Bay Bancorp, Inc. (NASDAQ:BYBK) Files An 8-K Financial Statements and ExhibitsItem 9.01 of the Current Report on Form 8-K filed by Bay Bancorp, Inc. (the “Company”) on July 11, 2016 (the “Original Report”) in which the Company reported the July 8, 2016 completion of its merger with Hopkins Bancorp, Inc. (“Hopkins”) and the related merger of Hopkins Federal Savings Bank (“Hopkins Bank”) with and into Bay Bank, FSB (collectively, the “Merger”). This Amendment provides (i) the historical financial statements required by Item 9.01(a) and (ii) the unaudited pro forma financial information required by Item 9.01(b) that were originally omitted from the Original Report in reliance on Item 9.01(a)(4) and Item 9.01(b)(2), respectively. Shortly after the Merger, the Company discovered facts that gave it reason to believe that a former employee of Hopkins Bank may have embezzled as much as $1.48 million from deposit accounts at Hopkins Bank prior to the closing of the Merger. As a result, the Company had to re-audit and restate the consolidated financial statements of Hopkins as of and for the years ended December 31, 2015 and 2014, which prevented the Company, without unreasonable effort or expense, from filing those audited financial statements and the unaudited pro forma financial statements required by Items 9.01(a) and 9.01(b) of Form 8-K within the 71 days required by Item 9.01. This Amendment also amends the Exhibit Index of the Original Report to include references to the Agreement and Plan of Merger, dated as of December 18, 2015, by and among the Company, Hopkins and Alvin M. Lapidus and the First Amendment thereto, dated as of February 1, 2016, which were inadvertently omitted therefrom but previously filed with the Company’s Current Reports on Form 8-K filed on December 21, 2015 and February 5, 2016, respectively.
Except as described above, this Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report. All information contained in the Original Report is subject to updating and supplementing as provided in the Company’s reports filed with the Securities and Exchange Commission subsequent to the date on which the Original Report was filed.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited restated financial statements of Hopkins as of and for the years ended December 31, 2015 and 2014, including the reports of its independent accounting firms for those years, Dixon Hughes Goodman LLP and Stegman & Company, respectively, and the unaudited financial statements of Hopkins as of and for the three and six months ended June 30, 2016 and 2015 are filed herewith as Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma effect of the Merger on the Company is described in the unaudited pro forma condensed combined balance sheet of the Company at June 30, 2016, the unaudited pro forma condensed combined statements of income of the Company for the three and six months ended June 30, 2016 and for the year ended December 31, 2015, and the notes thereto that are filed herewith as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
The exhibits furnished with this report are listed in the Exhibit Index which immediately follows the hereto, which Exhibit Index is incorporated herein by reference.
About Bay Bancorp, Inc. (NASDAQ:BYBK)
Bay Bancorp, Inc., formerly Carrollton Bancorp, is a savings and loan holding company. The Company operates through its subsidiary, Bay Bank, FSB (the Bank). It operates in the Community Banking segment. The Bank serves local consumers, small and medium size businesses, professionals and other customers by offering a range of financial products and services, including online and mobile banking, commercial banking, cash management, mortgage lending and retail banking. Its funds a range of loan types, including commercial and residential real estate loans, commercial term loans, lines of credit, consumer loans and letters of credit. It offers its customers wire transfer services, automated clearinghouse (ACH) services, automated teller machine (ATM) and check cards. It also offers telephone banking services and Internet bill paying services. It also offers remote deposit capture to its commercial customers and mobile capture to its business and consumer customers. Bay Bancorp, Inc. (NASDAQ:BYBK) Recent Trading Information
Bay Bancorp, Inc. (NASDAQ:BYBK) closed its last trading session down -0.15 at 7.85 with 686 shares trading hands.