years |
|
|
1,707,775 |
|
|
|
1,693,237 |
|
|
|
3.60 |
% |
|
|
201,118 |
|
|
|
194,430 |
|
|
|
4.91 |
% |
Over ten years |
|
|
210,582 |
|
|
|
209,906 |
|
|
|
4.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,442,483 |
|
|
$ |
9,393,356 |
|
|
|
|
|
|
$ |
2,301,591 |
|
|
$ |
2,297,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged Securities |
|
$ |
5,921,588 |
|
|
$ |
5,890,011 |
|
|
|
|
|
|
$ |
2,000,638 |
|
|
$ |
2,002,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale |
|
|
Held to Maturity |
|
|
|
Amortized |
|
|
Market |
|
|
Average |
|
|
Amortized |
|
|
Market |
|
|
Average |
|
December 31, 2006 |
|
Cost |
|
|
Value |
|
|
Yield |
|
|
Cost |
|
|
Value |
|
|
Yield |
|
|
Maturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 months or less |
|
$ |
499,882 |
|
|
$ |
499,062 |
|
|
|
2.48 |
% |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
Over 3 months through 1 year |
|
|
2,442,791 |
|
|
|
2,406,916 |
|
|
|
3.14 |
% |
|
|
500,000 |
|
|
|
500,530 |
|
|
|
5.65 |
% |
Over one to five years |
|
|
10,756,631 |
|
|
|
10,523,594 |
|
|
|
3.75 |
% |
|
|
2,101,138 |
|
|
|
2,052,154 |
|
|
|
3.40 |
% |
Over five to ten years |
|
|
699,437 |
|
|
|
689,077 |
|
|
|
3.30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Over ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
201,251 |
|
|
|
193,988 |
|
|
|
4.91 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,398,741 |
|
|
$ |
14,118,649 |
|
|
|
|
|
|
$ |
2,802,389 |
|
|
$ |
2,746,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged Securities |
|
$ |
8,709,125 |
|
|
$ |
8,502,696 |
|
|
|
|
|
|
$ |
2,001,350 |
|
|
$ |
1,952,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual maturities of mortgage-backed securities are not reliable indicators of their
expected life because mortgage borrowers have the right to prepay mortgages at any time.
Additionally, the issuer may call the callable agency securities listed above prior to the
contractual maturity.
Investment in real estate LLC
As discussed above, Old Line Bancshares also has a 50% ownership or an $805,971 investment in
Pointer Ridge, a real estate investment limited liability company. We lease space for our
headquarters office and branch location in the building owned by Pointer Ridge at 1525 Pointer
Ridge Place, Bowie, Maryland. Frank Lucente, a director of Old Line Bancshares, Inc. and Old Line
Bank, controls 25% of Pointer Ridge and controls the manager of Pointer Ridge.
In connection with our execution of a guarantee for a construction loan made to Pointer Ridge
by an unrelated bank, in November 2005 we reconsidered our investment in Pointer Ridge and
determined that under FASB Interpretation No. 46 Consolidation of Variable Interest Entities
(FIN46R), Pointer Ridge was a variable interest entity, but that Old Line Bancshares was not the
primary beneficiary. Because we concluded that Old Line Bancshares was not the primary beneficiary
of Pointer Ridge under FIN46R, we did not consolidate Pointer Ridges results and financial
position with that of Old Line Bancshares. Rather, we accounted for our investment in Pointer
Ridge using the equity method.
40
At the suggestion of our auditors and the direction of our audit committee, in May 2006, we
requested guidance from the SEC regarding FIN46R and our investment in Pointer Ridge. After
discussions with the SEC, we reconsidered our original conclusions regarding our investment in Pointer Ridge. We again
concluded that Pointer Ridge was a variable interest entity under FIN46R. We also concluded that
our determination in November 2005 that Old Line Bancshares was not the primary beneficiary was
incorrect. Therefore, we consolidated the results and financial position of Pointer Ridge with Old
Line Bancshares for the period ended June 30, 2006. We did not restate our financial statements
for the periods ended December 31, 2005 and March 31, 2006 to reflect these changes since the
impact was immaterial.
On August 25, 2006, as discussed further below, we executed a new Guaranty Agreement with a
new lender that was effective upon Pointer Ridges execution of an Amended Promissory Note and
Amended Deed of Trust, as described immediately below. As required under FIN46R, we once again
reconsidered our investment in Pointer Ridge. Because the new Guaranty Agreement definitively
limits Old Lines guaranty and the variability caused by previous contracts executed by Pointer
Ridge ceases to exist, we have determined that Pointer Ridge is no longer a variable interest
entity and, therefore, we have accounted for our investment in Pointer Ridge using the equity
method. However, even if we had continued to consolidate Pointer Ridges results and financial
position, the effect of the consolidation on our financial statements would have been immaterial.
On September 25, 2006, Pointer Ridge advised us that on August 25, 2006, Pointer Ridge had
entered into, with an unrelated lender, (1) an Amended and Restated Promissory Note that increased
the principal amount of the current Deed of Trust Note dated November 3, 2005 from $5,880,000 to
$6,620,000 (the Amended Promissory Note) and (2) an Amended and Restated Deed of Trust and
Security Agreement that amended and restated the current Deed of Trust Assignment and Security
Agreement dated November 3, 2005 (the Amended Deed of Trust) for that purpose and to reflect the
other modifications, terms and conditions agreed upon by Pointer Ridge and the lender.
The Amended Promissory Note provides that the loan will accrue interest from the date of the
Amended Promissory Note through September 5, 2016 at a rate of 6.28% (Initial Term Interest
Rate). After September 5, 2016, the interest rate will adjust to the greater of (i) the Initial
Term Interest Rate plus 200 basis points or (ii) the Treasury Rate (as defined in the Amended
Promissory Note) plus 200 basis points.
Payments on the Amended Promissory Note began October 5, 2006. For the first 12 months,
Pointer Ridge paid to the lender an installment of interest only. Commencing with the
13th payment and continuing until August 5, 2036, Pointer Ridge will pay equal monthly
payments of principal and interest based on a 30-year amortization. There is a prepayment penalty
if Pointer Ridge prepays the loan prior to September 5, 2016. At December 31, 2007, Pointer Ridge
had borrowed $6.6 million under the Amended Promissory Note.
On August 25, 2006, Old Line executed a new Guaranty Agreement with the lender that was
effective upon Pointer Ridges execution of the Amended Promissory Note and Amended Deed of Trust.
Pursuant to the terms of the guaranty, Old Line has guaranteed the payment to the lender of up to
50% of the loan amount plus any costs incurred by the lender resulting from any acts, omissions or
alleged acts or omissions arising out of or relating to: (1) the misapplication or misappropriation
by Pointer Ridge of any or all money collected, paid or received; (2) rents, issues, profits and
revenues of all or any portion of the property located at 1525 Pointer Ridge Place, Bowie, Maryland
(the Security Property) received or applicable to a period after the occurrence of any Event of
Default which are not applied to pay, first (a) real estate taxes and other charges which, if
unpaid, could result in liens superior to that of the Amended Deed of Trust and (b) premiums on
insurance policies required under the loan documents, and, second, the other ordinary and necessary
expenses of owning and operating the Security Property; (3) waste committed on the Security
Property or damage to the Security Property as a result of intentional misconduct or gross
negligence or the removal of all or any portion of the Security Property in violation of the terms
of the loan documents; (4) fraud or material misrepresentation or failure to disclose a material
fact; (5) the filing of any petition for bankruptcy; or (6) Pointer Ridges failure to maintain its
status as a single purpose entity as required by the loan documents.
41
Loan Portfolio
Loans secured by real estate or luxury boats comprise the majority of the loan portfolio. We
do not have any substantive loans comprised of sub-prime mortgages. Old Line Banks loan customers
are generally located in the greater Washington, D.C. metropolitan area.
The loan portfolio, net of allowance, unearned fees and origination costs increased $51.5
million or 34.24% to $201.9 million at December 31, 2007 from $150.4 million at December 31, 2006.
Commercial business loans increased by $19.6 million (54.59%), commercial real estate loans
(generally owner-occupied) increased by $22.5 million (30.61%), residential real estate loans
(generally home equity and fixed rate home improvement loans) decreased by $164,000 (1.44%), real
estate construction loans (primarily commercial real estate construction) increased by $13.6
million (163.9%) and installment loans decreased by $3.8 million (17.04%) from their respective
balances at December 31, 2006.
The loan portfolio, net of allowance, unearned fees and origination costs, increased $46.2
million or 44.34% to $150.4 million at December 31, 2006 from $104.2 million at December 31, 2005.
Commercial business loans increased by $17.0 million (89.95%), commercial real estate loans
(generally owner-occupied) increased by $25.0 million (51.55%), residential real estate loans
(generally home equity and fixed rate home improvement loans) increased by $1.6 million (16.33%),
real estate construction loans increased by $3.5 million (72.92%) and installment loans decreased
by $512,000 (2.24%) from their respective balances at December 31, 2005.
During 2007, we saw loan and deposit growth generated from our entire team of lenders, branch
personnel and board of directors. We anticipate the entire team will continue to focus their
efforts on business development during 2008 and continue to grow the loan portfolio.
The following table summarizes the composition of the loan portfolio by dollar amount and
percentages:
Loan Portfolio
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
96,018 |
|
|
|
47.26 |
% |
|
$ |
73,511 |
|
|
|
48.54 |
% |
|
$ |
48,530 |
|
|
|
46.29 |
% |
Construction |
|
|
21,905 |
|
|
|
10.78 |
|
|
|
8,321 |
|
|
|
5.49 |
|
|
|
4,823 |
|
|
|
4.60 |
|
Residential |
|
|
11,227 |
|
|
|
5.53 |
|
|
|
11,391 |
|
|
|
7.52 |
|
|
|
9,767 |
|
|
|
9.32 |
|
Commercial |
|
|
55,513 |
|
|
|
27.32 |
|
|
|
35,914 |
|
|
|
23.71 |
|
|
|
18,871 |
|
|
|
18.00 |
|
Installment |
|
|
18,528 |
|
|
|
9.11 |
|
|
|
22,330 |
|
|
|
14.74 |
|
|
|
22,842 |
|
|
|
21.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
203,191 |
|
|
|
100.00 |
% |
|
$ |
151,467 |
|
|
|
100.00 |
% |
|
$ |
104,833 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(1,586 |
) |
|
|
|
|
|
|
(1,280 |
) |
|
|
|
|
|
|
(955 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
costs, net |
|
|
337 |
|
|
|
|
|
|
|
230 |
|
|
|
|
|
|
|
371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
201,942 |
|
|
|
|
|
|
$ |
150,417 |
|
|
|
|
|
|
$ |
104,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
The following table presents the maturities or re-pricing periods of selected loans outstanding at
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Maturity Distribution at December 31, 2007 |
|
|
|
1 year or less |
|
|
1-5 years |
|
|
After 5 years |
|
|
Total |
|
|
|
(Dollars in thousands) |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
26,912 |
|
|
$ |
60,531 |
|
|
$ |
8,575 |
|
|
$ |
96,018 |
|
Construction |
|
|
18,143 |
|
|
|
3,762 |
|
|
|
|
|
|
|
21,905 |
|
Residential |
|
|
8,643 |
|
|
|
2,282 |
|
|
|
302 |
|
|
|
11,227 |
|
Commercial |
|
|
30,739 |
|
|
|
23,275 |
|
|
|
1,499 |
|
|
|
55,513 |
|
Installment |
|
|
261 |
|
|
|
530 |
|
|
|
17,737 |
|
|
|
18,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
$ |
84,698 |
|
|
$ |
90,380 |
|
|
$ |
28,113 |
|
|
$ |
203,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rates |
|
|
44,375 |
|
|
|
65,238 |
|
|
|
21,916 |
|
|
|
131,529 |
|
Variable Rates |
|
|
40,323 |
|
|
|
25,142 |
|
|
|
6,197 |
|
|
|
71,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
$ |
84,698 |
|
|
$ |
90,380 |
|
|
$ |
28,113 |
|
|
$ |
203,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality
Management performs reviews of all delinquent loans and relationship officers work with
customers to resolve potential credit issues in a timely manner. Management generally classifies
loans as non-accrual when collection of full principal and interest under the original terms of the
loan is not expected or payment of principal or interest is 90 days past due. Classifying a loan as
non-accrual results in our no longer accruing interest on such loan and reversing 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 loans
only when received. At December 31, 2007, we had two loans totaling $1.1 million that were 90 days
past due and were classified as non-accrual. The foreclosure process on one of these loans in the
amount of $127,000 was completed in January 2008. We anticipate we will receive payment in full
(including costs) in March, 2008. The borrower on the second loan in the amount of $934,144 filed
for bankruptcy protection in November, 2007. A commercial real estate property secures this loan.
The loan to value at inception of this loan was 80%. In February 2008, we received a lift stay on
the property, the borrower made a payment of $5,000, and made arrangements to pay the remainder of
the past due amount during the next 12 months. We anticipate that we will receive repayment for
all of the balance due on this loan. As of December 31, 2007, the interest not accrued on these
loans was $28,327, none of which was included in net income for the year ended December 31, 2007.
There were no non-accrual loans as of December 31, 2006 and 2005. Other than the loans outlined
above there were no loans 90 days or more past due as of December 31, 2007. There were no loans 90
days or more past due as of December 31, 2006 or 2005.
We classify any property acquired as a result of foreclosure on a mortgage loan as foreclosed
real estate and record it at the lower of the unpaid principal balance or fair value at the date of
acquisition and subsequently carry the loan 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 on at least an annual basis and external inspections on
at least a quarterly basis. As of December 31, 2007, 2006 and 2005, we held no real estate
acquired as a result of foreclosure.
We apply the provisions of Statement of Financial Accounting Standards No. 114 (SFAS No.
114), Accounting by Creditors for Impairment of a Loan, as amended by Statement of Financial
Accounting Standards No. 118 (SFAS No. 118), Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosure. SFAS No. 114 and SFAS No. 118 require that impaired loans,
which consist of all modified loans and other loans for which collection of all contractual
principal and interest is not probable, be measured based on the present value of expected future
cash flows discounted at the loans effective interest rate, or at the loans 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, an impairment is recognized
through a valuation allowance and corresponding provision for credit losses. Old Line Bank
considers consumer loans as homogenous loans and thus does not apply the SFAS No. 114 impairment
test to these loans. We write off impaired loans when collection of the loan is doubtful.
43
As of December 31, 2007, 2006 and 2005, we had no impaired loans. The only restructured loan
was the $934,144 loan outlined above.
Bank owned life insurance
We increased our investment in Bank Owned Life Insurance (BOLI) in February 2007 by
$4.0 million. In June 2005, we purchased $3.3 million of BOLI on the lives of our executive
officers, Messrs. Cornelsen and Burnett and Ms. Rush. With the new investment made in February, we
increased the insurance on Messrs. Cornelsen and Burnett and expanded the coverage of the insurance
policies to insure the lives of several other officers of Old Line Bank. We anticipate the
earnings on these policies will pay for our employee benefit expenses as well as our obligations
under our Salary Continuation Agreements and Supplemental Life Insurance Agreements that we entered
into with our executive officers in January 2006. As a result of this additional $4 million
investment and increased earnings, during 2007, the cash surrender value of the insurance policies
increased by $4.3 million.
On January 3, 2006, Old Line Bank entered into Salary Continuation Agreements and Supplemental
Life Insurance Agreements, with Mr. Cornelsen, Mr. Burnett and Ms. Rush and started accruing for a
related annual expense. Under these agreements, benefits accrue over time from the date of the
agreement until the executive reaches the age of 65. Upon full vesting of the benefit, the
executives will be paid the following annual amounts for 15 years: Mr. Cornelsen $131,607; Mr.
Burnett $23,177; and Ms. Rush $56,658. Under the Supplemental Life Insurance Agreements, Old
Line Bank is obligated to cause the payment of death benefits to the executives designated
beneficiaries in the following amounts: Mr. Cornelsen $874,101; Mr. Burnett $557,232; Ms. Rush
$812,618; and all other officers-$1.9 million. Old Line Bank has funded these obligations
through the BOLI outlined above. There is no obligation to provide any of the insured executives
beneficiaries post retirement benefits from the BOLI.
Deposits
We seek deposits within our market area by paying competitive interest rates, offering high
quality customer service and using technology to deliver deposit services effectively.
At December 31, 2007, the deposit portfolio had grown to $177.8 million, an $8.1 million or
4.77% increase over the December 31, 2006 level of $169.7 million. Non-interest bearing deposits
declined $2.9 million during the period to $35.1 million from $38.0 million primarily due to a
decline in balances in commercial checking accounts that was caused by the decline in the real
estate market and the transfer of funds to interest bearing accounts. Interest-bearing deposits
grew $11.0 million to $142.7 million from $131.7 million. The majority of the growth in
interest-bearing deposits was in money market and certificates of deposit. Money market and NOW
accounts grew from $25.6 million at December 31, 2006 to $33.9 million at December 31, 2007.
Certificates of deposit grew $7.3 million or 7.70% to $102.1 million from $94.8 million. The
growth in these deposits was offset by a $4.6 million decline in savings accounts. Certificates of
deposit and NOW and money market accounts grew due to new customer relationships and the transfer
of funds from savings accounts.
At December 31, 2006, the deposit portfolio had grown to $169.7 million, a $50.0 million or
41.77% increase over the December 31, 2005 level of $119.7 million. We saw growth in several key
categories over the period. Non-interest bearing deposits grew $7.6 million during the period to
$38.0 million from $30.4 million due to new and expanded commercial relationships.
Interest-bearing deposits grew $42.4 million to $131.7 million from $89.3 million. The majority of
the growth in interest-bearing deposits was in other time deposits (primarily, certificates of
deposit), which increased from $55.8 million at December 31, 2005 to $94.8 million at December 31,
2006. Certificates of deposit grew due to increased customer relationships, and the introduction
of the CDARS product in February 2006 which totaled $15.8 million at December 31, 2006. We also
acquired $10.1 million of brokered certificates of deposit in October 2006. Money market and NOW
accounts increased from $25.3 million at December 31, 2005 to $25.6 million at December 31, 2006
while savings accounts increased by $3.0 million to
$11.2 million at December 31, 2006 from $8.2 million at December 31, 2005. Deposits in all
categories increased because of the opening of the Bowie branch in July 2006 and the successful
business development efforts of our branch staff, lending personnel and Board of Directors.
44
In the first quarter of 2006, we began acquiring brokered certificate of deposits through the
Promontory Interfinancial Network. Through this deposit matching network and its certificate of
deposit account registry service (CDARS), we obtained the ability to offer our customers access to
FDIC-insured deposit products in aggregate amounts exceeding current insurance limits. When we
place funds through CDARS on behalf of a customer, we receive matching deposits through the
network. As a result of this service, we expect that we will continue to use brokered deposits as
a component of our funding strategy. At December 31, 2007, we had an additional $5 million in
brokered certificates of deposit that were not related to the CDARs program. 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.
The following is a summary of the maturity distribution of certificates of deposit as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate of Deposit Maturity Distribution |
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
Three Months |
|
|
|
|
|
|
|
|
|
Three Months |
|
|
to |
|
|
Over |
|
|
|
|
|
|
or |
|
|
Twelve |
|
|
Twelve |
|
|
|
|
|
|
Less |
|
|
Months |
|
|
Months |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than $100,000 |
|
$ |
20,680 |
|
|
$ |
30,423 |
|
|
$ |
9,897 |
|
|
$ |
61,000 |
|
Greater than or equal to $100,000 |
|
|
12,945 |
|
|
|
24,944 |
|
|
|
3,262 |
|
|
|
41,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
33,625 |
|
|
$ |
55,367 |
|
|
$ |
13,159 |
|
|
$ |
102,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
Old Line Bank has available lines of credit, including overnight federal funds and repurchase
agreements from its correspondent banks totaling $24.8 million as of December 31, 2007. Old Line
Bank has an additional secured line of credit from the Federal Home Loan Bank of Atlanta (FHLB) of
$71.1 million at December 31, 2007 and $53.8 million at December 31, 2006. 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 $36.7 million of borrowings. Of this, we had borrowed $15
million at December 31, 2007 and $5 million at December 31, 2006.
Short-term borrowings consisted of short-term promissory notes issued to Old Line Banks
customers, federal funds purchased and advances from the FHLB. In 2004, Old Line Bank developed an
enhancement to the basic non-interest bearing demand deposit account for its commercial clients.
This service electronically sweeps excess funds from the customers account into an interest
bearing Master Note with Old Line Bank. These Master Notes re-price daily and have maturities of
270 days or less. At December 31, 2007, Old Line Bank had $16.3 million outstanding in these short
term promissory notes with an average interest rate of 2.53%. At
December 31, 2006, Old Line Bank had $7.2 million outstanding with an average interest rate of
3.46%. At December 31, 2007 and 2006, Old Line Bank did not have any borrowings in overnight
federal funds with the FHLB. On December 31, 2007, we did not have any other short term
borrowings. On December 31, 2006, Old Line Bank also had $2 million outstanding in short term advances from the FHLB. On July 16, 2006, Old
Line Bank borrowed $2 million from the FHLB at an interest rate of 5.65% monthly. The balance was
due in full on January 16, 2007.
45
At December 31, 2007, Old Line Bank had three advances in the amount of $5.0 million each,
from the FHLB totaling $15.0 million. On November 24, 2007, Old Line Bank borrowed $5.0 million
with an interest rate of 3.66%. Interest is due on the 23rd day of each February, May,
August and November, commencing on February 23, 2008. On November 23, 2008, or any interest
payment date thereafter, the FHLB has the option to convert the interest rate on this advance from
a fixed rate to a three (3) month London Interbank Offer Rate (LIBOR) based variable rate. Old
Line Bank must repay this advance in full on November 23, 2010.
On December 12, 2007, Old Line Bank borrowed another $5.0 million from the FHLB. The interest
rate on this advance is 3.3575% and interest is payable on the 12th day of each March,
June, September and December, commencing on March 12, 2008. On December 12, 2008, or any interest
payment date thereafter, the FHLB has the option to convert the interest rate on this advance to a
fixed rate three (3) month LIBOR. The maturity date on this advance is December 12, 2012.
On December 19, 2007, Old Line Bank borrowed an additional $5.0 million from the FHLB. The
interest rate on this borrowing is 3.119% and is payable on the 19th day of each month.
On January 22, 2008 or any interest payment date thereafter, the FHLB has the option to convert the
interest rate on this advance from a fixed rate to a one (1) month LIBOR based variable rate. This
borrowing matures on December 19, 2012.
At December 31, 2006, long term borrowings were one advance from the FHLB. On July 20, 2006,
Old Line Bank borrowed $3.0 million and paid interest at 5.328% each January, April, July and
October. The balance was due in full on July 20, 2009. The FHLB had the one-time option to
terminate the transaction and require payment in full on July 20, 2007. The FHLB exercised this
option and we paid the balance in full on July 20, 2007.
At December 31, 2005, long term borrowings were comprised of advances from the Federal Home
Loan Bank of Atlanta totaling $6 million. Old Line Bank borrowed $4.0 million of the $6.0 million
in January 2001, paid interest only at 4.80%, with total repayment of the $4.0 million due in
January 2011. Interest was payable January 3, April 3, July 3, and October 3 of each year.
Effective January 3, 2002 and any payment date thereafter, the FHLB had the option to convert the
interest rate into a three (3) month LIBOR based floating rate.
In March 2004, Old Line Bank borrowed an additional $2 million from the Federal Home Loan
Bank. Old Line Bank paid interest only, at 1.79% with total repayment of the $2.0 million due in
March 2009. Interest was payable March 17, June 17, September 17 and December 17, of each year.
Effective March 16, 2006 and any payment date thereafter, the FHLB had the option to convert the
interest rate into a three (3) month LIBOR based floating rate.
In March 2006, the FHLB increased the interest rate on the $2 million borrowing and offered
Old Line Bank the option to prepay the facility. Old Line Bank paid the $2 million borrowing. In
July 2006, the FHLB increased the interest rate on the $4 million advance and offered Old Line Bank
the option to prepay the facility. Old Line Bank repaid the advance in full on July 3, 2006.
There were no penalties associated with these prepayments.
For additional information about our borrowings, see Notes 10 and 11 to our consolidated
financial statements.
Liquidity
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. We have credit lines unsecured and secured
available from several correspondent banks totaling $24.8 million. Additionally, we may borrow
funds from the Federal Home Loan Bank of Atlanta. 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 or pledge available for sale investment securities 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 from the investment and loan portfolios.
46
Our immediate sources of liquidity are cash and due from banks and federal funds sold. As of
December 31, 2007, we had $3.1 million in cash and due from banks, and $9.8 million in federal
funds sold and other overnight investments. As of December 31, 2006 and 2005, we had $5.1 million
and $4.4 million in cash and due from banks, and $34.5 million and $35.6 million, respectively, in
federal funds sold and other overnight investments. At December 31, 2006 and 2005, our investment
in federal funds was significantly higher than prior periods because of the $19.2 million in net
proceeds received from the capital offering in October 2005. As anticipated these balances
declined as we deployed the proceeds from the capital offering into loans.
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 Banks inability to meet anticipated or unexpected liquidity needs.
Capital
Our stockholders equity amounted to $34.6 million at December 31, 2007, $34.8 million at
December 31, 2006, and $33.5 million at December 31, 2005. The Federal Reserve considers us well
capitalized under their guidelines.
The following table shows Old Line Bancshares, Inc.s regulatory capital ratios and the
minimum capital ratios currently required by its banking regulator to be well capitalized. For a
discussion of these capital requirements, see Supervision and Regulation Capital Adequacy
Guidelines.
Risk Based Capital Analysis
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
Tier 1 Capital
Common stock |
|
$ |
41 |
|
|
$ |
43 |
|
|
$ |
42 |
|
Additional paid-in capital |
|
|
30,465 |
|
|
|
31,868 |
|
|
|
31,736 |
|
Retained earnings |
|
|
4,155 |
|
|
|
3,077 |
|
|
|
1,992 |
|
Less: disallowed assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tier 1 Capital |
|
$ |
34,661 |
|
|
$ |
34,988 |
|
|
$ |
33,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 2 Capital: |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan
losses |
|
|
1,587 |
|
|
|
1,280 |
|
|
|
955 |
|
|
|
|
|
|
|
|
|
|
|
Total Risk Based Capital |
|
$ |
36,248 |
|
|
$ |
36,268 |
|
|
$ |
34,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk weighted assets |
|
$ |
222,033 |
|
|
$ |
170,809 |
|
|
$ |
122,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum |
Capital Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 risk based
capital ratio |
|
|
15.6 |
% |
|
|
20.5 |
% |
|
|
27.5 |
% |
|
|
4.00 |
% |
Total risk based capital ratio |
|
|
16.3 |
% |
|
|
21.2 |
% |
|
|
28.3 |
% |
|
|
8.00 |
% |
Leverage ratio |
|
|
14.6 |
% |
|
|
17.5 |
% |
|
|
21.5 |
% |
|
|
4.00 |
% |
47
Return on Average Assets and Average Equity
The ratio of net income to average equity and average assets and certain other ratios are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average total assets |
|
$ |
228,575 |
|
|
$ |
182,583 |
|
|
$ |
134,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average equity |
|
|
35,464 |
|
|
|
34,378 |
|
|
|
17,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
1,583 |
|
|
|
1,574 |
|
|
|
1,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared |
|
|
505 |
|
|
|
489 |
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Divided payout ratio for period |
|
|
31.91 |
% |
|
|
31.06 |
% |
|
|
23.46 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets |
|
|
0.69 |
% |
|
|
0.86 |
% |
|
|
0.85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average equity |
|
|
4.46 |
% |
|
|
4.58 |
% |
|
|
6.38 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average stockholders equity to
average total assets |
|
|
15,52 |
% |
|
|
18.83 |
% |
|
|
13.26 |
% |
|
|
|
|
|
|
|
|
|
|
Contractual Obligations, Commitments, Contingent Liabilities, and Off-balance Sheet Arrangements
Old Line Bancshares, Inc. 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, Inc. 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 do not
represent unusual risks and management does not anticipate any losses which would have a material
effect on Old Line Bancshares, Inc. Old Line Bancshares, Inc. also has operating lease
obligations.
Old Line Bancshares, Inc.s guaranty obligation made in connection with Pointer Ridges
construction loan also creates off-balance sheet risk, as further described below.
48
Outstanding loan commitments and lines and letters of credit at December 31 of 2007, 2006 and
2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to extend credit and available credit lines: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
16,398 |
|
|
$ |
13,095 |
|
|
$ |
5,225 |
|
Real estate-undisbursed development and construction |
|
|
35,966 |
|
|
|
27,295 |
|
|
|
13,921 |
|
Real estate-undisbursed home equity lines of credit |
|
|
5,250 |
|
|
|
4,525 |
|
|
|
4,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
57,614 |
|
|
$ |
44,915 |
|
|
$ |
24,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby letters of credit |
|
$ |
1,634 |
|
|
$ |
1,515 |
|
|
$ |
1,807 |
|
|
|
|
|
|
|
|
|
|
|
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, Inc. 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 managements 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 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. Each customers credit-worthiness is evaluated on a case-by-case basis. 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 $36.0 million, or
62.50% of the $57.6 million, 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 nonperformance 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. Our
borrowers generally secure the entire letter of credit commitment with cash.
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 customers
credit-worthiness and the collateral required on a case-by-case basis.
As indicated above, on August 25, 2006, Pointer Ridge, entered into a loan agreement with an
unrelated bank, pursuant to which the bank agreed to make a mortgage loan to Pointer Ridge in a
principal amount of $6.6 million to finance the commercial office building at 1525 Pointer Ridge
Place, Bowie, Maryland. We lease approximately half of this building for our main office and
operate a branch of Old Line Bank from this address. Old Line Bancshares, Inc. has a 50% ownership
in Pointer Ridge and we record this investment on the equity method.
The Amended Promissory Note provides that the loan will accrue interest from the date of the
Amended Promissory Note through September 5, 2016 at a rate of 6.28% (Initial Term Interest Rate).
After September 5, 2016, the interest rate will adjust to the greater of (i) the Initial Term
Interest Rate plus 200 basis points or (ii) the Treasury Rate (as defined in the Amended Promissory
Note) plus 200 basis points.
49
Payments on the Amended Promissory Note began October 5, 2006. For the first 12 months,
Pointer Ridge paid to the lender an installment of interest only. Commencing with the
13th payment and continuing until August 5, 2036, Pointer Ridge will pay equal monthly
payments of principal and interest based on a 30-year amortization. There is a prepayment penalty
if Pointer Ridge prepays the loan prior to September 5, 2016. At December 31, 2007, Pointer Ridge
had borrowed $6.6 million under the Amended Promissory Note.
On August 25, 2006, Old Line executed a new Guaranty Agreement with the lender that was
effective upon Pointer Ridges execution of the Amended Promissory Note and Amended Deed of Trust.
Pursuant to the terms of the guaranty, Old Line has guaranteed the payment to the lender of up to
50% of the loan amount plus any costs incurred by the lender resulting from any acts, omissions or
alleged acts or omissions arising out of or relating to: (1) the misapplication or misappropriation
by Pointer Ridge of any or all money collected, paid or received; (2) rents, issues, profits and
revenues of all or any portion of the property located at 1525 Pointer Ridge Place, Bowie, Maryland
(the Security Property) received or applicable to a period after the occurrence of any Event of
Default which are not applied to pay, first (a) real estate taxes and other charges which, if
unpaid, could result in liens superior to that of the Amended Deed of Trust and (b) premiums on
insurance policies required under the loan documents, and, second, the other ordinary and necessary
expenses of owning and operating the Security Property; (3) waste committed on the Security
Property or damage to the Security Property as a result of intentional misconduct or gross
negligence or the removal of all or any portion of the Security Property in violation of the terms
of the loan documents; (4) fraud or material misrepresentation or failure to disclose a material
fact; (5) the filing of any petition for bankruptcy; or (6) Pointer Ridges failure to maintain its
status as a single purpose entity as required by the loan documents.
We do not believe that we will incur any obligations under the guaranty. If we were to become
obligated under the guaranty, we do not believe that it would have any material effect on our
liquidity or capital resources.
Old Line Bancshares, Inc. has various financial obligations, including contractual obligations
and commitments. The following table presents, as of December 31, 2007, significant fixed and
determinable contractual obligations to third parties by payment date.
Contractual Obligations
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within |
|
|
One to |
|
|
Three to |
|
|
Over |
|
|
|
|
|
|
one year |
|
|
three years |
|
|
five years |
|
|
five years |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
$ |
35,141 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
35,141 |
|
Interest-bearing deposits |
|
|
130,206 |
|
|
|
12,392 |
|
|
|
767 |
|
|
|
|
|
|
|
143,365 |
|
Short-term borrowings |
|
|
16,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,347 |
|
Long-term borrowings |
|
|
|
|
|
|
5,000 |
|
|
|
10,000 |
|
|
|
|
|
|
|
15,000 |
|
Purchase obligations |
|
|
757 |
|
|
|
207 |
|
|
|
|
|
|
|
|
|
|
|
964 |
|
Operating leases |
|
|
761 |
|
|
|
1,578 |
|
|
|
1,619 |
|
|
|
17,523 |
|
|
|
21,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
183,212 |
|
|
$ |
19,177 |
|
|
$ |
12,386 |
|
|
$ |
17,523 |
|
|
$ |
232,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Line Bancshares, Inc.s operating lease obligations represents rental payments for four
branches, two loan production offices, and our corporate headquarters. We have not included any
amounts for the Crofton, Annapolis or Bowie leases which we may become obligated for in 2008. The
interest-bearing obligations include accrued interest. Purchase obligations represent estimated
obligations under agreements to purchase goods or services that are enforceable and legally
binding. The purchase obligation amounts presented above primarily relate to estimated obligations
under data and item processing contracts, and accounts payable for goods and services received
through December 31, 2007.
50
Reconciliation of Non-GAAP Measures
Below is a reconciliation of the FTE adjustments and the GAAP basis information presented in
this report:
Twelve months ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Funds |
|
|
Investment |
|
|
Interest |
|
|
Net Interest |
|
|
Interest |
|
|
|
Sold |
|
|
Securities |
|
|
Earning Assets |
|
|
Income |
|
|
Spread |
|
GAAP interest income |
|
$ |
1,116,822 |
|
|
$ |
643,826 |
|
|
$ |
14,554,358 |
|
|
$ |
8,291,399 |
|
|
|
|
|
Tax equivalent adjustment |
|
|
25,885 |
|
|
|
72,309 |
|
|
|
98,194 |
|
|
|
98,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest income |
|
$ |
1,142,707 |
|
|
$ |
716,135 |
|
|
$ |
14,652,552 |
|
|
$ |
8,389,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP interest yield |
|
|
5.19 |
% |
|
|
3.80 |
% |
|
|
6.91 |
% |
|
|
3.94 |
% |
|
|
2.94 |
% |
Taxable equivalent adjustment |
|
|
0.12 |
% |
|
|
0.43 |
% |
|
|
0.05 |
% |
|
|
0.04 |
% |
|
|
0.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest yield |
|
|
5.31 |
% |
|
|
4.23 |
% |
|
|
6.96 |
% |
|
|
3.98 |
% |
|
|
2.98 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Funds |
|
|
Investment |
|
|
Interest |
|
|
Net Interest |
|
|
Interest |
|
|
|
Sold |
|
|
Securities |
|
|
Earning Assets |
|
|
Income |
|
|
Spread |
|
GAAP interest income |
|
$ |
1,288,536 |
|
|
$ |
654,283 |
|
|
$ |
11,023,044 |
|
|
$ |
7,293,367 |
|
|
|
|
|
Tax equivalent adjustment |
|
|
30,134 |
|
|
|
73,946 |
|
|
|
104,080 |
|
|
|
104,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest income |
|
$ |
1,318,670 |
|
|
$ |
728,229 |
|
|
$ |
11,127,124 |
|
|
$ |
7,397,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP interest yield |
|
|
4.89 |
% |
|
|
3.56 |
% |
|
|
6.51 |
% |
|
|
4.31 |
% |
|
|
3.23 |
% |
Taxable equivalent adjustment |
|
|
0.11 |
% |
|
|
0.40 |
% |
|
|
0.06 |
% |
|
|
0.06 |
% |
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest yield |
|
|
5.00 |
% |
|
|
3.96 |
% |
|
|
6.57 |
% |
|
|
4.37 |
% |
|
|
3.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
Twelve months ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Funds |
|
|
Investment |
|
|
Interest |
|
|
Net Interest |
|
|
Interest |
|
|
|
Sold |
|
|
Securities |
|
|
Earning Assets |
|
|
Income |
|
|
Spread |
|
GAAP interest income |
|
$ |
622,070 |
|
|
$ |
606,299 |
|
|
$ |
7,003,456 |
|
|
$ |
4,875,503 |
|
|
|
|
|
Tax equivalent adjustment |
|
|
11,112 |
|
|
|
65,760 |
|
|
|
76,872 |
|
|
|
76,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest income |
|
$ |
633,182 |
|
|
$ |
672,059 |
|
|
$ |
7,080,328 |
|
|
$ |
4,952,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP interest yield |
|
|
3.42 |
% |
|
|
3.25 |
% |
|
|
5.55 |
% |
|
|
3.87 |
% |
|
|
3.12 |
% |
Taxable equivalent adjustment |
|
|
0.06 |
% |
|
|
0.36 |
% |
|
|
0.07 |
% |
|
|
0.06 |
% |
|
|
0.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax equivalent interest yield |
|
|
3.48 |
% |
|
|
3.61 |
% |
|
|
5.62 |
% |
|
|
3.93 |
% |
|
|
3.18 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of Inflation and Changing Prices and Seasonality
We have 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 institutions 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 price index. As discussed in Item 7A, we strive to manage our interest sensitive
assets and liabilities in order to offset the effects of rate changes and inflation.
Application of Critical Accounting Policies
We prepare our financial statements in accordance with accounting principles generally
accepted in the United States of America and follow general practices within the industry in which
we operate. Application of these principles requires management to make estimates, assumptions,
and judgments that affect the amounts reported in the financial statements and accompanying notes.
We base these estimates, assumptions, and judgments on information available as of the date of the
financial statements; accordingly, as this information changes, the financial statements could
reflect different estimates, assumptions, and judgments. Certain policies inherently have a
greater reliance on the use of estimates, assumptions, and judgments and as such have a greater
possibility of producing results that could be materially different than originally reported.
Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be
recorded at fair value, when a decline in the value of an asset not carried on the financial
statements at fair value warrants an impairment write-down or valuation reserve to be established,
or when an asset or liability needs to be recorded contingent upon a future event. Carrying
assets and liabilities at fair value inherently results in more financial statement volatility.
The fair values and the information used to record valuation adjustments for certain assets and
liabilities are based either on quoted market prices or are provided by other third-party sources,
when available.
The most significant accounting policies that we follow are presented in Note 1 to the
consolidated financial statements. These policies, along with the disclosures presented in the
other financial statement notes and in this financial review, provide information on how we value
significant assets and liabilities in the financial statements and how we determine those values.
Based on the valuation techniques used and the sensitivity of financial statement amounts to the
methods, assumptions, and estimates underlying those amounts, management has identified the
determination of the allowance for loan losses as the accounting area that requires the most
subjective or complex judgments, and as such could be most subject to revision as new information
becomes available.
52
The allowance for loan losses represents managements best estimate of the losses known and
inherent in the loan portfolio that are both probable and reasonable to estimate, based on, among other
factors, prior loss experience, volume and type of lending conducted, estimated value of any
underlying collateral, economic conditions (particularly as such conditions relate to Old Line
Banks market area), regulatory guidance, peer statistics, managements judgment, past due loans in
the loan portfolio, loan charge off experience and concentrations of risk (if any). Determining
the amount of the allowance for loan losses is considered a critical accounting estimate because it
requires significant estimates, assumptions, and judgments. The loan portfolio also represents the
largest asset type on the consolidated balance sheets.
We evaluate the adequacy of the allowance for loan losses based upon loan categories except
for delinquent loans and loans for which management has knowledge about possible credit problems of
the borrower or knowledge of problems with loan collateral, which management evaluates separately
and assigns loss amounts based upon the evaluation. We apply loss ratios to each category of loan
other than commercial loans (including letters of credit and unused commitments), where we further
divide the loans by risk rating and apply loss ratios by risk rating, to determine estimated loss
amounts. Categories of loans are installment and other consumer loans (other than boat loans),
boat loans, mortgage loans (commercial real estate, residential real estate and real estate
construction) and commercial loans.
Management has significant discretion in making the judgments inherent in the determination of
the provision and allowance for loan losses, including in connection with the valuation of
collateral and the financial condition of the borrower, and in establishing loss ratios and risk
ratings. The establishment of allowance factors is a continuing exercise and allowance factors may
change over time, resulting in an increase or decrease in the amount of the provision or allowance
based upon the same volume and classification of loans.
Changes in allowance factors or in managements interpretation of those factors will have a
direct impact on the amount of the provision, and a corresponding effect on income and assets.
Also, errors in managements perception and assessment of the allowance factors could result in the
allowance not being adequate to cover losses in the portfolio, and may result in additional
provisions or charge-offs, which would adversely affect income and capital. For additional
information regarding the allowance for loan losses, see the Provision for Loan Losses section of
this financial review.
Recent Accounting Pronouncements
The following are recent accounting pronouncements approved by the Financial Accounting
Standards Board (FASB). These Statements will not have any material impact on the financial
statements of Bancshares or the Bank.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. SFAS
No. 141(R) will significantly change the accounting for business combinations in a number of areas,
including the treatment of contingent consideration, contingencies, acquisition costs, in-process
research and development costs and restructuring costs. Additionally, under SFAS No. 141(R),
changes in deferred tax asset valuation allowances and acquired income uncertainties in a business
combination after the measurement period will impact income tax expense. The provisions of this
standard are effective beginning January 1, 2009. We do not expect that SFAS No. 141(R) will have
a material impact on our consolidated results of operations or financial position.
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. SFAS No. 159
permits entities to choose to measure many financial instruments and certain other items at fair
value and amends SFAS No. 115, to among other things require certain disclosures for amounts for
which the fair value option is applied. Additionally, this standard provides that an entity may
reclassify held-to-maturity and available-for-sale securities to the trading account, when the fair
value option is elected for such securities, without calling into question the intent to hold other
securities to maturity in the future. This standard is effective as of the beginning of an
entitys first fiscal year that begins after November 15, 2007, or January 1, 2008. SFAS No. 159
permits early adoption as of the beginning of a fiscal year that begins on or before November 15,
2007, provided the entity also elects to apply the provisions of SFAS No. 157. SFAS No. 159 did
not have a material impact on our consolidated results of operations or financial position.
53
In September 2006, the Financial Accounting Standards Board (FASB) ratified the consensus
reached by the Emerging Issues Task Force (EITF) on issue No. 06-4, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangement determining whether the postretirement benefit associated with an endorsement
split-dollar life insurance arrangement is effectively settled in accordance with FASB Statement
No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions (or Opinion 12,
Omnibus Opinion-1967, if the arrangement does not constitute a plan). The Task Force concluded
that for a split-dollar life insurance arrangement, an employer should recognize a liability for
future benefits in accordance with Statement 106 or Opinion 12 (depending on whether a substantive
plan is deemed to exist) based on the substantive agreement with the employee. The adoption of
EITF Issue No. 06-4, which is effective for fiscal years beginning after December 15, 2007, did not
have a material impact on our consolidated results of operations or financial position.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which provides
enhanced guidance for using fair value to measure assets and liabilities. The standard applies
whenever other standards require or permit assets or liabilities to be measured at fair value. The
standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective
for financial statements issued for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. The adoption of SFAS 157 did not have a material impact on our
consolidated results of operations or financial position.
|
|
|
Item 7A. |
|
Quantitative and Qualitative Disclosure About Market Risk |
Market risk is a broad term for the risk of economic loss due to adverse changes in the fair
value of a financial instrument. 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.
Interest Rate Sensitivity Analysis and Interest Rate Risk Management
A principal objective of Old Line Banks 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 Asset and Liability Committee of the
Board of Directors oversees this review.
The Asset and Liability Committee establishes policies to control interest rate sensitivity.
Interest rate sensitivity is the volatility of a banks earnings resulting from movements in market
interest rates. Management monitors rate sensitivity in order to reduce vulnerability to interest
rate fluctuations while maintaining adequate capital levels and acceptable levels of liquidity.
Monthly financial reports supply management with information to evaluate and manage rate
sensitivity and adherence to policy. Old Line Banks asset/liability policys goal is to manage
assets and liabilities in a manner that stabilizes net interest income and net economic value
within a broad range of interest rate environments. Adjustments to the mix of assets and
liabilities are made periodically in an effort to achieve dependable, steady growth in net interest
income regardless of the behavior of interest rates in general.
54
As part of the interest rate risk sensitivity analysis, the Asset and Liability Committee
examines the extent to which Old Line Banks assets and liabilities are interest rate sensitive and
monitors the interest rate sensitivity gap. An interest rate sensitive asset or liability is one
that, within a defined time period, either matures or experiences an interest rate change in line
with general market rates. The interest rate sensitivity gap is the difference between
interest-earning assets and interest-bearing liabilities scheduled to mature or re-price within
such time period. A gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the
amount of interest rate sensitive liabilities exceeds the interest rate sensitive assets. During a
period of rising interest rates, a negative gap would tend to adversely affect net interest income,
while a positive gap would tend to result in an increase in net interest income. During a period
of declining interest rates, a negative gap would tend to result in an increase in net interest
income, while a positive gap would tend to adversely affect net interest income. If re-pricing of
assets and liabilities were equally flexible and moved concurrently, the impact of any increase or
decrease in interest rates on net interest income would be minimal.
Old Line Bank currently has a negative gap over the short term, which suggests that the net
yield on interest earning assets may decrease during periods of rising interest rates. However, a
simple interest rate gap analysis by itself may not be an accurate indicator of how changes in
interest rates will affect net interest income. Changes in interest rates may not uniformly affect
income associated with interest-earning assets and costs associated with interest-bearing
liabilities. In addition, the magnitude and duration of changes in interest rates may have a
significant impact on net interest income. Although certain assets and liabilities may have
similar maturities or periods of re-pricing, they may react in different degrees to changes in
market interest rates. Interest rates on certain types of assets and liabilities fluctuate in
advance of changes in general market interest rates, while interest rates on other types may lag
behind changes in general market rates. In the event of a change in interest rates, prepayment and
early withdrawal levels also could deviate significantly from those assumed in calculating the
interest-rate gap. The ability of many borrowers to service their debts also may decrease in the
event of an interest rate increase.
55
The table below presents Old Line Banks interest rate sensitivity at December 31, 2007.
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 |
|
|
|
December 31, 2007 |
|
|
|
Maturing or Repricing |
|
|
|
Within |
|
|
4-12 |
|
|
1-5 |
|
|
Over |
|
|
|
|
|
|
3 Months |
|
|
Months |
|
|
Years |
|
|
5 Years |
|
|
Total |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Interest Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
$ |
1,348 |
|
|
$ |
4,130 |
|
|
$ |
4,113 |
|
|
$ |
2,104 |
|
|
$ |
11,695 |
|
Loans |
|
|
60,172 |
|
|
|
24,526 |
|
|
|
90,380 |
|
|
|
28,113 |
|
|
|
203,191 |
|
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets |
|
|
61,520 |
|
|
|
28,656 |
|
|
|
94,493 |
|
|
|
30,217 |
|
|
|
214,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing transaction deposits |
|
|
22,736 |
|
|
|
11,199 |
|
|
|
|
|
|
|
|
|
|
|
33,935 |
|
Savings accounts |
|
|
2,195 |
|
|
|
2,195 |
|
|
|
2,195 |
|
|
|
|
|
|
|
6,585 |
|
Time deposits |
|
|
33,625 |
|
|
|
55,367 |
|
|
|
13,159 |
|
|
|
|
|
|
|
102,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
58,556 |
|
|
|
68,761 |
|
|
|
15,354 |
|
|
|
|
|
|
|
142,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advances |
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
Other borrowings |
|
|
16,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
74,903 |
|
|
|
83,761 |
|
|
|
15,354 |
|
|
|
|
|
|
|
174,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Gap |
|
$ |
(13,383 |
) |
|
$ |
(55,105 |
) |
|
$ |
79,139 |
|
|
$ |
30,217 |
|
|
$ |
40,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Gap |
|
$ |
(13,383 |
) |
|
$ |
(68,488 |
) |
|
$ |
10,651 |
|
|
$ |
40,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Gap/Total Assets |
|
|
(5.46 |
%) |
|
|
(27.93 |
%) |
|
|
4.34 |
% |
|
|
16.67 |
% |
|
|
|
|
56
|
|
|
Item 8. |
|
Financial Statements |
The following consolidated financial statements are filed with this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets December 31, 2007, 2006 and 2005
Consolidated Statements of Income For the years ended December 31, 2007, 2006 and 2005
Consolidated Statements of Changes in Stockholders Equity For the years ended December
31, 2007, 2006 and 2005
Consolidated Statements of Cash Flows For the years ended December 31, 2007, 2006 and
2005
Notes to Consolidated Financial Statements
57
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Old Line Bancshares, Inc.
Bowie, Maryland
We have audited the accompanying consolidated balance sheets of Old Line Bancshares, Inc. and
Subsidiary as of December 31, 2007, 2006, and 2005, and the related consolidated statements of
income, changes in stockholders equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting
Oversight Board in the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Companys internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Old Line Bancshares, Inc. and Subsidiary as of December 31,
2007, 2006, and 2005, and the results of its operations and its cash flows for the years then ended
in conformity with accounting principles generally accepted in the United States of America.
/s/ Rowles & Company, LLP
Baltimore, Maryland
March 7, 2008
58
Old Line Bancshares, Inc. & Subsidiary
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
3,172,089 |
|
|
$ |
5,120,068 |
|
|
$ |
4,387,676 |
|
Federal funds sold |
|
|
9,822,079 |
|
|
|
34,508,127 |
|
|
|
35,573,704 |
|
|
|
|
|
|
|
|
|
|
|
Total cash and
cash equivalents |
|
|
12,994,168 |
|
|
|
39,628,195 |
|
|
|
39,961,380 |
|
Time deposits in other banks |
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
Investment securities available for sale |
|
|
9,393,356 |
|
|
|
14,118,649 |
|
|
|
13,926,111 |
|
Investment securities held to maturity |
|
|
2,301,591 |
|
|
|
2,802,389 |
|
|
|
2,203,445 |
|
Loans, less allowance for loan losses |
|
|
201,941,667 |
|
|
|
150,417,217 |
|
|
|
104,249,383 |
|
Restricted equity securities at cost |
|
|
2,080,250 |
|
|
|
1,575,550 |
|
|
|
1,102,750 |
|
Investment in real estate LLC |
|
|
805,971 |
|
|
|
793,714 |
|
|
|
837,436 |
|
Bank premises and equipment |
|
|
4,207,395 |
|
|
|
4,049,393 |
|
|
|
2,436,652 |
|
Accrued interest receivable |
|
|
918,078 |
|
|
|
820,628 |
|
|
|
504,299 |
|
Deferred income taxes |
|
|
161,940 |
|
|
|
226,873 |
|
|
|
200,663 |
|
Bank owned life insurance |
|
|
7,769,290 |
|
|
|
3,458,065 |
|
|
|
3,324,660 |
|
Other assets |
|
|
637,570 |
|
|
|
239,989 |
|
|
|
281,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
245,211,276 |
|
|
$ |
218,130,662 |
|
|
$ |
169,027,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing |
|
$ |
35,141,289 |
|
|
$ |
37,963,066 |
|
|
$ |
30,417,858 |
|
Interest bearing |
|
|
142,670,944 |
|
|
|
131,708,780 |
|
|
|
89,253,741 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
177,812,233 |
|
|
|
169,671,846 |
|
|
|
119,671,599 |
|
Short-term borrowings |
|
|
16,347,096 |
|
|
|
9,193,391 |
|
|
|
9,292,506 |
|
Long-term borrowings |
|
|
15,000,000 |
|
|
|
3,000,000 |
|
|
|
6,000,000 |
|
Accrued interest payable |
|
|
693,868 |
|
|
|
629,557 |
|
|
|
336,868 |
|
Income tax payable |
|
|
238,226 |
|
|
|
334,496 |
|
|
|
86,151 |
|
Other liabilities |
|
|
488,599 |
|
|
|
485,418 |
|
|
|
124,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210,580,022 |
|
|
|
183,314,708 |
|
|
|
135,511,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01 per share;
authorized 15,000,000 shares in 2007 and 2006 and
5,000,000 shares in 2005; issued and outstanding
4,075,849 in 2007, 4,253,699 in 2006, and 4,248,899 in 2005 |
|
|
40,758 |
|
|
|
42,537 |
|
|
|
42,489 |
|
Additional paid-in capital |
|
|
30,465,013 |
|
|
|
31,868,025 |
|
|
|
31,735,627 |
|
Retained earnings |
|
|
4,155,232 |
|
|
|
3,077,313 |
|
|
|
1,992,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,661,003 |
|
|
|
34,987,875 |
|
|
|
33,770,417 |
|
Accumulated other comprehensive income |
|
|
(29,749 |
) |
|
|
(171,921 |
) |
|
|
(254,590 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
34,631,254 |
|
|
|
34,815,954 |
|
|
|
33,515,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
245,211,276 |
|
|
$ |
218,130,662 |
|
|
$ |
169,027,824 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
59
Old Line Bancshares, Inc. & Subsidiary
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
12,768,154 |
|
|
$ |
9,080,202 |
|
|
$ |
5,772,963 |
|
U.S. Treasury securities |
|
|
115,597 |
|
|
|
127,299 |
|
|
|
127,299 |
|
U.S. government agency securities |
|
|
288,161 |
|
|
|
271,621 |
|
|
|
236,536 |
|
Mortgage backed securities |
|
|
48,946 |
|
|
|
65,186 |
|
|
|
84,139 |
|
Municipal securities |
|
|
107,852 |
|
|
|
110,555 |
|
|
|
113,514 |
|
Federal funds sold |
|
|
1,116,822 |
|
|
|
1,288,536 |
|
|
|
622,070 |
|
Other |
|
|
108,826 |
|
|
|
79,645 |
|
|
|
46,935 |
|
|
|
|
|
|
|
|
|
|
|
Total interest revenue |
|
|
14,554,358 |
|
|
|
11,023,044 |
|
|
|
7,003,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
5,689,554 |
|
|
|
3,219,826 |
|
|
|
1,790,695 |
|
Borrowed funds |
|
|
573,405 |
|
|
|
509,851 |
|
|
|
337,258 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
6,262,959 |
|
|
|
3,729,677 |
|
|
|
2,127,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
8,291,399 |
|
|
|
7,293,367 |
|
|
|
4,875,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
318,000 |
|
|
|
339,000 |
|
|
|
204,000 |
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision
for loan losses |
|
|
7,973,399 |
|
|
|
6,954,367 |
|
|
|
4,671,503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
292,610 |
|
|
|
266,235 |
|
|
|
241,619 |
|
Marine division broker origination fees |
|
|
272,349 |
|
|
|
391,738 |
|
|
|
109,669 |
|
Earnings on bank owned life insurance |
|
|
340,853 |
|
|
|
145,880 |
|
|
|
78,358 |
|
Income (loss) on investment in real estate LLC |
|
|
24,100 |
|
|
|
56,278 |
|
|
|
(64 |
) |
Other fees and commissions |
|
|
243,402 |
|
|
|
168,913 |
|
|
|
191,280 |
|
|
|
|
|
|
|
|
|
|
|
Total non-interest revenue |
|
|
1,173,314 |
|
|
|
1,029,044 |
|
|
|
620,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
|
|
3,045,932 |
|
|
|
2,720,022 |
|
|
|
1,933,631 |
|
Employee benefits |
|
|
953,554 |
|
|
|
732,447 |
|
|
|
333,788 |
|
Occupancy |
|
|
934,277 |
|
|
|
533,020 |
|
|
|
235,979 |
|
Equipment |
|
|
248,182 |
|
|
|
197,644 |
|
|
|
111,560 |
|
Data processing |
|
|
221,107 |
|
|
|
176,928 |
|
|
|
132,209 |
|
Other operating |
|
|
1,371,499 |
|
|
|
1,201,303 |
|
|
|
828,608 |
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
6,774,551 |
|
|
|
5,561,364 |
|
|
|
3,575,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
2,372,162 |
|
|
|
2,422,047 |
|
|
|
1,716,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
789,053 |
|
|
|
848,196 |
|
|
|
577,651 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,583,109 |
|
|
$ |
1,573,851 |
|
|
$ |
1,138,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.44 |
|
Diluted earnings per common share |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.44 |
|
The accompanying notes are an integral part of these consolidated financial statements
60
Old Line Bancshares, Inc. & Subsidiary
Consolidated Statements of Changes in Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
other |
|
|
|
|
|
|
Common stock |
|
|
paid-in |
|
|
Retained |
|
|
comprehensive |
|
|
Comprehensive |
|
|
|
Shares |
|
|
Par value |
|
|
capital |
|
|
earnings |
|
|
income |
|
|
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004 |
|
|
1,776,395 |
|
|
$ |
17,764 |
|
|
$ |
12,446,229 |
|
|
$ |
1,120,705 |
|
|
$ |
(90,386 |
) |
|
|
|
|
Capital Offering |
|
|
2,096,538 |
|
|
|
20,965 |
|
|
|
19,156,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,138,939 |
|
|
|
|
|
|
$ |
1,138,939 |
|
Unrealized (loss) on
securities available for
sale, net of income taxes of $109,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164,204 |
) |
|
|
(164,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
974,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend $0.10 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(267,207 |
) |
|
|
|
|
|
|
|
|
Stock split effected in the form of
a 20% stock dividend |
|
|
355,266 |
|
|
|
3,553 |
|
|
|
(3,553 |
) |
|
|
(136 |
) |
|
|
|
|
|
|
|
|
Stock options exercised, including tax
benefit of $46,123 |
|
|
20,700 |
|
|
|
207 |
|
|
|
136,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005 |
|
|
4,248,899 |
|
|
|
42,489 |
|
|
|
31,735,627 |
|
|
|
1,992,301 |
|
|
|
(254,590 |
) |
|
|
|
|
Capital Offering (2005) |
|
|
|
|
|
|
|
|
|
|
(1,891 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,573,851 |
|
|
|
|
|
|
$ |
1,573,851 |
|
Unrealized gain on
securities available for
sale, net of income taxes of $52,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,669 |
|
|
|
82,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,656,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation awards |
|
|
|
|
|
|
|
|
|
|
107,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend $0.115 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(488,839 |
) |
|
|
|
|
|
|
|
|
Stock options exercised, including tax
benefit of $1,008 |
|
|
4,800 |
|
|
|
48 |
|
|
|
27,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006 |
|
|
4,253,699 |
|
|
|
42,537 |
|
|
|
31,868,025 |
|
|
|
3,077,313 |
|
|
|
(171,921 |
) |
|
|
|
|
Common stock repurchased |
|
|
(185,950 |
) |
|
|
(1,860 |
) |
|
|
(1,621,238 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,583,109 |
|
|
|
|
|
|
$ |
1,583,109 |
|
Unrealized gain on
securities available for
sale, net of income taxes of $92,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,172 |
|
|
|
142,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,725,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation awards |
|
|
|
|
|
|
|
|
|
|
173,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividend $0.12 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(505,190 |
) |
|
|
|
|
|
|
|
|
Stock options exercised, including tax
benefit of $6,345 |
|
|
8,100 |
|
|
|
81 |
|
|
|
44,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007 |
|
|
4,075,849 |
|
|
$ |
40,758 |
|
|
$ |
30,465,013 |
|
|
$ |
4,155,232 |
|
|
$ |
(29,749 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
61
Old Line Bancshares, Inc. & Subsidiary
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
$ |
14,349,483 |
|
|
$ |
10,849,461 |
|
|
$ |
6,821,355 |
|
Fees and commissions received |
|
|
853,995 |
|
|
|
939,361 |
|
|
|
620,926 |
|
Interest paid |
|
|
(6,198,648 |
) |
|
|
(3,436,988 |
) |
|
|
(1,964,405 |
) |
Cash paid to suppliers and employees |
|
|
(6,636,141 |
) |
|
|
(4,915,395 |
) |
|
|
(3,492,512 |
) |
Income taxes paid |
|
|
(909,184 |
) |
|
|
(678,076 |
) |
|
|
(632,947 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,459,505 |
|
|
|
2,758,363 |
|
|
|
1,352,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment securities |
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity |
|
|
|
|
|
|
(599,758 |
) |
|
|
|
|
Available for sale |
|
|
|
|
|
|
(2,000,000 |
) |
|
|
|
|
Proceeds from disposal of investment
securities |
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity at maturity
or call |
|
|
500,000 |
|
|
|
|
|
|
|
|
|
Available for sale at maturity
or call |
|
|
4,952,894 |
|
|
|
1,941,051 |
|
|
|
1,409,104 |
|
Loans made, net of principal collected |
|
|
(51,735,025 |
) |
|
|
(46,647,671 |
) |
|
|
(22,900,811 |
) |
Purchase of equity securities |
|
|
(504,700 |
) |
|
|
(472,800 |
) |
|
|
(22,800 |
) |
Investment in bank owned life
insurance |
|
|
(4,000,000 |
) |
|
|
|
|
|
|
(3,324,660 |
) |
Return of principal from (investment
in) real estate LLC |
|
|
11,843 |
|
|
|
100,000 |
|
|
|
(287,500 |
) |
(Purchase) redemption of certificates
of deposit |
|
|
(2,000,000 |
) |
|
|
|
|
|
|
300,000 |
|
Purchase of premises and equipment
and software |
|
|
(630,950 |
) |
|
|
(1,851,351 |
) |
|
|
(247,648 |
) |
Proceeds from sale of premises and
equipment |
|
|
102,008 |
|
|
|
1,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(53,303,930 |
) |
|
|
(49,529,029 |
) |
|
|
(25,074,315 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in |
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits |
|
|
7,316,708 |
|
|
|
39,038,125 |
|
|
|
19,383,732 |
|
Other deposits |
|
|
823,680 |
|
|
|
10,962,122 |
|
|
|
11,322,752 |
|
Net increase in short-term borrowings |
|
|
7,153,705 |
|
|
|
(99,115 |
) |
|
|
4,655,494 |
|
(Decrease) increase in long-term
borrowings |
|
|
12,000,000 |
|
|
|
(3,000,000 |
) |
|
|
|
|
Proceeds from stock options exercised,
including tax benefit |
|
|
44,593 |
|
|
|
27,079 |
|
|
|
90,493 |
|
(Costs) proceeds from stock offering |
|
|
|
|
|
|
(1,891 |
) |
|
|
19,177,507 |
|
(Repurchase) of common stock |
|
|
(1,623,098 |
) |
|
|
|
|
|
|
|
|
Dividends paid |
|
|
(505,190 |
) |
|
|
(488,839 |
) |
|
|
(267,343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,210,398 |
|
|
|
46,437,481 |
|
|
|
54,362,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash
equivalents |
|
|
(26,634,027 |
) |
|
|
(333,185 |
) |
|
|
30,640,737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of
year |
|
|
39,628,195 |
|
|
|
39,961,380 |
|
|
|
9,320,643 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
12,994,168 |
|
|
$ |
39,628,195 |
|
|
$ |
39,961,380 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
62
Old Line Bancshares, Inc. & Subsidiary
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to net cash
provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,583,109 |
|
|
$ |
1,573,851 |
|
|
$ |
1,138,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net
cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
359,720 |
|
|
|
250,420 |
|
|
|
155,795 |
|
Provision for loan losses |
|
|
318,000 |
|
|
|
339,000 |
|
|
|
204,000 |
|
Loss on sale of equipment |
|
|
7,372 |
|
|
|
510 |
|
|
|
|
|
Change in deferred loan fees net of costs |
|
|
(107,425 |
) |
|
|
140,837 |
|
|
|
(47,681 |
) |
Amortization of premiums and discounts |
|
|
4,162 |
|
|
|
1,909 |
|
|
|
4,492 |
|
Deferred income taxes |
|
|
(23,861 |
) |
|
|
(78,225 |
) |
|
|
(2,595 |
) |
Stock based compensation awards |
|
|
173,714 |
|
|
|
107,258 |
|
|
|
|
|
(Income) loss from investment in real estate LLC |
|
|
(24,100 |
) |
|
|
(56,278 |
) |
|
|
64 |
|
Increase (decrease) in |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest payable |
|
|
64,311 |
|
|
|
292,689 |
|
|
|
163,548 |
|
Other liabilities |
|
|
(93,089 |
) |
|
|
608,890 |
|
|
|
(42,413 |
) |
Decrease (increase) in |
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable |
|
|
(97,450 |
) |
|
|
(316,329 |
) |
|
|
(138,911 |
) |
Bank owned life insurance |
|
|
(311,225 |
) |
|
|
(133,405 |
) |
|
|
|
|
Other assets |
|
|
(393,733 |
) |
|
|
27,236 |
|
|
|
(82,821 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,459,505 |
|
|
$ |
2,758,363 |
|
|
$ |
1,352,417 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
63
Old Line Bancshares, Inc. & Subsidiary
Notes to Consolidated Financial Statements
1. |
|
Summary of Significant Accounting Policies |
|
|
|
Organization and Description of Business-Old Line Bancshares, Inc. is the holding company
for Old Line Bank. We provide a full range of banking services to customers located in
Prince Georges, Charles and St. Marys counties in Maryland and surrounding areas. We
also have a 50% interest in Pointer Ridge Office Investment, LLC, a real estate investment. |
|
|
|
Basis of Presentation and Consolidation-The accompanying consolidated financial statements
include the activity of Old Line Bancshares, Inc. and its wholly owned subsidiary, Old Line
Bank. We have eliminated all significant intercompany transactions and balances. |
|
|
|
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. Material estimates that are particularly
susceptible to significant change in the near term relate to the determination of the
allowance for loan losses and deferred tax assets. |
|
|
|
Cash and cash equivalents-For purposes of the consolidated Statements of Cash Flows, cash
and cash equivalents include cash on hand, amounts due from banks, and federal funds sold.
Generally, we purchase and sell federal funds for one-day periods. |
|
|
|
Investment securities-As we purchase securities, management determines if we should
classify the securities as held to maturity, available for sale or trading. We record the
securities which management has the intent and ability to hold to maturity at amortized
cost which is cost adjusted for amortization of premiums and accretion of discounts to
maturity. We classify securities which we may sell before maturity as available for sale
and carry these securities at fair value with unrealized gains and losses included in
stockholders equity on an after tax basis. Management has not identified any investment
securities as trading. |
|
|
|
We record gains and losses on the sale of securities on the trade date and determine
these gains or losses using the specific identification method. We amortize premiums and
accrete discounts using the interest method. |
|
|
|
Stock options- We account for individual stock options under the fair value method of
accounting using a Black-Scholes valuation model to measure stock-based compensation
expense at the date of grant. In the first quarter of 2006, we adopted Statement of
Financial Accounting Standards (SFAS) 123R, Share-Based Payment, under the modified
prospective method. Statement 123R requires companies to recognize compensation expense
related to stock-based compensation awards in their income statements over the period
during which an individual is required to provide service in exchange for such award. For
the year ended December 31, 2007 and 2006, we recorded stock-based compensation expense of
$173,714 and $107,258, respectively. |
|
|
|
Under SFAS 123R, a company may only recognize tax benefits for options that ordinarily will
result in a tax deduction when the grant is exercised (non-qualified options). For the
year ended December 31, 2007, we recognized a $12,141 tax benefit associated with the
portion of the expense that was related to the issuance of non-qualified options. There
were no non-qualified options included in the expense calculation during the year ended
December 31, 2006. |
|
|
|
Prior to the implementation of SFAS 123R, we applied APB No. 25 in accounting for stock
options. Accordingly, we did not recognize compensation expense in periods prior to the
first quarter of 2006 for stock options granted. Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123) was issued in
October 1995 to establish accounting and reporting standards for stock-based employee
compensation plans. SFAS No. 123 required measurement of compensation expense provided by
stock-based plans
using a fair value based method of accounting, and recognition of compensation expense in
the statement of income or disclosure in the notes to the financial statements. |
64
1. |
|
Summary of Significant Accounting Policies (Continued) |
|
|
|
Had we determined compensation in accordance with the provisions of SFAS No. 123, it would
have reduced Old Line Bancshares net income and earnings per common share for 2005 to the
following pro forma amounts: |
|
|
|
|
|
December 31, |
|
2005 |
|
|
Net income |
|
|
|
|
As reported |
|
$ |
1,138,939 |
|
Stock-based compensation expense |
|
|
(100,614 |
) |
Income tax benefit of compensation expense |
|
|
11,619 |
|
|
|
|
|
Pro forma |
|
$ |
1,049,944 |
|
|
|
|
|
Basic earnings per common share |
|
|
|
|
As reported |
|
$ |
0.44 |
|
Pro forma |
|
|
0.41 |
|
Diluted earnings per common share |
|
|
|
|
As reported |
|
$ |
0.44 |
|
Pro forma |
|
|
0.41 |
|
Bank premises and equipment-We record premises and equipment at cost less accumulated
depreciation. We compute depreciation using the straight-line method over the estimated
useful life of the assets.
Investment in real estate LLC-We account for our investment in Pointer Ridge Office
Investment, LLC using the equity method.
Foreclosed real estate-We record real estate acquired through foreclosure at the lower of
cost or fair market value on the date acquired. We charge losses incurred at the time of
acquisition of the property to the allowance for loan losses. We include subsequent
reductions in the estimated value of the property in non-interest expense.
Advertising-We expense advertising costs over the life of ad campaigns. We expense general
purpose advertising as we incur it.
Loans and allowance for loan losses-We report loans at face value plus deferred origination
costs, less deferred origination fees and the allowance for loan losses.
We accrue interest on loans based on the principal amounts outstanding. We amortize
origination fees and costs to income over the terms of the loans using an approximate
interest method.
We discontinue the accrual of interest when any portion of the principal or interest is
ninety days past due and collateral is insufficient to discharge the debt in full.
Based on current information, we consider loans impaired when management determines that it
is unlikely that the borrower will make principal and interest payments according to
contractual terms.
Generally, we do not review loans for impairment until we have discontinued the accrual of
interest. If it is doubtful that we will collect principal, we apply all payments to
principal.
65
1. |
|
Summary of Significant Accounting Policies (Continued) |
|
|
|
The allowance for loan losses represents an amount which, in managements judgment, will be
adequate to absorb probable losses on existing loans and other extensions of credit that
may become uncollectible. Management bases its judgment in determining the adequacy of the
allowance on evaluations of the collectibility of loans. Management takes into
consideration such factors as changes in the nature and volume of the loan portfolio,
current economic conditions that may affect the borrowers ability to pay, overall
portfolio quality, and review of specific problem areas. If the current economy or real
estate market were to suffer a severe downturn, we may need to increase the estimate for
uncollectible accounts. We charge off loans which we deem uncollectible and deduct them
from the allowance. We add recoveries on loans previously charged off to the allowance. |
|
|
|
Income taxes-The provision for income taxes includes taxes payable for the current year and
deferred income taxes. We determine deferred tax assets and liabilities based on the
difference between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which we expect the differences to reverse. We
allocate tax expense and tax benefits to the Bank and Bancshares based on their
proportional share of taxable income. |
|
|
|
Earnings per share-We determine basic earnings per common share by dividing net income by
the weighted average number of shares of common stock outstanding giving retroactive effect
to stock dividends. |
|
|
|
We calculate diluted earnings per common share by including the average dilutive common
stock equivalents outstanding during the period. Dilutive common equivalent shares consist
of stock options, calculated using the treasury stock method. |
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Weighted average number of shares |
|
|
4,237,266 |
|
|
|
4,250,240 |
|
|
|
2,559,627 |
|
Dilutive average number of shares |
|
|
6,038 |
|
|
|
25,646 |
|
|
|
25,543 |
|
Comprehensive income-Comprehensive income includes net income and the unrealized gain
(loss) on investment securities available for sale net of related income taxes.
Reclassifications-We have made certain reclassifications to the 2006 and 2005 financial
presentation to conform to the 2007 presentation.
2. |
|
Cash and Equivalents |
|
|
|
The Bank may carry balances with other banks that exceed the federally
insured limit. The average balance in 2007, 2006 and 2005 did not
exceed the federally insured limit. The Bank also sells federal funds
on an unsecured basis to the same banks. The average balance sold was
$21,525,420, $26,348,931, and $18,195,459, in 2007, 2006, and 2005,
respectively. |
|
|
|
Federal banking regulators require banks to carry non-interest-bearing cash reserves at
specified percentages of deposit balances. The Banks normal amount of cash on hand and on
deposit with other banks is sufficient to satisfy the reserve requirements. |
66
3. |
|
Investment Securities |
|
|
|
Investment securities are summarized as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
December 31, 2007 |
|
cost |
|
|
gains |
|
|
losses |
|
|
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasury |
|
$ |
999,398 |
|
|
$ |
|
|
|
$ |
(1,117 |
) |
|
$ |
998,281 |
|
U. S. government agency |
|
|
4,499,658 |
|
|
|
|
|
|
|
(27,480 |
) |
|
|
4,472,178 |
|
Municipal securities |
|
|
2,924,037 |
|
|
|
2,984 |
|
|
|
(12,902 |
) |
|
|
2,914,119 |
|
Mortgage-backed |
|
|
1,019,390 |
|
|
|
|
|
|
|
(10,612 |
) |
|
|
1,008,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,442,483 |
|
|
$ |
2,984 |
|
|
$ |
(52,111 |
) |
|
$ |
9,393,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasury |
|
$ |
2,000,638 |
|
|
$ |
4,436 |
|
|
$ |
(2,183 |
) |
|
$ |
2,002,891 |
|
Municipal securities |
|
|
300,953 |
|
|
|
183 |
|
|
|
(6,688 |
) |
|
|
294,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,301,591 |
|
|
$ |
4,619 |
|
|
$ |
(8,871 |
) |
|
$ |
2,297,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasury |
|
$ |
1,998,743 |
|
|
$ |
|
|
|
$ |
(36,555 |
) |
|
$ |
1,962,188 |
|
U. S. government agency |
|
|
7,997,662 |
|
|
|
|
|
|
|
(158,813 |
) |
|
|
7,838,849 |
|
Municipal securities |
|
|
2,928,312 |
|
|
|
758 |
|
|
|
(39,974 |
) |
|
|
2,889,096 |
|
Mortgage-backed |
|
|
1,474,024 |
|
|
|
|
|
|
|
(45,508 |
) |
|
|
1,428,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,398,741 |
|
|
$ |
758 |
|
|
$ |
(280,850 |
) |
|
$ |
14,118,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasury |
|
$ |
2,001,350 |
|
|
$ |
|
|
|
$ |
(49,006 |
) |
|
$ |
1,952,344 |
|
U. S. government agency |
|
|
500,000 |
|
|
|
530 |
|
|
|
|
|
|
|
500,530 |
|
Municipal securities |
|
|
301,039 |
|
|
|
22 |
|
|
|
(7,263 |
) |
|
|
293,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,802,389 |
|
|
$ |
552 |
|
|
$ |
(56,269 |
) |
|
$ |
2,746,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasury |
|
$ |
1,998,232 |
|
|
$ |
|
|
|
$ |
(53,232 |
) |
|
$ |
1,945,000 |
|
U. S. government agency |
|
|
7,391,453 |
|
|
|
|
|
|
|
(243,647 |
) |
|
|
7,147,806 |
|
Municipal securities |
|
|
3,153,183 |
|
|
|
3,327 |
|
|
|
(64,065 |
) |
|
|
3,092,445 |
|
Mortgage-backed |
|
|
1,798,020 |
|
|
|
|
|
|
|
(57,160 |
) |
|
|
1,740,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,340,888 |
|
|
$ |
3,327 |
|
|
$ |
(418,104 |
) |
|
$ |
13,926,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. Treasury |
|
$ |
2,002,061 |
|
|
$ |
|
|
|
$ |
(54,014 |
) |
|
$ |
1,948,047 |
|
Municipal securities |
|
|
201,384 |
|
|
|
|
|
|
|
(3,788 |
) |
|
|
197,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,203,445 |
|
|
$ |
|
|
|
$ |
(57,802 |
) |
|
$ |
2,145,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
3. |
|
Investment Securities (Continued) |
|
|
|
The table below summarizes investment securities with unrealized losses as of
December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Unrealized |
|
December 31, 2007 |
|
Value |
|
|
Losses |
|
|
Losses less than 12 months |
|
|
|
|
|
|
|
|
U.S. Treasury |
|
$ |
1,498,672 |
|
|
$ |
2,183 |
|
U.S. government agency |
|
|
|
|
|
|
|
|
Municipal securities |
|
|
|
|
|
|
|
|
Mortgage-backed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total less than 12 months |
|
|
1,498,672 |
|
|
|
2,183 |
|
|
|
|
|
|
|
|
Losses greater than 12 months |
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
998,281 |
|
|
|
1,117 |
|
U.S. government agency |
|
|
4,472,178 |
|
|
|
27,480 |
|
Municipal securities |
|
|
2,075,851 |
|
|
|
19,590 |
|
Mortgage-backed |
|
|
1,008,778 |
|
|
|
10,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total greater than 12 months |
|
|
8,555,088 |
|
|
|
58,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total losses |
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
2,496,953 |
|
|
|
3,300 |
|
U.S. government agency |
|
|
4,472,178 |
|
|
|
27,480 |
|
Municipal securities |
|
|
2,075,851 |
|
|
|
19,590 |
|
Mortgage-backed |
|
|
1,008,778 |
|
|
|
10,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
10,053,760 |
|
|
$ |
60,982 |
|
|
|
|
|
|
|
|
We consider all unrealized losses on securities as of December 31, 2007 to be temporary
losses because each security will be redeemed at face value at or prior to maturity. In
most cases, market interest rate fluctuations cause a temporary impairment in value. The
Bank has the intent and the ability to hold these securities until recovery or maturity.
There were no sales of securities in 2007, 2006, and 2005.
68
3. |
|
Investment Securities (Continued) |
|
|
|
Contractual maturities and pledged securities at December 31, 2007, 2006, and 2005, 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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale |
|
|
Held to Maturity |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
December 31, 2007 |
|
cost |
|
|
value |
|
|
cost |
|
|
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
$ |
3,994,083 |
|
|
$ |
3,977,436 |
|
|
$ |
1,500,855 |
|
|
$ |
1,498,672 |
|
Over one to five years |
|
|
3,530,043 |
|
|
|
3,512,777 |
|
|
|
599,618 |
|
|
|
604,237 |
|
Over five to ten years |
|
|
1,707,775 |
|
|
|
1,693,237 |
|
|
|
201,118 |
|
|
|
194,430 |
|
Over ten years |
|
|
210,582 |
|
|
|
209,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,442,483 |
|
|
$ |
9,393,356 |
|
|
$ |
2,301,591 |
|
|
$ |
2,297,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged securities |
|
$ |
5,921,558 |
|
|
$ |
5,890,011 |
|
|
$ |
2,000,638 |
|
|
$ |
2,002,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
$ |
2,942,673 |
|
|
$ |
2,905,978 |
|
|
$ |
500,000 |
|
|
$ |
500,530 |
|
Over one to five years |
|
|
10,756,631 |
|
|
|
10,523,594 |
|
|
|
2,101,138 |
|
|
|
2,052,154 |
|
Over five to ten years |
|
|
699,437 |
|
|
|
689,077 |
|
|
|
|
|
|
|
|
|
Over ten years |
|
|
|
|
|
|
|
|
|
|
201,251 |
|
|
|
193,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,398,741 |
|
|
$ |
14,118,649 |
|
|
$ |
2,802,389 |
|
|
$ |
2,746,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged securities |
|
$ |
8,709,125 |
|
|
$ |
8,502,696 |
|
|
$ |
2,001,350 |
|
|
$ |
1,952,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
$ |
2,117,990 |
|
|
$ |
2,078,615 |
|
|
$ |
|
|
|
$ |
|
|
Over one to five years |
|
|
11,191,747 |
|
|
|
10,834,907 |
|
|
|
2,002,061 |
|
|
|
1,948,047 |
|
Over five to ten years |
|
|
1,031,151 |
|
|
|
1,012,589 |
|
|
|
|
|
|
|
|
|
Over ten years |
|
|
|
|
|
|
|
|
|
|
201,384 |
|
|
|
197,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,340,888 |
|
|
$ |
13,926,111 |
|
|
$ |
2,203,445 |
|
|
$ |
2,145,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pledged securities |
|
$ |
11,829,113 |
|
|
$ |
11,463,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities are pledged to secure a line of credit from the Federal Home Loan Bank.
69
The Bank is party to financial instruments with off-balance sheet risk
in the normal course of business in order to meet the financing needs
of customers. These financial instruments include commitments to
extend credit, available credit lines and standby letters of credit.
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to extend credit and available credit lines: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
16,398,206 |
|
|
$ |
13,094,966 |
|
|
$ |
5,224,841 |
|
Real estate-undisbursed development and construction |
|
|
35,966,127 |
|
|
|
27,295,149 |
|
|
|
13,921,598 |
|
Real estate-undisbursed home equity lines of credit |
|
|
5,250,212 |
|
|
|
4,524,621 |
|
|
|
4,885,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
57,614,545 |
|
|
$ |
44,914,736 |
|
|
$ |
24,032,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby letters of credit |
|
$ |
1,634,022 |
|
|
$ |
1,514,811 |
|
|
$ |
1,807,337 |
|
|
|
|
|
|
|
|
|
|
|
Loan commitments and lines of credit are agreements to lend to a customer as long as there
is no violation of any condition to the contract. Loan commitments generally have variable
interest rates, fixed expiration dates, and may require payment of a fee. Lines of credit
generally have variable interest rates. Such lines do not represent future cash
requirements because it is unlikely that all customers will draw upon their lines in full
at any time. Letters of credit are commitments issued to guarantee the performance of a
customer to a third party.
The Banks exposure to credit loss in the event of nonperformance by the customer is the
contractual amount of the commitment. Loan commitments, lines of credit, and letters of
credit are made on the same terms, including collateral, as outstanding loans. Management
is not aware of any accounting loss it would incur by funding its outstanding commitments.
5. Loans
Major classifications of loans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
96,017,558 |
|
|
$ |
73,510,971 |
|
|
$ |
48,529,784 |
|
Construction |
|
|
21,905,237 |
|
|
|
8,320,789 |
|
|
|
4,822,858 |
|
Residential |
|
|
11,227,505 |
|
|
|
11,391,135 |
|
|
|
9,767,561 |
|
Commercial |
|
|
55,513,122 |
|
|
|
35,914,383 |
|
|
|
18,871,232 |
|
Installment |
|
|
18,527,588 |
|
|
|
22,330,366 |
|
|
|
22,841,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203,191,010 |
|
|
|
151,467,644 |
|
|
|
104,833,283 |
|
Allowance for loan losses |
|
|
(1,586,737 |
) |
|
|
(1,280,396 |
) |
|
|
(954,706 |
) |
Deferred loan costs, net |
|
|
337,394 |
|
|
|
229,969 |
|
|
|
370,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
201,941,667 |
|
|
$ |
150,417,217 |
|
|
$ |
104,249,383 |
|
|
|
|
|
|
|
|
|
|
|
70
The maturity and rate repricing distribution of the loan portfolio follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
$ |
84,698,659 |
|
|
$ |
52,363,333 |
|
|
$ |
41,870,250 |
|
Over one to five years |
|
|
90,379,861 |
|
|
|
73,127,562 |
|
|
|
36,182,828 |
|
Over five years |
|
|
28,112,490 |
|
|
|
25,976,749 |
|
|
|
26,780,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
203,191,010 |
|
|
$ |
151,467,644 |
|
|
$ |
104,833,283 |
|
|
|
|
|
|
|
|
|
|
|
Transactions in the allowance for loan losses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
1,280,396 |
|
|
$ |
954,706 |
|
|
$ |
744,862 |
|
Provisions charged to operations |
|
|
318,000 |
|
|
|
339,000 |
|
|
|
204,000 |
|
Recoveries |
|
|
490 |
|
|
|
5,147 |
|
|
|
5,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,598,886 |
|
|
|
1,298,853 |
|
|
|
954,841 |
|
Loans charged off |
|
|
12,149 |
|
|
|
18,457 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
1,586,737 |
|
|
$ |
1,280,396 |
|
|
$ |
954,706 |
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2007, we had two loans totaling $1,061,144 that were 90 days past due and
were classified as non-accrual. The foreclosure process on one of these loans in the
amount of $127,000 was completed in January, 2008. We anticipate we will receive payment
in full (including costs) in March, 2008. The borrower on the second loan in the amount of
$934,144 filed for bankruptcy protection in November, 2007. A commercial real estate
property secures this loan. The loan to value at inception of this loan was 80%. We
anticipate that we will receive repayment for all of the balance due on this loan. As of
December 31, 2007, the interest not accrued on these loans was $28,327. We have not
designated a specific allowance for either of these non-accrual loans. There were no loans
90 days or more past due or considered impaired at December 31, 2006 and 2005.
The company has pledged loans totaling $59,135,266 to support Federal Home Loan Bank
borrowings.
The Bank makes loans to customers located in the Maryland suburbs of Washington D.C.
Although the loan portfolio is diversified, the regional economy will influence its
performance.
71
6. |
|
Restricted Equity Securities |
We own the following restricted equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Bank stock |
|
$ |
827,050 |
|
|
$ |
827,050 |
|
|
$ |
356,450 |
|
Atlantic Central Bankers Bank stock |
|
|
12,000 |
|
|
|
12,000 |
|
|
|
12,000 |
|
Federal Home Loan Bank stock |
|
|
1,066,200 |
|
|
|
561,500 |
|
|
|
559,300 |
|
Maryland Financial Bank stock |
|
|
175,000 |
|
|
|
175,000 |
|
|
|
175,000 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,080,250 |
|
|
$ |
1,575,550 |
|
|
$ |
1,102,750 |
|
|
|
|
|
|
|
|
|
|
|
7. |
|
Investment in Real Estate LLC |
We have an $805,971 investment in a real estate investment limited liability company named
Pointer Ridge Office Investment, LLC (Pointer Ridge). We own 50% of Pointer Ridge. In
connection with our execution of a guarantee for a construction loan made to Pointer Ridge
by an unrelated bank, in November 2005 we reconsidered our investment in Pointer Ridge and
determined that under FASB Interpretation No. 46, Consolidation of Variable Interest
Entities (FIN46R), Pointer Ridge was a variable interest entity, but that Old Line
Bancshares was not the primary beneficiary. Because we concluded that Old Line Bancshares
was not the primary beneficiary of Pointer Ridge under FIN46R, we did not consolidate
Pointer Ridges results and financial position with that of Old Line Bancshares. Rather,
we accounted for our investment in Pointer Ridge using the equity method.
On August 25, 2006, we executed a new Indemnity and Guaranty Agreement (Guaranty
Agreement) with a new lender that was effective upon Pointer Ridges execution of an
Amended Promissory Note and Amended Deed of Trust. As required under FIN46R, we once again
reconsidered our investment in Pointer Ridge. Because the new Guaranty Agreement
definitively limits our guaranty and the variability caused by previous contracts executed
by Pointer Ridge ceased to exist, we have determined that Pointer Ridge is no longer a
variable interest entity. Therefore, we have accounted for our investment in Pointer Ridge
using the equity method. The following table summarizes the condensed Balance Sheets and
Statements of Income information for Pointer Ridge.
Pointer Ridge Office Investment, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
440,256 |
|
|
$ |
387,928 |
|
|
$ |
75,561 |
|
Non-current assets |
|
|
7,815,892 |
|
|
|
7,837,157 |
|
|
|
3,407,098 |
|
Liabilities |
|
|
6,644,206 |
|
|
|
6,637,657 |
|
|
|
1,807,787 |
|
Equity |
|
|
1,611,942 |
|
|
|
1,587,428 |
|
|
|
1,674,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Income |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
941,520 |
|
|
$ |
406,432 |
|
|
$ |
|
|
Expenses |
|
|
893,320 |
|
|
|
293,877 |
|
|
|
128 |
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
48,200 |
|
|
$ |
112,555 |
|
|
$ |
(128 |
) |
|
|
|
|
|
|
|
|
|
|
72
8. |
|
Bank Premises and Equipment |
A summary of bank premises and equipment and the related depreciation follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
Useful lives |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land |
|
|
|
|
|
$ |
487,673 |
|
|
$ |
487,673 |
|
|
$ |
487,673 |
|
Building |
|
5-50 years |
|
|
1,600,297 |
|
|
|
1,435,249 |
|
|
|
1,264,831 |
|
Leasehold improvements |
|
3-30 years |
|
|
1,380,032 |
|
|
|
1,221,877 |
|
|
|
601,388 |
|
Furniture and equipment |
|
3-23 years |
|
|
1,743,823 |
|
|
|
1,636,066 |
|
|
|
897,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,211,825 |
|
|
|
4,780,865 |
|
|
|
3,251,580 |
|
Accumulated depreciation |
|
|
|
|
|
|
1,004,430 |
|
|
|
731,472 |
|
|
|
814,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net bank premises and equipment |
|
|
|
|
|
$ |
4,207,395 |
|
|
$ |
4,049,393 |
|
|
$ |
2,436,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense |
|
|
|
|
|
$ |
336,844 |
|
|
$ |
216,195 |
|
|
$ |
124,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer software included in other assets, and related amortization, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
3 years |
|
$ |
205,564 |
|
|
$ |
179,303 |
|
|
$ |
240,542 |
|
Accumulated amortization |
|
|
|
|
|
|
154,654 |
|
|
|
132,241 |
|
|
|
179,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net computer software |
|
|
|
|
|
$ |
50,910 |
|
|
$ |
47,062 |
|
|
$ |
60,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense |
|
|
|
|
|
$ |
22,876 |
|
|
$ |
34,225 |
|
|
$ |
31,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Major classifications of interest bearing deposits are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market and NOW |
|
$ |
33,935,011 |
|
|
$ |
25,637,107 |
|
|
$ |
25,254,627 |
|
Savings |
|
|
6,584,834 |
|
|
|
11,237,282 |
|
|
|
8,202,848 |
|
Other time
deposits-$100,000 and over |
|
|
41,150,781 |
|
|
|
31,799,466 |
|
|
|
25,338,694 |
|
Other time deposits |
|
|
61,000,318 |
|
|
|
63,034,925 |
|
|
|
30,457,572 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
142,670,944 |
|
|
$ |
131,708,780 |
|
|
$ |
89,253,741 |
|
|
|
|
|
|
|
|
|
|
|
Time deposits mature as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year |
|
$ |
88,992,052 |
|
|
$ |
70,850,631 |
|
|
$ |
16,329,558 |
|
Over one to two years |
|
|
6,618,733 |
|
|
|
11,394,072 |
|
|
|
14,398,127 |
|
Over two to three years |
|
|
5,773,384 |
|
|
|
4,985,990 |
|
|
|
7,273,043 |
|
Over three to four years |
|
|
219,449 |
|
|
|
7,603,698 |
|
|
|
17,795,538 |
|
Over four to five years |
|
|
547,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
102,151,099 |
|
|
$ |
94,834,391 |
|
|
$ |
55,796,266 |
|
|
|
|
|
|
|
|
|
|
|
73
Interest on deposits for the years ended December 31, 2007, 2006, and 2005 consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market and NOW |
|
$ |
588,824 |
|
|
$ |
343,202 |
|
|
$ |
156,523 |
|
Savings |
|
|
55,660 |
|
|
|
60,720 |
|
|
|
47,168 |
|
Other time deposits $100,000
and over |
|
|
1,503,715 |
|
|
|
1,065,151 |
|
|
|
742,234 |
|
Other time deposits |
|
|
3,541,355 |
|
|
|
1,750,753 |
|
|
|
844,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,689,554 |
|
|
$ |
3,219,826 |
|
|
$ |
1,790,695 |
|
|
|
|
|
|
|
|
|
|
|
10. |
|
Short-Term Borrowings |
The Bank has available lines of credit including overnight federal
funds and reverse repurchase agreements from its correspondent banks
totaling $24.8 million as of December 31, 2007. The Bank has an
additional secured line of credit from the Federal Home Loan Bank of
Atlanta (FHLB) of $71.1 million of which the Bank had borrowed $15
million as of December 31, 2007 as outlined below. As a condition of
obtaining the line of credit from the FHLB, the FHLB requires that the
Bank purchase shares of capital stock in the FHLB. Prior to allowing
the Bank to borrow under the line of credit, the FHLB also requires
that the Bank provide collateral to support borrowings.
Short-term borrowings consist of promissory notes sold to the Banks
customers, federal funds purchased and advances from the FHLB. The
Bank sells short-term promissory notes to its customers. These notes
reprice daily and have maturities of 270 days or less. Federal funds
purchased are unsecured, overnight borrowings from other financial
institutions.
Information relating to short-term borrowings is a follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
Amount |
|
|
Rate |
|
|
Amount |
|
|
Rate |
|
|
Amount |
|
|
Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount outstanding at year-end
Short-term promissory notes |
|
$ |
16,347,096 |
|
|
|
2.53 |
% |
|
$ |
7,193,391 |
|
|
|
3.46 |
% |
|
$ |
9,292,506 |
|
|
|
2.02 |
% |
FHLB advance due Jan. 2007 |
|
|
|
|
|
|
|
|
|
|
2,000,000 |
|
|
|
5.65 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
16,347,096 |
|
|
|
|
|
|
$ |
9,193,391 |
|
|
|
|
|
|
$ |
9,292,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
promissory notes |
|
$ |
13,674,099 |
|
|
|
3.23 |
% |
|
$ |
9,116,705 |
|
|
|
3.00 |
% |
|
$ |
6,616,011 |
|
|
|
1.60 |
% |
FHLB advance due Jan. 2007 |
|
|
169,862 |
|
|
|
5.65 |
% |
|
|
917,807 |
|
|
|
5.65 |
% |
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
55,069 |
|
|
|
5.99 |
% |
|
|
|
|
|
|
|
|
|
|
8,219 |
|
|
|
1.65 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
13,899,030 |
|
|
|
|
|
|
$ |
10,034,512 |
|
|
|
|
|
|
$ |
6,624,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
At December 31, 2007, the Bank had three advances, in the amount of
$5,000,000 each, from the Federal Home Loan Bank (FHLB) totaling
$15,000,000. The 3.66% FHLB borrowing matures November 23, 2010.
Interest is payable on the 23rd day of each February, May,
August, and November, commencing on February 23, 2008. On November
23, 2008, or any interest payment date thereafter, the FHLB has the
option to convert the interest rate on this advance from a fixed rate
to a three (3) month LIBOR based variable rate.
The 3.3575% FHLB borrowing matures December 12, 2012. Interest is
payable on the 12th day of each March, June, September and
December, commencing on March 12, 2008. On December 12, 2008, or any
interest payment date thereafter, the FHLB has the option to convert
the interest rate on this advance from a fixed rate to a three (3)
month LIBOR based variable rate.
The 3.119% FHLB borrowing matures December 19, 2012. Interest is
payable on the 19th day of each month. On January 22,
2008, or any interest payment date thereafter, the FHLB has the option
to convert the interest rate on this advance from a fixed rate to a
one (1) month LIBOR based variable rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
Amount |
|
|
Rate |
|
|
Amount |
|
|
Rate |
|
|
Amount |
|
|
Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount outstanding at year-end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advance due Nov. 2010 |
|
$ |
5,000,000 |
|
|
|
3.660 |
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
FHLB advance due Dec. 2012 |
|
|
5,000,000 |
|
|
|
3.358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advance due Dec. 2012 |
|
|
5,000,000 |
|
|
|
3.119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advance due March 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000 |
|
|
|
1.790 |
|
FHLB advance due July 2009 |
|
|
|
|
|
|
|
|
|
|
3,000,000 |
|
|
|
5.328 |
|
|
|
|
|
|
|
|
|
FHLB advance due Jan. 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000,000 |
|
|
|
4.800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
15,000,000 |
|
|
|
|
|
|
$ |
3,000,000 |
|
|
|
|
|
|
$ |
6,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advance due Nov. 2010 |
|
$ |
520,548 |
|
|
|
3.660 |
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
FHLB advance due Dec. 2012 |
|
|
260,274 |
|
|
|
3.358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advance due Dec. 2012 |
|
|
164,384 |
|
|
|
3.119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advance due March 2009 |
|
|
|
|
|
|
|
|
|
|
416,438 |
|
|
|
1.790 |
|
|
|
2,000,000 |
|
|
|
1.800 |
|
FHLB advance due July 2009 |
|
|
1,652,055 |
|
|
|
5.328 |
|
|
|
1,364,384 |
|
|
|
5.328 |
|
|
|
|
|
|
|
|
|
FHLB advance due Jan. 2011 |
|
|
|
|
|
|
|
|
|
|
2,016,438 |
|
|
|
4.800 |
|
|
|
4,000,000 |
|
|
|
4.800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,597,261 |
|
|
|
|
|
|
$ |
3,797,260 |
|
|
|
|
|
|
$ |
6,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. |
|
Related Party Transactions |
The Bank has entered into various transactions with firms in which
owners are also members of the Board of Directors. Fees charged for
these services are at similar rates charged by unrelated parties for
similar work. Amounts paid to these related parties totaled $110,
$13,951, and $10,248, during the years ended December 31, 2007, 2006,
and 2005, respectively.
We have a fifty percent or $805,971 investment in Pointer Ridge.
Frank Lucente, a director of Bancshares and the Bank, controls twenty
five percent of Pointer Ridge. In 2007, the Bank paid Pointer Ridge
$496,272 in lease payments and $24,005 for leasehold improvements. In
2006, the Bank paid Pointer Ridge $272,070 in lease payments and
$253,761 for leasehold improvements.
The directors, executive officers and their affiliated companies maintained deposits with
the Bank of $9,117,683, $9,407,392, and $10,814,062, at December 31, 2007, 2006, and 2005,
respectively.
75
12. |
|
Related Party Transactions (Continued) |
The schedule below summarizes changes in amounts of loans outstanding to directors and
executive officers or their affiliated companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
$ |
4,756,505 |
|
|
$ |
4,748,281 |
|
|
$ |
2,888,793 |
|
Additions |
|
|
877,550 |
|
|
|
2,294,222 |
|
|
|
3,888,529 |
|
Repayments |
|
|
(1,373,491 |
) |
|
|
(2,285,998 |
) |
|
|
(2,029,041 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
4,260,564 |
|
|
$ |
4,756,505 |
|
|
$ |
4,748,281 |
|
|
|
|
|
|
|
|
|
|
|
In addition to the outstanding balances, the Directors and Executive Officers or affiliated
companies have $1,879,454 in unused commitments as of December 31, 2007. In the opinion of
management, these transactions were made on substantially the same terms, including
interest rates and collateral,
as those prevailing at the time for comparable transactions with unrelated parties.
The components of income tax are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
715,134 |
|
|
$ |
832,302 |
|
|
$ |
505,213 |
|
State |
|
|
97,780 |
|
|
|
94,119 |
|
|
|
75,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
812,914 |
|
|
|
926,421 |
|
|
|
580,246 |
|
Deferred |
|
|
(23,861 |
) |
|
|
(78,225 |
) |
|
|
(2,595 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
789,053 |
|
|
$ |
848,196 |
|
|
$ |
577,651 |
|
|
|
|
|
|
|
|
|
|
|
The components of deferred income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
$ |
(135,333 |
) |
|
$ |
(130,922 |
) |
|
$ |
(79,083 |
) |
Nonaccrual interest |
|
|
(11,174 |
) |
|
|
|
|
|
|
|
|
Organization costs |
|
|
5,190 |
|
|
|
5,897 |
|
|
|
5,897 |
|
Director stock option expense |
|
|
(12,141 |
) |
|
|
|
|
|
|
|
|
Supplemental executive retirement plan |
|
|
(42,586 |
) |
|
|
(36,270 |
) |
|
|
|
|
Deferred loan origination costs, net |
|
|
94,909 |
|
|
|
63,155 |
|
|
|
55,047 |
|
Depreciation |
|
|
77,274 |
|
|
|
19,915 |
|
|
|
15,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(23,861 |
) |
|
$ |
(78,225 |
) |
|
$ |
(2,595 |
) |
|
|
|
|
|
|
|
|
|
|
76
13. |
|
Income Taxes (Continued) |
The components of net deferred tax assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
598,675 |
|
|
$ |
463,342 |
|
|
$ |
332,420 |
|
Nonaccrual interest |
|
|
11,174 |
|
|
|
|
|
|
|
|
|
Organization costs |
|
|
5,132 |
|
|
|
10,322 |
|
|
|
16,219 |
|
Director stock option expense |
|
|
12,141 |
|
|
|
|
|
|
|
|
|
Supplemental executive retirement plan |
|
|
78,856 |
|
|
|
36,270 |
|
|
|
|
|
Net unrealized loss on securities available for sale |
|
|
19,378 |
|
|
|
108,172 |
|
|
|
160,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725,356 |
|
|
|
618,106 |
|
|
|
508,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred loan origination costs |
|
|
350,133 |
|
|
|
255,224 |
|
|
|
192,069 |
|
Depreciation |
|
|
213,283 |
|
|
|
136,009 |
|
|
|
116,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
563,416 |
|
|
|
391,233 |
|
|
|
308,163 |
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
161,940 |
|
|
$ |
226,873 |
|
|
$ |
200,663 |
|
|
|
|
|
|
|
|
|
|
|
The differences between the federal income tax rate of 34 percent and our effective tax
rate for are reconciled as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory federal income tax rate |
|
|
34.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
Increase (decrease) resulting from
State income taxes, net of federal income tax benefit |
|
|
2.3 |
|
|
|
2.2 |
|
|
|
2.8 |
|
Tax exempt income |
|
|
(1.2 |
) |
|
|
(1.2 |
) |
|
|
(2.1 |
) |
Stock based compensation awards |
|
|
2.1 |
|
|
|
1.5 |
|
|
|
|
|
Other nondeductible expenses |
|
|
0.6 |
|
|
|
0.4 |
|
|
|
0.5 |
|
Bank owned life insurance |
|
|
(4.5 |
) |
|
|
(1.9 |
) |
|
|
(1.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
33.3 |
% |
|
|
35.0 |
% |
|
|
33.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eligible employees participate in a profit sharing plan that qualifies under Section 401(k)
of the Internal Revenue Code. The plan allows for elective employee deferrals and the Bank
makes matching contributions of up to 4% of employee eligible compensation. Our
contributions to the plan, included in employee benefit expenses, were $122,901, $88,621
and $57,641 for 2007, 2006, and 2005, respectively.
In 2007 and 2006, the Bank also offered Supplemental Executive Retirement Plans (SERPs) to
its executive officers providing for retirement income benefits. We accrue the present
value of the SERPs over the remaining number of years to the executives expected
retirement dates. The Banks expenses for the SERPs were $105,997 and $93,916 in 2007 and
2006, respectively.
77
The Federal Deposit Insurance Corporation and the Federal Reserve
Board have adopted risk-based capital standards for banking
organizations. These standards require ratios of capital to assets
for minimum capital adequacy and to be classified as well capitalized
under prompt corrective action provisions. As of December 31, 2007,
2006, and 2005, the capital ratios and minimum capital requirements
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum capital |
|
To be well |
(in thousands) |
|
Actual |
|
adequacy |
|
capitalized |
December 31, 2007 |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
36,248 |
|
|
|
16.3 |
% |
|
$ |
17,763 |
|
|
|
8.0 |
% |
|
$ |
22,203 |
|
|
|
10.0 |
% |
Old Line Bank |
|
$ |
32,913 |
|
|
|
15.0 |
% |
|
$ |
17,583 |
|
|
|
8.0 |
% |
|
$ |
21,979 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
34,661 |
|
|
|
15.6 |
% |
|
$ |
8,881 |
|
|
|
4.0 |
% |
|
$ |
13,322 |
|
|
|
6.0 |
% |
Old Line Bank |
|
$ |
31,326 |
|
|
|
14.3 |
% |
|
$ |
8,791 |
|
|
|
4.0 |
% |
|
$ |
13,187 |
|
|
|
6.0 |
% |
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
34,661 |
|
|
|
14.6 |
% |
|
$ |
9,480 |
|
|
|
4.0 |
% |
|
$ |
11,850 |
|
|
|
5.0 |
% |
Old Line Bank |
|
$ |
31,326 |
|
|
|
13.3 |
% |
|
$ |
9,390 |
|
|
|
4.0 |
% |
|
$ |
11,738 |
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
36,268 |
|
|
|
21.2 |
% |
|
$ |
13,665 |
|
|
|
8.0 |
% |
|
$ |
17,081 |
|
|
|
10.0 |
% |
Old Line Bank |
|
$ |
31,594 |
|
|
|
18.6 |
% |
|
$ |
13,592 |
|
|
|
8.0 |
% |
|
$ |
16,990 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
34,988 |
|
|
|
20.5 |
% |
|
$ |
6,832 |
|
|
|
4.0 |
% |
|
$ |
10,249 |
|
|
|
6.0 |
% |
Old Line Bank |
|
$ |
30,314 |
|
|
|
17.8 |
% |
|
$ |
6,796 |
|
|
|
4.0 |
% |
|
$ |
10,194 |
|
|
|
6.0 |
% |
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
34,988 |
|
|
|
17.5 |
% |
|
$ |
8,019 |
|
|
|
4.0 |
% |
|
$ |
10,023 |
|
|
|
5.0 |
% |
Old Line Bank |
|
$ |
30,314 |
|
|
|
15.2 |
% |
|
$ |
7,980 |
|
|
|
4.0 |
% |
|
$ |
9,975 |
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
34,725 |
|
|
|
28.3 |
% |
|
$ |
9,826 |
|
|
|
8.0 |
% |
|
$ |
12,283 |
|
|
|
10.0 |
% |
Old Line Bank |
|
$ |
30,254 |
|
|
|
24.8 |
% |
|
$ |
9,766 |
|
|
|
8.0 |
% |
|
$ |
12,208 |
|
|
|
10.0 |
% |
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
33,770 |
|
|
|
27.5 |
% |
|
$ |
4,913 |
|
|
|
4.0 |
% |
|
$ |
7,370 |
|
|
|
6.0 |
% |
Old Line Bank |
|
$ |
29,299 |
|
|
|
24.0 |
% |
|
$ |
4,883 |
|
|
|
4.0 |
% |
|
$ |
7,325 |
|
|
|
6.0 |
% |
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
$ |
33,770 |
|
|
|
21.5 |
% |
|
$ |
6,292 |
|
|
|
4.0 |
% |
|
$ |
7,865 |
|
|
|
5.0 |
% |
Old Line Bank |
|
$ |
29,299 |
|
|
|
18.7 |
% |
|
$ |
6,268 |
|
|
|
4.0 |
% |
|
$ |
7,835 |
|
|
|
5.0 |
% |
Consolidated Tier 1 capital consists of common stock, additional paid-in capital and
retained earnings. Total capital includes a limited amount of the allowance for loan
losses. In calculating risk-weighted assets, specified risk percentages are applied to
each category of asset and off-balance sheet items.
Failure to meet the capital requirement could affect our ability to pay dividends and
accept deposits and may significantly affect our operations.
In the most recent regulatory report, we were categorized as well capitalized under the
prompt corrective action regulations. Management knows of no events or conditions that
should change this
classification.
78
16. |
|
Commitments and Contingencies |
We lease four branch locations, two loan production offices, and our corporate headquarters
under operating lease agreements expiring through 2040. Each of the leases provides
extension options. On January 31, 2007, the Bank executed a lease for approximately 33,000
square feet of ground area and a free-standing bank building that Old Line Bank will
construct on Ivy Lane in Greenbelt, Md. We plan to move the current Greenbelt branch
located on Ivy Lane to this facility and expect this lease will commence in July 2009.
The approximate future minimum lease commitments under the operating leases as of December
31, 2007, are as follows:
|
|
|
|
|
Year |
|
Amount |
|
|
2008 |
|
$ |
761,011 |
|
2009 |
|
|
785,027 |
|
2010 |
|
|
792,704 |
|
2011 |
|
|
809,568 |
|
2012 |
|
|
809,992 |
|
Remaining |
|
|
17,522,992 |
|
|
|
|
|
|
|
$ |
21,481,294 |
|
|
|
|
|
Rent expense was $671,110, $345,636, and $87,821 for the years ended December 31, 2007,
2006, and 2005, respectively.
On August 25, 2006, Pointer Ridge entered into a loan agreement with an unrelated bank, in
a principal amount of $6.6 million to finance the commercial office building located at
1525 Pointer Ridge Place, Bowie, Maryland. We lease approximately half of this building
for our main office and operate a branch from this address. Pursuant to the terms of a
guaranty between the bank and Old Line Bancshares dated August 25, 2006, Old Line
Bancshares has guaranteed up to 50% of the loan amount plus costs incurred by the lender
resulting from any acts, omissions or alleged acts or omissions.
In the normal course of business the Bank is involved in various legal proceedings. In the
opinion of management, any liability resulting from such proceedings would not have a
material adverse effect on the Banks financial statements.
79
17. |
|
Fair Value of Financial Instruments |
|
|
|
The estimated fair values of financial instruments equal the carrying
value of the instruments except as noted. |
|
|
|
Time Deposits-The fair value of time deposits with other banks is an estimate determined by
discounting future cash flows using current rates offered for deposits of similar remaining
maturities. |
|
|
|
Investment Securities-The fair values of investment securities available for sale and held
to maturity are based upon quoted market prices or dealer quotes. |
|
|
|
Loans-The fair value of loans is an estimate determined by discounting future cash flows
using current rates for which the Bank would make similar loans to borrowers with similar
credit histories. |
|
|
|
Deposits-The fair value of demand deposits and savings accounts is the amount payable on
demand. The fair value of fixed maturity certificates of deposit is an estimate using the
rates currently offered for deposits of similar remaining maturities. |
|
|
|
Borrowed funds-The fair value of short-term and long-term fixed rate FHLB advances is
estimated by discounting the value of contractual cash flows using rates currently offered
for advances with similar terms and remaining maturities. |
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
Fair |
|
|
amount |
|
value |
|
December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
Time deposits |
|
$ |
2,000,000 |
|
|
$ |
2,003,325 |
|
Investment securities |
|
|
11,694,947 |
|
|
|
11,690,695 |
|
Loans |
|
|
201,941,667 |
|
|
|
200,202,101 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
Interest bearing deposits |
|
$ |
142,670,944 |
|
|
$ |
143,517,303 |
|
Long term borrowings |
|
|
15,000,000 |
|
|
|
14,980,071 |
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
Investment securities |
|
$ |
16,921,038 |
|
|
$ |
16,865,321 |
|
Loans |
|
|
150,417,217 |
|
|
|
147,638,509 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
Interest bearing deposits |
|
$ |
131,708,780 |
|
|
$ |
132,234,852 |
|
Long term borrowings |
|
|
3,000,000 |
|
|
|
3,018,219 |
|
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
Investment securities |
|
$ |
16,129,556 |
|
|
$ |
16,071,754 |
|
Loans |
|
|
104,249,383 |
|
|
|
102,750,575 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
Interest bearing deposits |
|
$ |
89,253,741 |
|
|
$ |
89,136,186 |
|
Long term borrowings |
|
|
6,000,000 |
|
|
|
5,738,859 |
|
|
80
18. |
|
Other Operating Expenses |
|
|
|
Other operating expenses that are significant are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising |
|
$ |
46,797 |
|
|
$ |
39,759 |
|
|
$ |
26,497 |
|
Audit & exam fees |
|
|
54,000 |
|
|
|
54,500 |
|
|
|
62,000 |
|
Branch security costs |
|
|
50,422 |
|
|
|
26,947 |
|
|
|
27,743 |
|
Broker referrals |
|
|
27,565 |
|
|
|
51,481 |
|
|
|
11,101 |
|
Business development |
|
|
78,935 |
|
|
|
81,545 |
|
|
|
27,545 |
|
Courier fees |
|
|
81,067 |
|
|
|
86,975 |
|
|
|
45,457 |
|
Director fees |
|
|
120,400 |
|
|
|
112,000 |
|
|
|
107,700 |
|
FDIC Assessment |
|
|
87,766 |
|
|
|
27,984 |
|
|
|
22,416 |
|
Organizational & legal expenses |
|
|
36,734 |
|
|
|
35,149 |
|
|
|
36,590 |
|
Stationery & supplies |
|
|
75,180 |
|
|
|
75,810 |
|
|
|
56,549 |
|
Other |
|
|
712,633 |
|
|
|
609,153 |
|
|
|
405,010 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,371,499 |
|
|
$ |
1,201,303 |
|
|
$ |
828,608 |
|
|
|
|
|
|
|
|
|
|
|
19. |
|
Parent Company Financial Information |
|
|
|
The balance sheets, statements of income, and statements of cash flows for Old Line
Bancshares, Inc. (Parent Company) follow: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Line Bancshares, Inc. |
|
|
|
|
|
|
|
|
|
Balance Sheets |
|
|
|
|
|
|
|
|
|
December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
985,479 |
|
|
$ |
3,793,016 |
|
|
$ |
3,591,373 |
|
Loans |
|
|
1,424,317 |
|
|
|
|
|
|
|
|
|
Investment in real estate LLC |
|
|
805,971 |
|
|
|
793,714 |
|
|
|
837,436 |
|
Investment in Old Line Bank |
|
|
31,296,637 |
|
|
|
30,142,215 |
|
|
|
29,043,818 |
|
Deferred income taxes |
|
|
5,132 |
|
|
|
10,322 |
|
|
|
16,219 |
|
Other assets |
|
|
189,065 |
|
|
|
110,948 |
|
|
|
60,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,706,601 |
|
|
$ |
34,850,215 |
|
|
$ |
33,549,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
75,347 |
|
|
$ |
34,261 |
|
|
$ |
33,542 |
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
40,758 |
|
|
|
42,537 |
|
|
|
42,489 |
|
Additional paid-in capital |
|
|
30,465,013 |
|
|
|
31,868,025 |
|
|
|
31,735,627 |
|
Retained earnings |
|
|
4,155,232 |
|
|
|
3,077,313 |
|
|
|
1,992,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,661,003 |
|
|
|
34,987,875 |
|
|
|
33,770,417 |
|
Accumulated other comprehensive income |
|
|
(29,749 |
) |
|
|
(171,921 |
) |
|
|
(254,590 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
34,631,254 |
|
|
|
34,815,954 |
|
|
|
33,515,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,706,601 |
|
|
$ |
34,850,215 |
|
|
$ |
33,549,369 |
|
|
|
|
|
|
|
|
|
|
|
81
19. |
|
Parent Company Financial Information (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Line Bancshares, Inc. |
|
|
|
|
|
|
|
|
|
Statements of Income |
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Dividend from subsidiary |
|
$ |
505,189 |
|
|
$ |
488,839 |
|
|
$ |
467,342 |
|
Interest on money market and certificates of deposit |
|
|
128,775 |
|
|
|
142,418 |
|
|
|
76,632 |
|
Interest on loans |
|
|
54,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividend revenue |
|
|
688,134 |
|
|
|
631,257 |
|
|
|
543,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) on investment in real estate LLC |
|
|
24,100 |
|
|
|
56,278 |
|
|
|
(64 |
) |
Other fees |
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest revenue |
|
|
29,100 |
|
|
|
56,278 |
|
|
|
(64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense |
|
|
105,057 |
|
|
|
93,963 |
|
|
|
111,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
612,177 |
|
|
|
593,572 |
|
|
|
432,893 |
|
Income tax expense (benefit) |
|
|
41,319 |
|
|
|
35,449 |
|
|
|
(11,713 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
570,858 |
|
|
|
558,123 |
|
|
|
444,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net income of subsidiary |
|
|
1,012,251 |
|
|
|
1,015,728 |
|
|
|
694,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,583,109 |
|
|
$ |
1,573,851 |
|
|
$ |
1,138,939 |
|
|
|
|
|
|
|
|
|
|
|
82
19. |
|
Parent Company Financial Information (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Old Line Bancshares, Inc. |
|
|
|
|
|
|
|
|
|
Statements of Cash Flows |
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends received |
|
$ |
683,087 |
|
|
$ |
631,257 |
|
|
$ |
543,974 |
|
Income taxes |
|
|
35,894 |
|
|
|
29,591 |
|
|
|
51,122 |
|
Cash paid for operating expenses |
|
|
(30,349 |
) |
|
|
(95,554 |
) |
|
|
(77,595 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
688,632 |
|
|
|
565,294 |
|
|
|
517,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans made, net of principal collected |
|
|
(1,424,317 |
) |
|
|
|
|
|
|
|
|
Investment in bank |
|
|
|
|
|
|
|
|
|
|
(15,687,000 |
) |
Return of principal from (investment in) real estate LLC |
|
|
11,843 |
|
|
|
100,000 |
|
|
|
(287,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,412,474 |
) |
|
|
100,000 |
|
|
|
(15,974,500 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from stock options exercised |
|
|
32,706 |
|
|
|
26,071 |
|
|
|
90,493 |
|
Tax benefit from stock options exercised |
|
|
11,887 |
|
|
|
1,008 |
|
|
|
|
|
(Costs) proceeds from stock offering |
|
|
|
|
|
|
(1,891 |
) |
|
|
19,177,507 |
|
Repurchase of common stock |
|
|
(1,623,098 |
) |
|
|
|
|
|
|
|
|
Dividends paid |
|
|
(505,190 |
) |
|
|
(488,839 |
) |
|
|
(267,343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,083,695 |
) |
|
|
(463,651 |
) |
|
|
19,000,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(2,807,537 |
) |
|
|
201,643 |
|
|
|
3,543,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
3,793,016 |
|
|
|
3,591,373 |
|
|
|
47,715 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
985,479 |
|
|
$ |
3,793,016 |
|
|
$ |
3,591,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to net cash
provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,583,109 |
|
|
$ |
1,573,851 |
|
|
$ |
1,138,939 |
|
Adjustments to reconcile net income to net cash
provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net income of subsidiary |
|
|
(1,012,251 |
) |
|
|
(1,015,728 |
) |
|
|
(694,333 |
) |
Stock based compensation awards |
|
|
173,714 |
|
|
|
107,258 |
|
|
|
|
|
Decrease in deferred income taxes |
|
|
5,190 |
|
|
|
5,897 |
|
|
|
5,897 |
|
(Income) Loss from investment in real estate LLC |
|
|
(24,100 |
) |
|
|
(56,278 |
) |
|
|
64 |
|
Increase in other liabilities |
|
|
41,086 |
|
|
|
719 |
|
|
|
33,422 |
|
(Increase) decrease in other assets |
|
|
(78,116 |
) |
|
|
(50,425 |
) |
|
|
33,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
688,632 |
|
|
$ |
565,294 |
|
|
$ |
517,501 |
|
|
|
|
|
|
|
|
|
|
|
83
20. |
|
Stockholders Equity |
|
|
|
Stock Options |
|
|
|
We have two stock option plans under which we may issue options, the 2001 Incentive Stock
Option Plan, as amended, and the 2004 Equity Incentive Plan. Our Compensation Committee
administers the stock option plans. As the plans outline, the Compensation Committee
approves stock option grants to directors and employees, determines the number of shares,
the type of option, the option price, the term (not to exceed 10 years from the date of
issuance) and the vesting period of options issued. The Compensation Committee has
approved and we have granted options vesting immediately as well as over periods of two,
three and five years. We recognize the compensation expense associated with these grants
over their respective vesting period. As of December 31, 2007, there were 157,480 shares
remaining available for future issuance under the stock option plans. |
|
|
|
The intrinsic value of the options that directors and officers exercised for the years
ended December 31, 2007, 2006, and 2005 was $26,432, $29,730, and $119,427, respectively. |
|
|
|
A summary of the status of the outstanding options follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|
Number |
|
average |
|
Number |
|
average |
|
Number |
|
average |
|
|
of shares |
|
exercise price |
|
of shares |
|
exercise price |
|
of shares |
|
exercise price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, beginning of year |
|
|
182,820 |
|
|
$ |
8.91 |
|
|
|
172,620 |
|
|
$ |
8.60 |
|
|
|
114,420 |
|
|
$ |
6.62 |
|
Options granted |
|
|
47,200 |
|
|
|
10.57 |
|
|
|
15,000 |
|
|
|
11.31 |
|
|
|
79,800 |
|
|
|
10.35 |
|
Options exercised |
|
|
(8,100 |
) |
|
|
4.72 |
|
|
|
(4,800 |
) |
|
|
5.43 |
|
|
|
(20,700 |
) |
|
|
4.37 |
|
Options expired |
|
|
(5,000 |
) |
|
|
11.31 |
|
|
|
|
|
|
|
|
|
|
|
(900 |
) |
|
|
9.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of year |
|
|
216,920 |
|
|
$ |
9.37 |
|
|
|
182,820 |
|
|
$ |
8.91 |
|
|
|
172,620 |
|
|
$ |
8.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options |
|
Exercisable options |
|
|
|
|
|
|
Weighted |
|
Weighted |
|
|
|
|
|
Weighted |
|
|
Number |
|
average |
|
average |
|
Number |
|
average |
|
|
of shares at |
|
remaining |
|
exercise |
|
of shares at |
|
exercise |
Exercise price |
|
December 31, 2007 |
|
term |
|
price |
|
December 31, 2007 |
|
price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3.33-$4.17 |
|
|
11,700 |
|
|
|
3.00 |
|
|
$ |
3.44 |
|
|
|
11,700 |
|
|
$ |
3.44 |
|
$4.18-$5.00 |
|
|
21,600 |
|
|
|
3.96 |
|
|
|
4.65 |
|
|
|
21,600 |
|
|
|
4.65 |
|
$7.65-$10.00 |
|
|
46,620 |
|
|
|
6.64 |
|
|
|
9.74 |
|
|
|
46,620 |
|
|
|
9.74 |
|
$10.01-$11.31 |
|
|
137,000 |
|
|
|
8.36 |
|
|
|
10.50 |
|
|
|
91,400 |
|
|
|
10.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
216,920 |
|
|
|
7.26 |
|
|
$ |
9.37 |
|
|
|
171,320 |
|
|
$ |
9.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value of vested exercisable
options where the market value
exceeds the exercise price |
|
$ |
123,719 |
|
Intrinsic value of outstanding options
where the market value exceeds
the exercise price |
|
$ |
127,365 |
|
84
20. |
|
Stockholders Equity (Continued) |
|
|
|
At December 31, 2007 there was $112,396 of total unrecognized
compensation cost related to nonvested stock options that we expect to
realize over the next 5 years. The following table summarizes the
fair values of the options granted and weighted-average assumptions
used to calculate the fair values. We used the Black-Scholes
option-pricing model. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2007 |
|
2006 |
|
2005 |
|
|
Expected Dividends |
|
|
1 |
% |
|
|
1 |
% |
|
|
1 |
% |
Risk-free interest rate |
|
|
4.64 |
% |
|
|
4.57 |
% |
|
|
4.39 |
% |
Expected volatility |
|
|
20.2-20.4 |
% |
|
|
20.30 |
% |
|
|
22.27 |
% |
Weighted-average volatility |
|
|
20.31 |
% |
|
|
20.33 |
% |
|
|
22.27 |
% |
Expected life in years |
|
|
6.0-7.0 |
|
|
|
6.0-6.0 |
|
|
|
6.0-10.0 |
|
Weighted average fair value of options granted |
|
$ |
2.92 |
|
|
$ |
3.06 |
|
|
$ |
3.79 |
|
|
|
Preferred stock |
|
|
|
We are authorized to issue up to 1,000,000 shares of preferred stock with a par value of
one cent per share. There were no preferred shares outstanding at December 31, 2007, 2006,
and 2005. |
|
21. |
|
Quarterly Results of Operations (Unaudited) |
|
|
|
The following is a summary of the unaudited quarterly results of operations |
Three months ended
(Dollars in thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
December 31, |
|
September 30, |
|
June 30, |
|
March 31, |
|
Interest income |
|
$ |
3,817 |
|
|
$ |
3,786 |
|
|
$ |
3,523 |
|
|
$ |
3,428 |
|
Interest expense |
|
|
1,594 |
|
|
|
1,666 |
|
|
|
1,536 |
|
|
|
1,467 |
|
Net interest income |
|
|
2,223 |
|
|
|
2,120 |
|
|
|
1,987 |
|
|
|
1,961 |
|
Provision for loan losses |
|
|
112 |
|
|
|
120 |
|
|
|
30 |
|
|
|
56 |
|
Net income |
|
|
519 |
|
|
|
328 |
|
|
|
408 |
|
|
|
328 |
|
Earnings per share-basic |
|
|
0.13 |
|
|
|
0.08 |
|
|
|
0.10 |
|
|
|
0.08 |
|
Earnings per share-diluted |
|
|
0.13 |
|
|
|
0.08 |
|
|
|
0.10 |
|
|
|
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
December 31, |
|
September 30, |
|
June 30, |
|
March 31, |
|
Interest income |
|
$ |
3,180 |
|
|
$ |
2,820 |
|
|
$ |
2,643 |
|
|
$ |
2,380 |
|
Interest expense |
|
|
1,218 |
|
|
|
932 |
|
|
|
853 |
|
|
|
727 |
|
Net interest income |
|
|
1,962 |
|
|
|
1,888 |
|
|
|
1,790 |
|
|
|
1,653 |
|
Provision for loan losses |
|
|
43 |
|
|
|
26 |
|
|
|
140 |
|
|
|
130 |
|
Net income |
|
|
367 |
|
|
|
417 |
|
|
|
407 |
|
|
|
383 |
|
Earnings per share-basic |
|
|
0.09 |
|
|
|
0.10 |
|
|
|
0.10 |
|
|
|
0.09 |
|
Earnings per share-diluted |
|
|
0.09 |
|
|
|
0.10 |
|
|
|
0.10 |
|
|
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
2,126 |
|
|
$ |
1,800 |
|
|
$ |
1,621 |
|
|
$ |
1,456 |
|
Interest expense |
|
|
666 |
|
|
|
580 |
|
|
|
471 |
|
|
|
411 |
|
Net interest income |
|
|
1,460 |
|
|
|
1,220 |
|
|
|
1,150 |
|
|
|
1,045 |
|
Provision for loan losses |
|
|
39 |
|
|
|
40 |
|
|
|
75 |
|
|
|
50 |
|
Net income |
|
|
388 |
|
|
|
281 |
|
|
|
243 |
|
|
|
227 |
|
Earnings per share-basic |
|
|
0.10 |
|
|
|
0.13 |
|
|
|
0.11 |
|
|
|
0.11 |
|
Earnings per share-diluted |
|
|
0.10 |
|
|
|
0.13 |
|
|
|
0.11 |
|
|
|
0.10 |
|
85
|
|
|
Item 9. |
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
There were no disagreements with accountants on accounting matters and financial disclosures
for the reporting periods presented.
|
|
|
Item 9A. |
|
Controls and Procedures |
As of the end of the period covered by this annual report on Form 10-K, Old Line Bancshares,
Inc.s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of Old Line
Bancshares, Inc.s disclosure controls and procedures. Based upon that evaluation, Old Line
Bancshares, Inc.s Chief Executive Officer and Chief Financial Officer concluded that Old Line
Bancshares, Inc.s disclosure controls and procedures are effective as of December 31, 2007.
Disclosure controls and procedures are controls and other procedures that are designed to ensure
that information required to be disclosed by Old Line Bancshares, Inc. in the reports that it files
or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms.
In addition, there were no changes in Old Line Bancshares, Inc.s internal control over
financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended) during the quarter ended December 31, 2007, that have materially affected, or are
reasonably likely to materially affect, Old Line Bancshares, Inc.s internal control over financial
reporting.
Managements Report On Internal Control Over Financial Reporting
The management of Old Line Bancshares, Inc. (the Company) is responsible for establishing
and maintaining adequate internal control over financial reporting. The internal control over
financial reporting has been designed under our supervision to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Companys consolidated
financial statements for external reporting purposes in accordance with accounting principles
generally accepted in the United States of America.
Management has conducted an assessment of the effectiveness of the Companys internal control
over financial reporting as of December 31, 2007, utilizing the framework established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management has determined that the Companys internal control
over financial reporting as of December 31, 2007 is effective.
This annual report does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.
|
|
|
Item 9B. |
|
Other Information |
None
86
PART III.
|
|
|
Item 10. |
|
Directors, Executive Officers and Corporate Governance |
Code of Ethics
Old Line Bancshares, Inc.s Board of Directors has adopted a code of ethics that applies to
its principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. That Code of Ethics for Senior Financial
Officers has been posted on Old Line Bancshares, Inc.s internet website at www.oldlinebank.com. A
copy of the Code of Conduct that applies to all of Old Line Bancshares and Old Line Banks
officers, directors and employees is also available on Old Line Bancshares, Inc.s internet
website.
The remaining information required by this Item 10 is incorporated by reference to the
information appearing under the captions Election of Directors, Board Meetings and Committees,
Executive Compensation and Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy
Statement for the 2008 Annual Meeting of Stockholders of Old Line Bancshares, Inc.
|
|
|
Item 11. |
|
Executive Compensation
|
The information required by this Item 11 is incorporated by reference to the information
appearing under the captions Director Compensation, Executive Compensation and Board Meetings
and Committees in the Proxy Statement for the 2008 Annual Meeting of Stockholders of Old Line
Bancshares, Inc.
|
|
|
Item 12. |
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |
Securities Authorized For Issuance Under Equity Compensation Plans
The following table sets forth certain information as of December 31, 2007, with respect to
compensation plans under which equity securities of Old Line Bancshares are authorized for
issuance.
Equity Compensation Plan Information
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities to |
|
Weighted average exercise |
|
|
|
|
be issued upon exercise |
|
price of outstanding |
|
Number of securities |
|
|
of outstanding options, |
|
options, warrants and |
|
remaining available |
Plan Category |
|
warrants and rights |
|
rights |
|
for future issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans approved by
security
holders
(1) |
|
|
216,920 |
|
|
$ |
9.37 |
|
|
|
157,480 |
|
|
|
|
(1) |
|
Includes the 1990 Stock Option Plan, as amended, the 2001 Incentive Stock Option Plan, as
amended, and the 2004 Equity Incentive Plan. The 1990 Stock Option Plan, as amended, and the
2001 Incentive Stock Option Plan, as amended, were approved by security holders of Old Line
Bank and its predecessor, Old Line National Bank. Effective September 15, 2003, all of the
then stockholders of Old Line Bank became stockholders of Old Line Bancshares, Inc. The 2004
Equity Incentive Plan was approved by security holders of Old Line Bancshares, Inc. |
The remaining information required by this Item 12 is incorporated by reference to the
information appearing under the caption Security Ownership of Management and Certain Security
Holders in the Proxy Statement for the 2008 Annual Meeting of Stockholders of Old Line Bancshares,
Inc.
87
|
|
|
Item 13. |
|
Certain Relationships and Related Transactions, and Director Independence |
The information required by this Item 13 is incorporated by reference to the information
appearing under the captions Certain Relationships and Related Transactions and Election of
Directors in the Proxy Statement for the 2008 Annual Meeting of Stockholders of Old Line
Bancshares, Inc.
|
|
|
Item 14. |
|
Principal Accounting Fees and Services. |
Audit and Non-Audit Fees
The following table presents fees for professional audit services rendered by Rowles &
Company, LLP for the audit of Old Line Bancshares, Inc.s annual consolidated financial statements
for the years ended December 31, 2007 and 2006 and fees billed for other services rendered by
Rowles & Company, LLP during those periods.
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Audit Fees (1) |
|
$ |
41,600 |
|
|
$ |
40,100 |
|
Tax Fees (2) |
|
|
5,000 |
|
|
|
5,758 |
|
All Other Fees (3) |
|
|
263 |
|
|
|
2,440 |
|
|
|
|
|
|
|
|
Total |
|
$ |
46,863 |
|
|
$ |
48,298 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit Fees consist of fees billed for professional services rendered for the audit of the Old
Line Bancshares, Inc.s consolidated (or Old Line Banks) annual financial statements and review of
the interim consolidated financial statements included in quarterly reports, and services that are
normally provided by Rowles & Company, LLP in connection with statutory and regulatory filings or
engagements. |
|
(2) |
|
Tax Fees consist of fees billed for professional services rendered for federal and state tax
compliance, tax advice and tax planning. |
|
(3) |
|
All Other Fees in 2007 are for review of Press Releases and in 2006 are for discussions
regarding the consolidation of Pointer Ridge Office Investment, LLC under FIN 46R. |
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor
Old Line Bancshares, Inc.s audit committee approves the engagement before Old Line
Bancshares, Inc. or Old Line Bank engages the independent auditor to render any audit or non-audit
services.
88
|
|
|
Item 15. |
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|
|
|
Exhibit No. |
|
Description of Exhibits |
3.1(A)
|
|
Articles of Amendment and Restatement of Old Line Bancshares, Inc. |
3.1.1(L)
|
|
Articles of Amendment of Old Line Bancshares, Inc. |
3.1.2(1)
|
|
Articles of Amendment of Old Line Bancshares, Inc. |
3.2(A)
|
|
Amended and Restated Bylaws of Old Line Bancshares, Inc. |
4(A)
|
|
Specimen Stock Certificate for Old Line Bancshares, Inc. |
10.1(A)
|
|
Executive Employment Agreement dated March 31, 2003 between Old Line Bank and James W.
Cornelsen |
10.2(G)
|
|
Fourth Amendment to Executive Employment Agreement dated January 1, 2008 between Old Line
Bank and James W. Cornelsen |
10.4(K)
|
|
Salary Continuation Agreement dated January 3, 2006 between Old Line Bank and James W.
Cornelsen |
10.4.1(O)
|
|
First Amendment dated December 31, 2007 to the Salary Continuation Agreement between Old
Line Bank and James W. Cornelsen |
10.5(K)
|
|
Supplemental Life Insurance Agreement dated January 3, 2006 between Old Line Bank and James
W. Cornelsen |
10.5.1(O)
|
|
First Amendment dated December 31, 2007 to the Supplemental Life Insurance Agreement
between Old Line Bank and James W. Cornelsen |
10.6(A)
|
|
Executive Employment Agreement dated March 31, 2003 between Old Line Bank and Joseph E.
Burnett |
10.7(G)
|
|
Fourth Amendment to Executive Employment Agreement dated January1, 2008 between Old Line
Bank and Joseph . Burnett |
10.9(K)
|
|
Salary Continuation Agreement dated January 3, 2006 between Old Line Bank and Joseph E.
Burnett |
10.9.1(O)
|
|
First Amendment dated December 31, 2007 to the Salary Continuation Agreement between Old
Line Bank and Joseph Burnett |
10.10(K)
|
|
Supplemental Life Insurance Agreement dated January 3, 2006 between Old Line Bank and
Joseph E. Burnett |
10.10.1(O)
|
|
First Amendment dated December 31, 2007 to the Supplemental Life Insurance Agreement
between Old Line Bank and Joseph Burnett |
10.11(A)
|
|
Employment Agreement March 31, 2003 between Old Line Bank and Christine M. Rush |
10.12(G)
|
|
Fourth Amendment to Executive Employment Agreement dated January 1, 2008 between Old Line
Bank and Christine M. Rush |
10.14(K)
|
|
Salary Continuation Agreement dated January 3, 2006 between Old Line Bank and Christine M.
Rush |
10.14.1(O)
|
|
First Amendment dated December 31, 2007 to the Salary Continuation Agreement between Old
Line Bank and Christine Rush |
10.15(K)
|
|
Supplemental Life Insurance Agreement dated January 3, 2006 between Old Line Bank and
Christine M. Rush |
10.15.1(O)
|
|
First Amendment dated December 31, 2007 to the Supplemental Life Insurance Agreement
between Old Line Bank and Christine Rush |
10.16(B)
|
|
2001 Stock Option Plan, as amended |
10.17(B)
|
|
Form of Incentive Stock Option Agreement for 2001 Stock Option Plan |
10.18(B)
|
|
Form of Non-Qualified Stock Option Agreement for 2001 Stock Option Plan |
10.19(C)
|
|
1990 Stock Option Plan, as amended |
10.20(C)
|
|
Form of Incentive Stock Option Grant Letter for 1990 Stock Option Plan |
10.21(C)
|
|
Form of Director Non-Qualified Stock Option Agreement for 1990 Stock Option Plan |
10.22(E)
|
|
2004 Equity Incentive Plan |
10.23(G)
|
|
Form of Incentive Stock Option Agreement for 2004 Equity Incentive Plan |
10.24(G)
|
|
Old Line Bancshares, Inc. and Old Line Bank Director Compensation Policy |
10.25(D)
|
|
Lease Agreement dated April 29, 1999 between Live Oak Limited Partnership and Old Line
National Bank |
10.26(D)
|
|
Commercial Lease Agreement dated February 14, 2002 between Adams and Company Commercial
Brokers, Inc. and Old Line National Bank |
10.27(F)
|
|
Commercial Lease Agreement dated July 7, 2004 by and between Ridgely I, LLC and Old Line
Bank |
89
|
|
|
Exhibit No. |
|
Description of Exhibits |
10.28(F)
|
|
Operating Agreement for Pointer Ridge Office Investment, LLC among J. Webb Group, Inc.,
Michael M. Webb, Lucente Enterprises, Inc., Chesapeake Custom Homes, L.L.C. and Old Line
Bancshares, Inc., all as Members and Chesapeake Pointer Ridge Manager, LLC |
10.29(H)
|
|
AIA Construction Agreement dated April 14, 2005 between Pointer Ridge Office Investment,
LLC and Waverly Construction & Management Company Inc. |
10.30(H)
|
|
Incentive Plan Model and Stock Option Model |
10.31(I)
|
|
Deed of Lease dated as of July 28, 2005 between Baltimore Boulevard Associates Limited
Partnership and Old Line Bank |
10.32(M)
|
|
First Amendment to Deed of Lease dated as of February 7, 2008 by and between Baltimore
Boulevard Associated Limited Partnership and Old Line Bank |
10.33(N)
|
|
Deed of Trust note dated November 3, 2005 between Pointer Ridge Office Investment, LLC and
Manufacturers and Traders Trust Company. |
10.34(N)
|
|
Completion Guaranty Agreement dated November 3, 2005 between Pointer Ridge Office
Investment, LLC and Manufacturers and Traders Trust Company. |
10.35(J)
|
|
Amendment of Lease Agreement dated June 5, 2006 between Ridgley I, LLC and Old Line Bank
to the lease entered into July 7, 2004. |
10.36(L)
|
|
Lease Agreement dated June 6, 2006 by and between Pointer Ridge Office Investment, LLC and
Old Line Bank (1st Floor 1525 Pointer Ridge Place, Bowie, Md.). |
10.37(L)
|
|
Lease Agreement dated June 6, 2006 by and between Pointer Ridge Office Investment, LLC and
Old Line Bank (3rd Floor 1525 Pointer Ridge Place, Bowie, Md.). |
10.38(L)
|
|
Lease Agreement dated June 6, 2006 by and between Pointer Ridge Office Investment, LLC and
Old Line Bank (4th Floor 1525 Pointer Ridge Place, Bowie, Md.). |
10.39(L)
|
|
Indemnity Agreement between Old Line Bancshares, Inc. and Prudential Mortgage Capital
Company, LLC dated August 25, 2006. |
10.40(P)
|
|
Lease Agreement dated December 29, 2006 between Old Line Bank and Eleventh Springhill Lake
Associates, LLC |
21(A)
|
|
Subsidiaries of Registrant |
23.1
|
|
Consent of Rowles & Company, LLP |
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 |
31.2
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 |
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
99.1(A)
|
|
Agreement and Plan of Reorganization between Old Line Bank and Old Line Bancshares, Inc.,
including form of Articles of Share Exchange attached as Exhibit A thereto |
|
|
|
(A) |
|
Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference
from, Old Line Bancshares, Inc.s Registration Statement on Form 10-SB, as amended, under the
Securities Exchange Act of 1934, as amended (File Number 000-50345). |
|
(B) |
|
Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference from,
Old Line Bancshares, Inc.s Registration Statement on Form S-8, under the Securities Act of 1933,
as amended (Registration Number 333-111587). |
|
(C) |
|
Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference from,
Old Line Bancshares, Inc.s Registration Statement on Form S-8, under the Securities Act of 1933,
as amended (Registration Number 333-113097). |
|
(D) |
|
Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference from,
Old Line Bancshares, Inc.s Annual Report on Form 10-KSB/A filed on April 8, 2004. |
|
(E) |
|
Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference from,
Old Line Bancshares, Inc.s Registration Statement on Form S-8, under the Securities Act of 1933,
as amended (Registration Number 333-116845). |
|
(F) |
|
Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference from,
Old Line Bancshares, Inc.s Quarterly Report on Form 10-QSB filed on November 8, 2004. |
90
|
|
|
(G) |
|
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 February 5, 2008. |
|
(H) |
|
Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from
Old Line Bancshares, Inc.s Quarterly Report on Form 10-QSB filed on August 10, 2005. |
|
(I) |
|
Previously filed by Old Line Bancshares, Inc. as part of and incorporated by reference from Old
Line Bancshares, Inc.s Registration Statement on Form SB2, under the Securities Act of 1933, as
amended (Registration Number 333-127792) filed on August 23, 2005. |
|
(J) |
|
Previously filed by Old Line Bancshares, Inc. as part of and incorporated by reference from Old
Line Bancshares, Inc.s Annual Report on Form 10-QSB filed on August 10, 2006. |
|
(K) |
|
Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from
Old Line Bancshares, Inc.s Current Report on Form 8-K filed on January 6, 2006. |
|
(L) |
|
Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from
Old Line Bancshares, Inc.s Quarterly Report on Form 10-QSB filed on November 9, 2006. |
|
(M) |
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Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from
Old Line Bancshares, Inc.s Current Report on Form 8-K filed on February 12, 2008. |
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(N) |
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Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from
Old Line Bancshares, Inc.s Annual Report on Form 10-KSB filed on March 28, 2006. |
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(O) |
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Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from
Old Line Bancshares, Inc.s Current Report on Form 8-K filed on January 7, 2008. |
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(P) |
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Previously filed by Old Line Bancshares, Inc. as part of and incorporated by reference from Old
Line Bancshares, Inc.s Annual Report on Form 10-Q filed on May 10, 2007. |
Note: Exhibits 10.1 through 10.24, and 10.30 relate to management contracts or compensatory plans
or arrangements.
91
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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Old Line Bancshares, Inc.
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Date: March 11, 2008 |
By: |
/s/ James W. Cornelsen
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James W. Cornelsen, President |
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(Principal Executive Officer) |
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92
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Name |
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Title |
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Date |
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/s/ James W. Cornelsen
James W. Cornelsen
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Director, President and Chief
Executive Officer
(Principal Executive Officer)
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March 11, 2008 |
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/s/ Christine M. Rush
Christine M. Rush
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Chief Financial Officer (Principal
Accounting and
Financial Officer)
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March 11, 2008 |
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/s/ Charles A. Bongar, Jr.
Charles A. Bongar, Jr.
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Director
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March 11, 2008 |
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/s/ Craig E. Clark
Craig E. Clark
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Director and Chairman
of the Board
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March 11, 2008 |
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/s/ Daniel W. Deming
Daniel W. Deming
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Director
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March 11, 2008 |
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/s/ James F. Dent
James F. Dent
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Director
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March 11, 2008 |
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/s/ Nancy L. Gasparovic
Nancy L. Gasparovic
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Director
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March 11, 2008 |
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/s/ Frank Lucente, Jr.
Frank Lucente, Jr.
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Director
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March 11, 2008 |
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/s/ Gail D. Manuel
Gail D. Manuel
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Director
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March 11, 2008 |
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/s/ John D. Mitchell
John D. Mitchell
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Director
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March 11, 2008 |
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/s/ Gregory S. Proctor, Sr.
Gregory S. Proctor, Sr.
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Director
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March 11, 2008 |
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/s/ Suhas R. Shah
Suhas R. Shah
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Director
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March 11, 2008 |
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/s/ John M. Suit, II
John M. Suit, II
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Director
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March 11, 2008 |
93