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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  

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

For the Quarterly Period Ended March 31, 2021

OR

  

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

For the transition period from                         to                        

Commission file number 0-22345

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland

    

52-1974638

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

 

 

18 E. Dover Street, Easton, Maryland

21601

(Address of Principal Executive Offices)

(Zip Code)

(410) 763-7800

Registrant’s Telephone Number, Including Area Code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

SHBI

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

Large accelerated filer

    

Accelerated filer

Non-accelerated filer

Smaller reporting company

 Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The number of shares outstanding of the registrant’s common stock as of May 7, 2021 was 11,751,859.

Table of Contents

INDEX

   

Page

Part I. Financial Information

3

Item 1. Financial Statements

3

Consolidated Balance Sheets – March 31, 2021 (unaudited) and December 31, 2020

3

Consolidated Statements of Income For the three months ended March 31, 2021 and 2020 (unaudited)

4

Consolidated Statements of Comprehensive Income For the three months ended March 31, 2021 and 2020 (unaudited)

5

Consolidated Statements of Changes in Stockholders’ Equity For the three months ended March 31, 2021 and 2020 (unaudited)

6

Consolidated Statements of Cash Flows For the three months ended March 31, 2021 and 2020 (unaudited)

7

Notes to Consolidated Financial Statements (unaudited)

8

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

33

Item 3. Quantitative and Qualitative Disclosures about Market Risk

44

Item 4. Controls and Procedures

45

Part II. Other Information

45

Item 1. Legal Proceedings

45

Item 1A. Risk Factors

45

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

46

Item 3. Defaults Upon Senior Securities

46

Item 4. Mine Safety Disclosures

46

Item 5. Other Information

46

Item 6. Exhibits

47

Signatures

48

2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SHORE BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

March 31, 

December 31, 

(In thousands, except share and per share data)

    

2021

    

2020

ASSETS

 

(Unaudited)

 

  

Cash and due from banks

$

14,553

$

16,666

Interest-bearing deposits with other banks

 

212,533

 

170,251

Cash and cash equivalents

 

227,086

 

186,917

Investment securities:

 

 

  

Available-for-sale, at fair value

 

124,103

 

139,568

Held to maturity, at amortized cost - fair value of $125,076 (2021) and $65,828 (2020)

125,929

 

65,706

Equity securities, at fair value

 

1,382

 

1,395

Restricted securities

 

3,189

 

3,626

Loans

 

1,461,522

 

1,454,256

Less: allowance for credit losses

 

(14,313)

 

(13,888)

Loans, net

 

1,447,209

 

1,440,368

Premises and equipment, net

 

25,308

 

24,924

Goodwill

 

17,518

 

17,518

Other intangible assets, net

 

1,593

 

1,719

Other real estate owned, net

 

205

 

Right-of-use assets

7,229

4,795

Other assets

 

58,880

 

46,779

TOTAL ASSETS

$

2,039,631

$

1,933,315

LIABILITIES

 

 

  

Deposits:

 

 

  

Noninterest-bearing

$

533,823

$

509,091

Interest-bearing

 

1,266,813

 

1,191,614

Total deposits

 

1,800,636

 

1,700,705

Securities sold under retail repurchase agreements

 

3,501

 

1,050

Subordinated debt

 

24,460

 

24,429

Total borrowings

27,961

25,479

Lease liabilities

 

7,329

 

4,874

Other liabilities

7,601

7,238

TOTAL LIABILITIES

1,843,527

1,738,296

 

 

  

COMMITMENTS AND CONTINGENCIES

 

STOCKHOLDERS' EQUITY

 

Common stock, par value $.01 per share; shares authorized - 35,000,000; shares issued and outstanding - 11,751,859 (2021) and 11,783,380 (2020)

118

118

Additional paid in capital

51,445

52,167

Retained earnings

143,794

141,205

Accumulated other comprehensive income

 

747

 

1,529

TOTAL STOCKHOLDERS' EQUITY

 

196,104

 

195,019

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,039,631

$

1,933,315

See accompanying notes to Consolidated Financial Statements.

3

Table of Contents

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

For Three Months Ended

March 31, 

(In thousands, except per share data)

    

2021

    

2020

INTEREST INCOME

Interest and fees on loans

$

14,366

$

13,795

Interest and dividends on investment securities:

Taxable

 

931

 

719

Interest on deposits with other banks

47

172

Total interest income

 

15,344

 

14,686

INTEREST EXPENSE

Interest on deposits

 

1,184

 

2,059

Interest on short-term borrowings

 

1

 

2

Interest on long-term borrowings

359

107

Total interest expense

 

1,544

 

2,168

NET INTEREST INCOME

 

13,800

 

12,518

Provision for credit losses

 

425

 

350

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

 

13,375

 

12,168

NONINTEREST INCOME

Service charges on deposit accounts

 

674

 

866

Trust and investment fee income

 

407

 

375

Other noninterest income

 

1,476

 

1,111

Total noninterest income

 

2,557

 

2,352

NONINTEREST EXPENSE

Salaries and wages

 

4,142

 

4,296

Employee benefits

 

1,844

 

1,722

Occupancy expense

 

814

 

698

Furniture and equipment expense

 

307

 

317

Data processing

 

1,127

 

1,044

Directors' fees

 

149

 

141

Amortization of other intangible assets

 

126

 

144

FDIC insurance premium expense

 

185

 

91

Other real estate owned expenses, net

 

1

 

18

Legal and professional fees

 

516

 

634

Other noninterest expenses

 

1,288

 

1,244

Total noninterest expense

 

10,499

 

10,349

Income before income taxes

 

5,433

 

4,171

Income tax expense

 

1,435

 

1,053

NET INCOME

$

3,998

$

3,118

Earnings per common share - Basic and diluted

Basic and diluted net income per common share

$

0.34

$

0.25

Net income

$

0.34

$

0.25

Dividends paid per common share

$

0.12

$

0.12

See accompanying notes to Consolidated Financial Statements.

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SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For Three Months Ended

March 31, 

(In thousands)

    

2021

    

2020

    

Net income

$

3,998

$

3,118

Other comprehensive (loss) income:

Investment securities:

Unrealized holding (losses) gains on available-for-sale-securities

 

(1,075)

 

1,714

Tax effect

 

293

 

(468)

Amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity

 

 

8

Tax effect

 

 

(3)

Total other comprehensive (loss) income

 

(782)

 

1,251

Comprehensive income

$

3,216

$

4,369

See accompanying notes to Consolidated Financial Statements.

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SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

For the Three months Ended March 31, 2021 and 2020

Accumulated

Additional

Other

Total

Common

Paid in

Retained

Comprehensive

Stockholders’

(In thousands)

    

Stock

    

Capital

    

Earnings

    

Income

    

Equity

Balances, January 1, 2021

$

118

$

52,167

$

141,205

$

1,529

$

195,019

Net income

 

 

 

3,998

 

 

3,998

Other comprehensive (loss)

 

 

 

 

(782)

 

(782)

Retirement of common stock

 

(819)

 

 

 

(819)

Stock-based compensation

 

 

97

 

 

 

97

Cash dividends declared

 

 

 

(1,409)

 

 

(1,409)

Balances, March 31, 2021

$

118

$

51,445

$

143,794

$

747

$

196,104

Accumulated

Additional

Other

Total

Common

Paid in

Retained

Comprehensive

Stockholders’

(In thousands)

Stock

    

Capital

    

Earnings

    

Income

    

Equity

Balances, January 1, 2020

$

125

$

61,045

$

131,425

$

207

$

192,802

Net Income

 

 

 

3,118

 

 

3,118

Other comprehensive income

 

 

 

 

1,251

 

1,251

Stock-based compensation

 

 

61

 

 

 

61

Vesting of restricted stock, net of shares surrendered

(39)

(39)

Cash dividends declared

 

 

 

(1,499)

 

 

(1,499)

Balances, March 31, 2020

$

125

$

61,067

$

133,044

$

1,458

$

195,694

See accompanying notes to Consolidated Financial Statements.

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SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For Three Months Ended

March 31, 

(In thousands)

    

2021

    

2020

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income

$

3,998

$

3,118

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

 

 

Net accretion of acquisition accounting estimates

 

(80)

 

(110)

Provision for credit losses

 

425

 

350

Depreciation and amortization

 

628

 

620

Net amortization of securities

 

307

 

111

Amortization of debt issuance costs

31

Stock-based compensation expense

 

97

 

61

Deferred income tax (benefit)

 

(485)

 

(108)

Losses on sales and valuation adjustments on other real estate owned

18

Fair value adjustment on equity securities

18

(1)

Bank owned life insurance income

(253)

(257)

Net changes in:

 

 

Accrued interest receivable

607

(215)

Other assets

 

(1,638)

 

397

Accrued interest payable

 

(385)

 

Other liabilities

626

479

Net cash provided by operating activities

 

3,896

 

4,463

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from maturities and principal payments of investment securities available for sale

 

14,173

 

20,021

Proceeds from maturities and principal payments of investment securities held to maturity

 

1,093

 

105

Purchases of securities held to maturity

(61,406)

 

Purchases of equity securities

 

(5)

 

(7)

Net change in loans

 

(7,416)

 

(28,739)

Purchases of premises and equipment

 

(711)

 

(1,397)

Proceeds from sales of other real estate owned

 

18

Net redemption (purchase) of restricted securities

437

 

(73)

Purchases of bank owned life insurance

 

(10,071)

 

Net cash (used in) investing activities

 

(63,906)

 

(10,072)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Net changes in:

 

Noninterest-bearing deposits

 

24,732

 

(1,564)

Interest-bearing deposits

 

75,224

 

9,055

Short-term borrowings

2,451

 

936

Common stock dividends paid

(1,409)

 

(1,499)

Retirement of common stock

(819)

 

Repurchase of shares for tax withholding on exercised options and vested restricted stock

 

(39)

Net cash provided by financing activities

 

100,179

6,889

Net increase in cash and cash equivalents

 

40,169

 

1,280

Cash and cash equivalents at beginning of period

 

186,917

 

94,971

Cash and cash equivalents at end of period

$

227,086

$

96,251

Supplemental cash flows information:

Interest paid

$

1,924

$

2,199

Income taxes paid

$

7

$

77

Lease liabilities arising from right-of-use assets

$

2,577

$

419

Unrealized (loss) gain on securities available for sale

$

(1,075)

$

1,714

Transfers from loans to other real estate owned

$

205

$

Amortization of unrealized loss on securities transferred from available for sale to held to maturity

$

$

8

See accompanying notes to Consolidated Financial Statements.

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Shore Bancshares, Inc.

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

Note 1 – Basis of Presentation

The consolidated financial statements include the accounts of Shore Bancshares, Inc. and its subsidiary with all significant intercompany transactions eliminated. The consolidated financial statements conform to accounting principles generally accepted in the United States of America (“GAAP”) and to prevailing practices within the banking industry. The accompanying interim financial statements are unaudited; however, in the opinion of management all adjustments necessary to present fairly the consolidated financial position at March 31, 2021, the consolidated results of income and comprehensive income for the three months ended March 31, 2021 and 2020, changes in stockholders’ equity for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020, have been included. All such adjustments are of a normal recurring nature. The amounts as of December 31, 2020 were derived from the 2020 audited financial statements. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any other interim period or for the full year. This Quarterly Report on Form 10-Q should be read in conjunction with the Annual Report of Shore Bancshares, Inc. on Form 10-K for the year ended December 31, 2020. For purposes of comparability, certain immaterial reclassifications have been made to amounts previously reported to conform with the current period presentation.

 

When used in these notes, the term “the Company” refers to Shore Bancshares, Inc. and, unless the context requires otherwise, its consolidated subsidiary, Shore United Bank (the “Bank”).

Risks and Uncertainties

Since the novel coronavirus ("COVID-19") was declared a pandemic in March 2020, COVID-19 has significantly affected our communities, customers, and operations.  COVID-19 continues to have a significant impact in 2021, however, the  extent of its effects are dependent upon multiple factors, such as the extent of distribution and efficacy of vaccines, COVID-19 variants, pandemic-related restrictions, and government response, among others.  As a result, the ultimate effects of COVID-19 over the longer term cannot be reasonably estimated at this time.  Risks and uncertainties arising from the pandemic remain, primarily concerning the ability of customers to fulfill their financial obligations to the Company as well as potential operational disruptions and the ability of the Company to generate demand for its products and services. Accordingly, estimates used in the preparation of our financial statements may be subject to significant adjustments in future periods.

Recent Accounting Standards and Other Authoritative Guidance

ASU No. 2016-13 – In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”  The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. At the FASB’s October 16, 2019 meeting, the Board affirmed its decision to amend the effective date of this ASU for many companies.   Public business entities that are SEC filers, excluding those meeting the smaller reporting company definition, will retain the initial required implementation date of fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  All other entities will be required to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2022. At this time, the Company has established a project management team which meets periodically to discuss and assign roles and responsibilities, key tasks to complete, and a general timeline to be followed for implementation. The team has been working with an advisory consultant and has purchased a vendor model for implementation. Historical data has been collected and uploaded to the new model and the team is in the process of finalizing the methodologies that will be utilized.

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The team is currently running a parallel simulation to its current incurred loss impairment model. The Company is continuing to evaluate the extent of the potential impact of this standard and continues to keep current on evolving interpretations and industry practices via webcasts, publications, conferences, and peer bank meetings.

Effective November 25, 2019, the SEC adopted Staff Accounting Bulletin (SAB) 119.  SAB 119 updated portions of SEC interpretative guidance to align with FASB ASC 326, “Financial Instruments – Credit Losses.”  It covers topics including (1) measuring current expected credit losses; (2) development, governance, and documentation of a systematic methodology; (3) documenting the results of a systematic methodology; and (4) validating a systematic methodology.

ASU No. 2020-04 – In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022.  At present, the Bank has limited exposure to LIBOR based pricing. LIBOR based loans only comprise 28 loans or 7.9% of the loan portfolio. The Bank is confident it can successfully negotiate a migration to the Secured Overnight Financing Rate (“SOFR”) between now and the implementation date. The Bank will notify customers within 120 days prior to migration to SOFR. The Bank acknowledges the replacement rate will be more volatile based on different countries migrating to different indexes and limited liquidity to support the rate. The Bank further acknowledges the volatility will be greatly influenced by the support provided by the Federal Reserve.   

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable fees and Other Costs.” This ASU clarifies that an entity should reevaluate whether a callable debt security is within the scope of ASC paragraph 310-20-35-33 for each reporting period. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.  Early adoption is not permitted. All entities should apply ASU No. 2020-08 on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. The Company does not expect the adoption of ASU 2020-08 to have a material impact on its consolidated financial statements.

Recently Adopted Accounting Developments

ASU No. 2019-12 – In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes.”  The ASU is expected to reduce cost and complexity related to the accounting for income taxes by removing specific exceptions to general principles in Topic 740 (eliminating the need for an organization to analyze whether certain exceptions apply in a given period) and improving financial statement preparers’ application of certain income tax-related guidance. This ASU is part of the FASB’s simplification initiative to make narrow-scope simplifications and improvements to accounting standards through a series of short-term projects. The amendments were effective in the first quarter of 2021 for the Company and there was no material impact on the Company’s Consolidated Financial Statements.

ASU No. 2020-01 – In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) – Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.”  The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions.  ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.  Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. The amendments were effective in the first quarter of 2021 for the Company and there was no material impact on the Company’s Consolidated Financial Statements.  

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Note 2 – Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of potential common stock equivalents (stock-based awards). The following table provides information relating to the calculation of earnings per common share:

For the Three Months Ended

March 31, 

(In thousands, except per share data)

    

2021

    

2020

Net Income

$

3,998

$

3,118

Weighted average shares outstanding - Basic

 

11,745

 

12,513

Dilutive effect of common stock equivalents-options

 

2

 

5

Weighted average shares outstanding - Diluted

 

11,747

 

12,518

Earnings per common share - Basic and Diluted

$

0.34

$

0.25

There were no weighted average common stock equivalents excluded from the calculation of diluted earnings per share for the three months ended March 31, 2021 and 2020.

Note 3 – Investment Securities

The following tables provide information on the amortized cost and estimated fair values of debt securities.

    

    

Gross

    

Gross

    

Estimated

Amortized

Unrealized

Unrealized

Fair

(Dollars in thousands)

Cost

Gains

Losses

Value

Available-for-sale securities:

March 31, 2021

U.S. Government agencies

$

18,583

$

4

$

438

$

18,149

Mortgage-backed

 

104,492

 

2,031

 

569

 

105,954

Total

$

123,075

$

2,035

$

1,007

$

124,103

December 31, 2020

U.S. Government agencies

$

23,600

$

20

$

83

$

23,537

Mortgage-backed

 

113,865

 

2,234

 

68

 

116,031

Total

$

137,465

$

2,254

$

151

$

139,568

No available for sale securities were sold during the three months ended March 31, 2021 and 2020.

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Gross

    

Gross

    

Estimated

Amortized

Unrealized

Unrealized

Fair

(Dollars in thousands)

Cost

Gains

Losses

Value

Held-to-maturity securities:

    

    

    

    

March 31, 2021

U.S. Government agencies

$

38,409

$

12

$

423

$

37,998

Mortgage-backed

68,067

74

700

67,441

States and political subdivisions

 

400

 

1

 

 

401

Other debt securities

 

19,053

 

226

 

43

 

19,236

Total

$

125,929

$

313

$

1,166

$

125,076

December 31, 2020

U.S. Government agencies

$

18,893

$

38

$

43

$

18,888

Mortgage-backed

27,347

7

18

27,336

States and political subdivisions

 

400

 

1

 

 

401

Other debt securities

 

19,066

 

139

 

2

 

19,203

Total

$

65,706

$

185

$

63

$

65,828

Equity securities with an aggregate fair value of $1.4 million at March 31, 2021 and $1.4 million at December 31, 2020 are presented separately on the balance sheet. The fair value adjustment recorded through earnings totaled $(18) thousand for the three months ended March 31, 2021 and $1 thousand for the three months ended March 31, 2020, respectively.

The following tables provide information about gross unrealized losses and fair value by length of time that the individual securities have been in a continuous unrealized loss position at March 31, 2021 and December 31, 2020.

Less than

More than

12 Months

12 Months

Total

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

(Dollars in thousands)

Value

Losses

Value

Losses

Value

Losses

March 31, 2021

Available-for-sale securities:

U.S. Government agencies

$

17,564

$

436

$

223

$

2

$

17,787

$

438

Mortgage-backed

 

49,427

 

569

 

 

 

49,427

 

569

Total

$

66,991

$

1,005

$

223

$

2

$

67,214

$

1,007

Held-to-maturity securities:

U.S. Government agencies

$

22,082

$

423

$

$

$

22,082

$

423

Mortgage-backed

49,863

700

49,863

700

Other debt securities

4,457

43

4,457

43

Total

$

76,402

$

1,166

$

$

$

76,402

$

1,166

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Less than

More than

12 Months

12 Months

Total

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

(Dollars in thousands)

Value

Losses

Value

Losses

Value

Losses

December 31, 2020

Available-for-sale securities:

U.S. Government agencies

$

14,919

$

82

$

236

$

1

$

15,155

$

83

Mortgage-backed

 

11,869

 

68

 

 

 

11,869

 

68

Total

$

26,788

$

150

$

236

$

1

$

27,024

$

151

Held-to-maturity securities:

U.S. Government agencies

$

6,646

$

43

$

$

$

6,646

$

43

Mortgage-backed

5,093

18

5,093

18

Other debt securities

 

498

 

2

 

 

 

498

 

2

Total

$

12,237

$

63

$

$

$

12,237

$

63

All of the securities with unrealized losses in the portfolio have modest duration risk, low credit risk, and minimal losses when compared to total amortized cost. The unrealized losses on debt securities that exist are the result of market changes in interest rates since original purchase. Because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell these securities before recovery of their amortized cost basis, which may be at maturity for debt securities, the Company considers the unrealized losses to be temporary.

There were eighteen available-for-sale securities and nineteen held-to-maturity securities in an unrealized loss position at March 31, 2021.

The following table provides information on the amortized cost and estimated fair values of investment securities by maturity date at March 31, 2021.

Available for sale

Held to maturity

    

Amortized

    

    

Amortized

    

(Dollars in thousands)

Cost

Fair Value

Cost

Fair Value

Due in one year or less

$

$

$

$

Due after one year through five years

 

1,174

 

1,214

 

7,919

 

7,968

Due after five years through ten years

 

57,863

 

59,015

 

37,492

 

37,403

Due after ten years

 

64,038

 

63,874

 

80,518

 

79,705

Total

$

123,075

$

124,103

$

125,929

$

125,076

The maturity dates for debt securities are determined using contractual maturity dates.

Note 4 – Loans and Allowance for Credit Losses

The Company makes residential mortgage, commercial and consumer loans to customers primarily in Talbot County, Queen Anne’s County, Kent County, Caroline County, Dorchester County, Worcester County, Baltimore County and

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Howard County in Maryland, Kent County, Delaware and Accomack County, Virginia. The following table provides information about the principal classes of the loan portfolio at March 31, 2021 and December 31, 2020.

(Dollars in thousands)

    

March 31, 2021

    

December 31, 2020

    

Construction

$

115,971

$

106,760

Residential real estate

 

449,651

 

443,542

Commercial real estate

 

641,155

 

661,232

Commercial

 

218,923

 

211,256

Consumer

 

35,822

 

31,466

Total loans

 

1,461,522

 

1,454,256

Allowance for credit losses

 

(14,313)

 

(13,888)

Total loans, net

$

1,447,209

$

1,440,368

Loans are stated at their principal amount outstanding net of any purchase premiums/discounts, deferred fees and costs. Loans included deferred fees, net of costs, of $751 thousand and discounts on acquired loans of $677 thousand at March 31, 2021. Loans included deferred costs, net of deferred fees, of $622 thousand and discounts on acquired loans of $754 thousand at December 31, 2020. At March 31, 2021 and December 31, 2020, included in total loans were $44.6 million and $52.3 million in loans, respectively, acquired as part of the NWBI branch acquisition in 2017. Interest income on loans is accrued at the contractual rate based on the principal amount outstanding. Fees charged and costs capitalized for originating loans are being amortized substantially on the interest method over the term of the loan. A loan is placed on nonaccrual (i.e., interest income is no longer accrued) when it is specifically determined to be impaired or when principal or interest is delinquent for 90 days or more, unless the loan is well secured and in the process of collection. Any unpaid interest previously accrued on those loans is reversed from income.

Interest payments received on nonaccrual loans are applied as a reduction of the loan principal balance unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

A loan is considered impaired if it is probable that the Company will not collect all principal and interest payments according to the loan’s contractual terms when due. An impaired loan may show deficiencies in the borrower’s overall financial condition, payment history, support available from financial guarantors and/or the fair market value of collateral. The impairment of a loan is measured at the present value of expected future cash flows using the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. Generally, the Company measures impairment on such loans by reference to the fair value of the collateral. Once the amount of impairment has been determined, the uncollectible portion is charged off. Loan payments received on nonaccrual impaired loans are generally applied to the outstanding principal balance. In certain circumstances, income may be recognized on a cash basis. Generally, interest income is not recognized on impaired loans unless the likelihood of further loss is remote. The allowance for credit losses may include specific reserves related to impaired loans. Specific reserves remain until charge offs are made. Impaired loans do not include groups of smaller balance homogenous loans such as residential mortgage and consumer installment loans that are evaluated collectively for impairment. Reserves for probable credit losses related to these loans are based on historical loss ratios and are included in the formula portion of the allowance for credit losses.

A loan is considered a TDR if a borrower is experiencing financial difficulties and a creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. Loans are identified to be restructured when signs of impairment arise such as borrower interest rate reduction request, slowness to pay, or when an inability to repay becomes evident. The terms being offered are evaluated to determine if they are more liberal than those that would be indicated by policy or industry standards for similar, untroubled credits. In those situations where the terms or the interest rates are considered to be more favorable than industry standards or the Bank’s current underwriting guidelines the loan is classified as a TDR. All loans designated as TDRs are considered impaired loans and may be on either accrual or nonaccrual status. In instances where the loan has been placed on nonaccrual status, six consecutive months of timely payments are required prior to returning the loan to accrual status.

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All loans classified as TDRs which are restructured and accrue interest under revised terms require a full and comprehensive review of the borrower’s financial condition, capacity for repayment, realistic assessment of collateral values, and the assessment of risk entered into any workout agreement. Current financial information on the borrower, guarantor, and underlying collateral is analyzed to determine if it supports the ultimate collection of principal and interest. For commercial loans, the cash flows are analyzed, both for the underlying project and globally. For consumer loans, updated salary, credit history and cash flow information is obtained. Current market conditions are also considered. Following a full analysis, the determination of the appropriate loan structure is made.

In 2020, the Company began its participation in the Paycheck Protection Program (PPP). The PPP commenced subsequent to the passage of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act in March 2020, and was later expanded by the Paycheck Protection Program and Health Care Enhancement Act of April 2020. The PPP was designed to provide U.S. small businesses with cash-flow assistance during the COVID-19 pandemic through loans that are fully guaranteed by the Small Business Administration (SBA) which may be forgiven upon satisfaction of certain criteria. As of March 31, 2021, the Company held PPP loans with a total outstanding balance of $129.1 million, which is included in the commercial loan segment in the table above. As compensation for originating the loans, the Company received lender processing fees from the SBA, which were deferred, along with the related loan origination costs. These net fees are being accreted to interest income over the remaining contractual lives of the loans. Upon forgiveness of a PPP loan and repayment by the SBA, which may be prior to the loan’s maturity, the remainder of any unrecognized net fees are recognized as interest income. The Company has continued to participate in the newest round of the PPP during the first quarter of 2021.

In the normal course of banking business, risks related to specific loan categories are as follows:

Construction loans – Construction loans are offered primarily to builders and individuals to finance the construction of single-family dwellings. In addition, the Bank periodically finances the construction of commercial projects. Credit risk factors include the borrower’s ability to successfully complete the construction on time and within budget, changing market conditions which could affect the value and marketability of projects, changes in the borrower’s ability or willingness to repay the loan and potentially rising interest rates which can impact both the borrower’s ability to repay and the collateral value.

Residential real estate – Residential real estate loans are typically made to consumers and are secured by residential real estate. Credit risk arises from the borrower’s continuing financial stability, which can be adversely impacted by job loss, divorce, illness, or personal bankruptcy, among other factors. Also impacting credit risk would be a shortfall in the value of the residential real estate in relation to the outstanding loan balance in the event of a default or subsequent liquidation of the real estate collateral.

 

Commercial real estate – Commercial real estate loans consist of both loans secured by owner occupied properties and non-owner occupied properties where an established banking relationship exists and involves investment properties for warehouse, retail, and office space with a history of occupancy and cash flow. These loans are subject to adverse changes in the local economy and commercial real estate markets. Credit risk associated with owner occupied properties arises from the borrower’s financial stability and the ability of the borrower and the business to repay the loan. Non-owner occupied properties carry the risk of a tenant’s deteriorating credit strength, lease expirations in soft markets and sustained vacancies which can adversely impact cash flow.

Commercial – Commercial loans are secured or unsecured loans for business purposes. Loans are typically secured by accounts receivable, inventory, equipment and/or other assets of the business. Credit risk arises from the successful operation of the business which may be affected by competition, rising interest rates, regulatory changes and adverse conditions in the local and regional economy.

 

Consumer – Consumer loans include home equity loans and lines, installment loans and personal lines of credit. Credit risk is similar to residential real estate loans above as it is subject to the borrower’s continuing financial stability and the value of the collateral securing the loan.

14

Table of Contents

The following tables include impairment information relating to loans and the allowance for credit losses as of March 31, 2021 and December 31, 2020.

    

    

Residential

    

Commercial

    

    

    

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

March 31, 2021

Loans individually evaluated for impairment

$

329

$

5,281

$

6,638

$

248

$

28

$

12,524

Loans collectively evaluated for impairment

 

115,642

 

444,370

 

634,517

 

218,675

 

35,794

 

1,448,998

Total loans

$

115,971

$

449,651

$

641,155

$

218,923

$

35,822

$

1,461,522

Allowance for credit losses allocated to:

Loans individually evaluated for impairment

$

$

95

$

$

$

$

95

Loans collectively evaluated for impairment

 

2,796

 

3,604

 

5,097

 

2,000

 

721

 

14,218

Total allowance

$

2,796

$

3,699

$

5,097

$

2,000

$

721

$

14,313

    

    

Residential

    

Commercial

    

    

    

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

December 31, 2020

Loans individually evaluated for impairment

$

331

$

5,722

$

6,917

$

258

$

28

$

13,256

Loans collectively evaluated for impairment

 

106,429

 

437,820

 

654,315

 

210,998

 

31,438

 

1,441,000

Total loans

$

106,760

$

443,542

$

661,232

$

211,256

$

31,466

$

1,454,256

Allowance for credit losses allocated to:

Loans individually evaluated for impairment

$

$

135

$

78

$

$

$

213

Loans collectively evaluated for impairment

 

2,022

 

3,564

 

5,348

 

2,089

 

652

 

13,675

Total allowance

$

2,022

$

3,699

$

5,426

$

2,089

$

652

$

13,888

15

Table of Contents

The following tables provide information on impaired loans and any related allowance by loan class as of March 31, 2021 and December 31, 2020. The difference between the unpaid principal balance and the recorded investment is the amount of partial charge-offs that have been taken and interest paid on nonaccrual loans that has been applied to principal.

    

    

Recorded

    

Recorded

    

    

Unpaid

investment

investment

Quarter-to-date

Interest

principal

with no

with an

Related

average recorded

recorded

(Dollars in thousands)

balance

allowance

allowance

allowance

investment

investment

March 31, 2021

Impaired nonaccrual loans:

Construction

$

297

$

297

$

$

$

297

$

Residential real estate

 

1,309

 

1,222

 

 

 

1,411

 

Commercial real estate

 

4,085

 

3,085

 

 

 

3,012

 

Commercial

 

396

 

248

 

 

 

251

 

Consumer

 

28

28

28

Total

$

6,115

$

4,880

$

$

$

4,999

$

Impaired accruing TDRs:

Construction

$

32

$

32

$

$

$

33

$

Residential real estate

 

3,381

 

2,250

 

1,131

 

95

 

3,530

 

40

Commercial real estate

 

3,043

 

3,043

 

 

 

3,065

 

23

Commercial

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

$

6,456

$

5,325

$

1,131

$

95

$

6,628

$

63

Other impaired accruing loans:

Construction

$

$

$

$

$

$

Residential real estate

 

678

 

678

 

 

 

853

 

5

Commercial real estate

 

510

 

510

 

 

 

510

 

1

Commercial

 

 

 

 

 

50

 

Consumer

 

 

 

 

 

 

Total

$

1,188

$

1,188

$

$

$

1,413

$

6

Total impaired loans:

Construction

$

329

$

329

$

$

$

330

$

Residential real estate

 

5,368

 

4,150

 

1,131

 

95

 

5,794

 

45

Commercial real estate

 

7,638

 

6,638

 

 

 

6,587

 

24

Commercial

 

396

 

248

 

 

 

301

 

Consumer

 

28

 

28

 

 

 

28

 

Total

$

13,759

$

11,393

$

1,131

$

95

$

13,040

$

69

16

Table of Contents

    

    

Recorded

    

Recorded

    

    

March 31, 2020

Unpaid

investment

investment

Quarter-to-date

Interest

principal

with no

with an

Related

average recorded

income

(Dollars in thousands)

balance

allowance

allowance

allowance

investment

recognized

December 31, 2020

Impaired nonaccrual loans:

Construction

$

297

$

297

$

$

$

99

$

Residential real estate

 

1,665

 

1,585

 

 

 

2,871

 

Commercial real estate

 

4,288

 

3,220

 

67

 

67

 

7,352

 

Commercial

 

401

 

258

 

 

 

382

 

Consumer

 

28

 

28

 

 

 

 

Total

$

6,679

$

5,388

$

67

$

67

$

10,704

$

Impaired accruing TDRs:

Construction

$

34

$

34

$

$

$

39

$

1

Residential real estate

 

3,845

 

2,617

 

1,228

 

135

 

4,023

 

38

Commercial real estate

 

3,118

 

2,479

 

639

 

11

 

3,406

 

24

Commercial

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

$

6,997

$

5,130

$

1,867

$

146

$

7,468

$

63

Other impaired accruing loans:

Construction

$

$

$

$

$

$

Residential real estate

 

292

 

292

 

 

 

 

Commercial real estate

 

512

 

512

 

 

 

 

Commercial

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

$

804

$

804

$

$

$

$

Total impaired loans:

Construction

$

331

$

331

$

$

$

138

$

1

Residential real estate

 

5,802

 

4,494

 

1,228

 

135

 

6,894

 

38

Commercial real estate

 

7,918

 

6,211

 

706

 

78

 

10,758

 

24

Commercial

 

401

 

258

 

 

 

382

 

Consumer

 

28

 

28

 

 

 

 

Total

$

14,480

$

11,322

$

1,934

$

213

$

18,172

$

63

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Table of Contents

The following tables provide a roll-forward for TDRs as of March 31, 2021 and March 31, 2020.

    

1/1/2021

    

    

    

    

    

    

3/31/2021

    

TDR

New

Disbursements

Charge-

Reclassifications/

TDR

Related

(Dollars in thousands)

Balance

TDRs

(Payments)

offs

Transfer In/(Out)

Payoffs

Balance

Allowance

For three months ended

March 31, 2021

Accruing TDRs

Construction

$

34

$

$

(2)

$

$

$

$

32

$

Residential real estate

 

3,845

 

 

(29)

 

 

 

(435)

 

3,381

 

95

Commercial real estate

 

3,118

 

 

(75)

 

 

 

 

3,043

 

Commercial

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

Total

$

6,997

$

$

(106)

$

$

$

(435)

$

6,456

$

95

Nonaccrual TDRs

Construction

$

$

$

$

$

$

$

$

Residential real estate

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

Commercial

 

258

 

 

(10)

 

 

 

 

248

 

Consumer

 

 

 

 

 

 

 

 

Total

$

258

$

$

(10)

$

$

$

$

248

$

Total

$

7,255

$

$

(116)

$

$

$

(435)

$

6,704

$

95

    

1/1/2020

    

    

    

    

    

    

3/31/2020

    

 

TDR

New 

Disbursements

Charge-

Reclassifications/

TDR

Related

(Dollars in thousands)

Balance

TDRs

(Payments)

offs

Transfer In/(Out)

Payoffs

Balance

Allowance

For three months ended

March 31, 2020

Accruing TDRs

Construction

$

41

$

$

(3)

$

$

$

$

38

$

Residential real estate

 

4,041

 

 

(28)

 

 

 

 

4,013

 

174

Commercial real estate

 

3,419

 

 

(26)

 

 

 

 

3,393

 

18

Commercial

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

Total

$

7,501

$

$

(57)

$

$

$

$

7,444

$

192

Nonaccrual TDRs

Construction

$

$

$

$

$

$

$

$

Residential real estate

 

1,393

 

 

(26)

 

 

 

 

1,367

 

94

Commercial real estate

 

 

1,506

 

(344)

 

 

 

 

1,162

 

Commercial

 

299

 

 

(10)

 

 

 

 

289

 

Consumer

 

 

 

 

 

 

 

 

Total

$

1,692

$

1,506

$

(380)

$

$

$

$

2,818

$

94

Total

$

9,193

$

1,506

$

(437)

$

$

$

$

10,262

$

286

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Table of Contents

There were no loans modified and considered to be TDRs during the three months ended March 31, 2021 and 1 loan modified and considered to be TDR during the three months ended March 31, 2020. The following tables provide information on loans that were modified and considered to be TDRs during the three months ended March 31, 2021 and March 31, 2020.

    

    

Premodification

    

Postmodification

    

 

outstanding

outstanding 

 

Number of

recorded  

recorded 

Related

(Dollars in thousands)

contracts

investment

investment

allowance

TDRs:

For three months ended

March 31, 2021

Construction

 

$

$

 

$

Residential real estate

 

 

 

 

 

Commercial real estate

 

 

 

 

 

Commercial

 

 

 

 

 

Consumer

 

 

 

 

 

Total

 

$

$

 

$

For three months ended

March 31, 2020

Construction

 

$

$

 

$

Residential real estate

 

 

 

 

 

Commercial real estate

 

1

 

1,535

 

1,506

 

 

Commercial

 

 

 

 

 

Consumer

 

 

 

 

 

Total

 

1

$

1,535

$

1,506

 

$

For the three months ended March 31, 2021, the Company had executed principal and/or interest deferrals on outstanding loan balances of $221.1 million, of which only $16.1 million, or 1.10% of the total portfolio remained on deferral as of March 31, 2021. These deferrals were no more than six months in duration and were for loans not more than 30 days past due as of March 31, 2021.  As such, they were not considered TDRs based on the relief provisions of the CARES Act and recent interagency regulatory guidance. 

There were no TDRs which subsequently defaulted within 12 months of modification for the three months ended March 31, 2021 and 2020. Generally, a loan is considered in default when principal or interest is past due 90 days or more, the loan is placed on nonaccrual, the loan is charged off, or there is a transfer to OREO or repossessed assets.

Management uses risk ratings as part of its monitoring of the credit quality in the Company’s loan portfolio. Loans that are identified as special mention, substandard or doubtful are adversely rated. These loans and the pass/watch loans are assigned higher qualitative factors than favorably rated loans in the calculation of the formula portion of the allowance for credit losses. At March 31, 2021, there were no nonaccrual loans classified as special mention or doubtful and $4.9 million of nonaccrual loans were classified as substandard. Similarly, at December 31, 2020, there were no nonaccrual loans classified as special mention or doubtful and $5.5 million of nonaccrual loans were classified as substandard.

19

Table of Contents

The following tables provide information on loan risk ratings as of March 31, 2021 and December 31, 2020.

    

    

    

Special

    

    

    

 

(Dollars in thousands)

Pass/Performing

Pass/Watch

Mention

Substandard

Doubtful

Total

March 31, 2021

Construction

$

91,439

$

22,279

$

1,956

$

297

$

$

115,971

Residential real estate

 

409,929

 

34,871

 

2,900

 

1,951

 

 

449,651

Commercial real estate

 

490,787

 

139,634

 

1,711

 

9,023

 

 

641,155

Commercial

 

193,713

 

22,251

 

2,698

 

261

 

 

218,923

Consumer

 

35,587

 

205

 

 

30

 

 

35,822

Total

$

1,221,455

$

219,240

$

9,265

$

11,562

$

$

1,461,522

    

    

    

Special

    

    

    

 

(Dollars in thousands)

Pass/Performing

Pass/Watch

Mention

Substandard

Doubtful

Total

December 31, 2020

Construction

$

81,926

$

22,547

$

1,990

$

297

$

$

106,760

Residential real estate

 

401,494

 

36,759

 

2,946

 

2,343

 

 

443,542

Commercial real estate

 

514,524

 

133,892

 

3,504

 

9,312

 

 

661,232

Commercial

 

182,166

 

25,870

 

2,948

 

272

 

 

211,256

Consumer

 

31,221

 

215

 

 

30

 

 

31,466

Total

$

1,211,331

$

219,283

$

11,388

$

12,254

$

$

1,454,256

The following tables provide information on the aging of the loan portfolio as of March 31, 2021 and December 31, 2020.

Accruing

 

    

    

30‑59 days

    

60‑89 days

    

Greater than

    

Total

    

    

  

(Dollars in thousands)

Current

past due

past due

90 days

past due

Nonaccrual

Total

 

March 31, 2021

Construction

$

115,642

$

32

$

$

$

32

$

297

$

115,971

Residential real estate

 

447,208

 

505

 

38

 

678

 

1,221

 

1,222

 

449,651

Commercial real estate

 

637,197

 

363

 

 

510

 

873

 

3,085

 

641,155

Commercial

 

218,532

 

143

 

 

 

143

 

248

 

218,923

Consumer

 

35,779

 

15

 

 

 

15

 

28

 

35,822

Total

$

1,454,358

$

1,058

$

38

$

1,188

$

2,284

$

4,880

$

1,461,522

Percent of total loans

 

99.5

%

 

0.1

%

 

%  

 

0.1

%

 

0.2

%

 

0.3

%

 

100.0

%

Accruing

 

    

    

30‑59 days

60‑89 days

Greater than

Total

    

 

(Dollars in thousands)

Current

past due

past due

90 days

past due

Nonaccrual

Total

 

December 31, 2020

Construction

$

106,463

$

$

$

$

$

297

$

106,760

Residential real estate

 

440,210

 

517

 

938

 

292

 

1,747

 

1,585

 

443,542

Commercial real estate

 

657,066

 

367

 

 

512

 

879

 

3,287

 

661,232

Commercial

 

210,704

 

226

 

68

 

 

294

 

258

 

211,256

Consumer

 

31,318

 

119

 

1

 

 

120

 

28

 

31,466

Total

$

1,445,761

$

1,229

$

1,007

$

804

$

3,040

$

5,455

$

1,454,256

Percent of total loans

 

99.3

%  

 

0.1

%  

 

0.1

%  

 

0.1

%  

 

0.3

%  

 

0.4

%  

 

100.0

%

20

Table of Contents

The following tables provide a summary of the activity in the allowance for credit losses allocated by loan class for the three months ended March 31, 2021 and March 31, 2020. Allocation of a portion of the allowance to one loan class does not preclude its availability to absorb losses in other loan classes.

    

    

Residential

    

Commercial

    

    

    

 

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

For three months ended

March 31, 2021

Allowance for credit losses:

Beginning Balance

$

2,022

$

3,699

$

5,426

$

2,089

$

652

 

$

13,888

Charge-offs

 

 

 

 

(61)

 

(4)

 

(65)

Recoveries

 

5

 

6

 

 

52

 

2

 

65

Net (charge-offs) recoveries

 

5

 

6

 

 

(9)

 

(2)

 

Provision

 

769

 

(6)

 

(329)

 

(80)

 

71

 

425

Ending Balance

$

2,796

$

3,699

$

5,097

$

2,000

$

721

 

$

14,313

    

    

Residential

    

Commercial

    

    

    

 

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

For three months ended

March 31, 2020

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

Beginning Balance

$

1,576

$

2,501

$

4,032

$

1,929

$

469

$

10,507

Charge-offs

 

 

(191)

 

(271)

 

(82)

 

(7)

 

(551)

Recoveries

 

3

 

3

 

1

 

63

 

2

 

72

Net (charge-offs) recoveries

 

3

 

(188)

 

(270)

 

(19)

 

(5)

 

(479)

Provision

 

(451)

 

169

 

203

 

353

 

76

 

350

Ending Balance

$

1,128

$

2,482

$

3,965

$

2,263

$

540

$

10,378

Foreclosure Proceedings

There were no consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure as of March 31, 2021 and December 31, 2020, respectively. There was 1 residential real estate property included in the balance of other real estate owned totaling $205 thousand at March 31, 2021 and $0 at December 31, 2020.

All accruing TDRs were in compliance with their modified terms. Both performing and non-performing TDRs had no further commitments associated with them as of March 31, 2021 and December 31, 2020.

Note 5 – Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows.  Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease.  Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s long-term lease agreements are classified as operating leases.  Certain leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably certain of being exercised.  The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

21

Table of Contents

The following tables present information about the Company’s leases:

(Dollars in thousands)

March 31, 2021

 

December 31, 2020

 

Lease liabilities

$

7,329

$

4,874

Right-of-use assets

$

7,229

$

4,795

Weighted average remaining lease term

 

15.47

years

 

10.49

years

Weighted average discount rate

 

2.77

%

 

2.89

%

For the Three Months Ended

For the Three Months Ended

Lease cost (in thousands)

March 31, 2021

March 31, 2020

Operating lease cost

$

188

$

180

Short-term lease cost

 

 

Total lease cost

$

188

$

180

Cash paid for amounts included in the measurement of lease liabilities

$

167

$

164

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows:

As of

Lease payments due (in thousands)

March 31, 2021

Nine months ending December 31, 2021

$

524

Twelve months ending December 31, 2022

524

Twelve months ending December 31, 2023

 

760

Twelve months ending December 31, 2024

 

729

Twelve months ending December 31, 2025

697

Twelve months ending December 31, 2026

561

Thereafter

5,839

Total undiscounted cash flows

$

9,634

Discount

2,305

Lease liabilities

$

7,329

Note 6 – Goodwill and Other Intangibles

The Company concluded there was no impairment of goodwill during its annual fourth quarter assessment in 2020. Following the fourth quarter evaluation, management evaluated the events and circumstances that could indicate that goodwill may be impaired and concluded that an interim test was not necessary. The Company will continue to monitor the impact of COVID-19 on the Company as well as the financial markets in evaluating the necessity of interim testing during 2021.

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The following table provides information on the significant components of goodwill and other acquired intangible assets at March 31, 2021 and December 31, 2020.

March 31, 2021

Weighted

Gross

Accumulated

Net

Average

Carrying

Impairment

Accumulated

Carrying

Remaining Life

(Dollars in thousands)

   

Amount

   

Charges

   

Amortization

   

Amount

(in years)

Goodwill

$

19,728

$

(1,543)

$

(667)

$

17,518

Other intangible assets

Amortizable

Core deposit intangible

$

3,954

$

$

(2,361)

$

1,593

4.1

Total other intangible assets

$

3,954

$

$

(2,361)

$

1,593

December 31, 2020

Weighted

 

Gross

 

Accumulated

 

Net

Average

 

Carrying

 

Impairment

 

Accumulated

 

Carrying

Remaining Life

(Dollars in thousands)

   

Amount

   

Charges

   

Amortization

   

Amount

(in years)

Goodwill

$

19,728

$

(1,543)

$

(667)

$

17,518

Other intangible assets

Amortizable

Core deposit intangible

$

3,954

$

$

(2,235)

$

1,719

 

4.7

Total other intangible assets

$

3,954

$

$

(2,235)

$

1,719

The aggregate amortization expense was $126 thousand for the three months ended March 31, 2021 and $144 thousand for the three months ended March 31, 2020.

At March 31, 2021, estimated future remaining amortization for amortizing intangibles within the years ending December 31, is as follows:

(Dollars in thousands)

Amortization
Expense

2021

$

335

2022

 

389

2023

 

317

2024

 

246

2025

 

174

2026

102

Thereafter

30

Total amortizing intangible assets

$

1,593

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Note 7 – Other Assets

The Company had the following other assets at March 31, 2021 and December 31, 2020.

March 31, 

December 31, 

(Dollars in thousands)

    

2021

    

2020

    

Accrued interest receivable

$

6,009

$

6,616

Deferred income taxes

 

5,221

 

4,442

Prepaid expenses

 

1,694

 

1,472

Cash surrender value on life insurance

 

41,343

 

31,018

Income taxes receivable

156

Other assets

 

4,613

 

3,075

Total

$

58,880

$

46,779

The following table provides information on significant components of the Company’s deferred tax assets and liabilities as of March 31, 2021 and December 31, 2020.

    

March 31, 

December 31, 

(Dollars in thousands)

    

2021

    

2020

Deferred tax assets:

 

  

 

  

Allowance for credit losses

$

3,834

$

3,721

Write-downs of other real estate owned

 

12

 

12

Nonaccrual loan interest

 

258

 

367

Other

 

2,702

 

2,152

Total deferred tax assets

 

6,806

 

6,252

Less valuation allowance

(214)

(169)

Deferred tax assets, net of valuation allowance

6,592

6,083

Deferred tax liabilities:

 

  

 

  

Depreciation

 

169

 

177

Acquisition accounting adjustments

 

631

 

580

Deferred capital gain on branch sale

 

185

 

187

Unrealized gains on available-for-sale securities

 

273

 

567

Other

113

130

Total deferred tax liabilities

 

1,371

 

1,641

Net deferred tax assets

$

5,221

$

4,442

Note 8 - Subordinated Debt

On August 25, 2020, the Company entered into Subordinated Note Purchase Agreements with certain Purchasers pursuant to which the Company issued and sold $25.0 million in aggregate principal amount with an initial interest rate of 5.375% Fixed-to-Floating Rate Subordinated Notes due September 1, 2030.

The Company plans to use the net proceeds of this offering for general corporate purposes, organic growth and to support the Bank’s regulatory capital ratios. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes and bear an initial interest rate of 5.375% until September 1, 2025, with interest during this period payable semi-annually in arrears. From and including September 1, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 526.5 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on or after September 1, 2025. Initial debt issuance costs were $611 thousand. The debt balance of $24.5 million is presented net of unamortized issuance costs of $540 thousand at March 31, 2021.

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Note 9 – Other Liabilities

The Company had the following other liabilities at March 31, 2021 and December 31, 2020.

(Dollars in thousands)

    

March 31, 2021

    

December 31, 2020

    

Accrued interest payable

$

261

$

647

Deferred compensation liability

 

3,374

 

2,905

Income taxes payable

 

1,765

 

Other liabilities

 

2,201

 

3,686

Total

$

7,601

$

7,238

Note 10 - Stock-Based Compensation

At the 2016 annual meeting, stockholders approved the Shore Bancshares, Inc. 2016 Stock and Incentive Plan (“2016 Equity Plan”), replacing the Shore Bancshares, Inc. 2006 Stock and Incentive Plan (“2006 Equity Plan”), which expired on that date. The Company may issue shares of common stock or grant other equity-based awards pursuant to the 2016 Equity Plan. Stock-based awards granted to date generally are time-based, vest in equal installments on each anniversary of the grant date and range over a one- to five-year period of time, and, in the case of stock options, expire 10 years from the grant date. As part of the 2016 Equity Plan, a performance equity incentive award program, known as the “Long-term incentive plan” allows participating officers of the Company to earn incentive awards of performance share/restricted stock units if certain pre-determined targets are achieved at the end of a three-year performance cycle. Stock-based compensation expense based on the grant date fair value is recognized ratably over the requisite service period for all awards and reflects forfeitures as they occur. The 2016 Equity Plan originally reserved 750,000 shares of common stock for grant, and 583,831 shares remained available for grant at March 31, 2021.

The following tables provide information on stock-based compensation expense for the three months ended March 31, 2021 and 2020.

For Three Months Ended

March 31, 

(Dollars in thousands)

    

2021

    

2020

    

Stock-based compensation expense

$

97

$

61

Excess tax benefits related to stock-based compensation

 

3

 

7

March 31, 

(Dollars in thousands)

    

2021

    

2020

 

Unrecognized stock-based compensation expense

$

329

$

257

Weighted average period unrecognized expense is expected to be recognized

 

0.8

years

 

1.8

years

The following table summarizes restricted stock award activity for the Company under the 2016 Equity Plan for the three months ended March 31, 2021.

Three Months Ended March 31, 2021

Weighted Average

Number of

Grant Date

    

Shares

    

Fair Value

Nonvested at beginning of period

 

24,505

$

13.78

Granted

 

24,583

 

13.34

Vested

 

(16,333)

 

14.09

Forfeited

 

 

Nonvested at end of period

 

32,755

$

13.22

The fair value of restricted stock awards that vested during the first three months of 2021 and 2020 was $230 thousand and $254 thousand, respectively.

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The following table summarizes stock option activity for the Company under the 2016 Equity Plan for the three months ended March 31, 2021.

Three Months Ended March 31, 2021

Weighted Average

Number of 

Grant Date

    

Shares

    

Exercise Price

Outstanding at beginning of period

 

2,709

$

6.64

Granted

 

 

Exercised

 

 

Expired/Cancelled

 

 

Outstanding at end of period

 

2,709

$

6.64

Exercisable at end of period

 

2,709

$

6.64

There were no stock options granted during the three months ended March 31, 2021 and March 31, 2020.

At the end of the first quarter of 2021, the aggregate intrinsic value of the options outstanding under the 2016 Equity Plan was $28 thousand based on the $17.02 market value per share of the Company’s common stock at March 31, 2021. Similarly, the aggregate intrinsic value of the options exercisable was $28 thousand at March 31, 2021. At March 31, 2021, the weighted average remaining contract life of options outstanding and exercisable was 1 year.

Note 11 – Accumulated Other Comprehensive Income

The Company records unrealized holding gains (losses), net of tax, on investment securities available for sale as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. The following table provides information on the changes in the components of accumulated other comprehensive income (loss) for the three months ended March 31, 2021 and 2020.

    

    

Unrealized gains

    

    

(losses) on securities

Unrealized

transferred from

Accumulated

gains (losses) on

Available-for-sale

other

available for sale

to

comprehensive

(Dollars in thousands)

securities

Held-to-maturity

income (loss)

Balance, December 31, 2020

$

1,529

$

$

1,529

Other comprehensive loss

 

(782)

 

 

(782)

Balance, March 31, 2021

$

747

$

$

747

Balance, December 31, 2019

$

218

$

(11)

$

207

Other comprehensive income

 

1,246

 

5

 

1,251

Balances, March 31, 2020

$

1,464

$

(6)

$

1,458

Note 12 – Fair Value Measurements

Accounting guidance under GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This accounting guidance also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as

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Table of Contents

impaired loans, loans held for sale and other real estate owned (foreclosed assets). These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Under fair value accounting guidance, assets and liabilities are grouped at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine their fair values. These hierarchy levels are:

Level 1 inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Below is a discussion on the Company’s assets measured at fair value on a recurring basis.

Investment Securities Available for Sale

Fair value measurement for investment securities available for sale is based on quoted prices from an independent pricing service. The fair value measurements consider observable data that may include present value of future cash flows, prepayment assumptions, credit loss assumptions and other factors. The Company classifies its investments in U.S. Treasury securities, if any, as Level 1 in the fair value hierarchy, and it classifies its investments in U.S. Government agencies securities and mortgage-backed securities issued or guaranteed by U.S. Government sponsored entities as Level 2.

Equity Securities

Fair value measurement for equity securities is based on quoted market prices retrieved by the Company via on-line resources. Although these securities have readily available fair market values, the Company determined that they should be classified as level 2 investments in the fair value hierarchy due to not being considered traded in a highly active market.

The tables below present the recorded amount of assets measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020. No assets were transferred from one hierarchy level to another during the first three months of 2021 or 2020.

Significant

Other

Significant

Quoted

Observable

Unobservable

Prices

Inputs

Inputs

(Dollars in thousands)

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

March 31, 2021

 

  

 

  

 

  

 

  

Securities available for sale:

 

  

 

  

 

  

 

  

U.S. Government agencies

$

18,149

$

$

18,149

$

Mortgage-backed

 

105,954

 

 

105,954

 

 

124,103

 

 

124,103

 

Equity

 

1,382

 

 

1,382

 

Total

$

125,485

$

$

125,485

$

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Significant

Other

Significant

Quoted

Observable

Unobservable

Prices

Inputs

Inputs

(Dollars in thousands)

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

December 31, 2020

 

  

 

  

 

  

 

  

Securities available for sale:

 

  

 

  

 

  

 

  

U.S. Government agencies

$

23,537

$

$

23,537

$

Mortgage-backed

 

116,031

 

 

116,031

 

 

139,568

 

 

139,568

 

Equity

 

1,395

 

 

1,395

 

Total

$

140,963

$

$

140,963

$

Below is a discussion on the Company’s assets measured at fair value on a nonrecurring basis.

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts according to the contractual terms of the loan agreement when due. Loan impairment is measured using the present value of expected cash flows, the loan’s observable market price or the fair value of the collateral (less selling costs) if the loans are collateral dependent and these are considered Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable. The value of business equipment, inventory and accounts receivable, discounted on management’s review and analysis. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business.

Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the factors identified above. Valuation techniques are consistent with those techniques applied in prior periods.

Other Real Estate Owned (Foreclosed Assets)

Foreclosed assets are adjusted for fair value upon transfer of loans to foreclosed assets establishing a new cost basis. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. The estimated fair value for foreclosed assets included in Level 3 are determined by independent market based appraisals and other available market information, less costs to sell, that may be reduced further based on market expectations or an executed sales agreement. If the fair value of the collateral deteriorates subsequent to the initial recognition, the Company records the foreclosed asset as a non-recurring Level 3 adjustment. Valuation techniques are consistent with those techniques applied in prior periods.

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Table of Contents

The following tables set forth the Company’s financial and nonfinancial assets subject to fair value adjustments (impairment) on a nonrecurring basis at March 31, 2021 and December 31, 2020, that are valued at the lower of cost or market. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Quantitative Information about Level 3 Fair Value Measurements

Weighted

(Dollars in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Average (3)

March 31, 2021

 

  

 

  

  

  

  

Nonrecurring measurements:

 

  

 

  

  

  

  

Impaired loans

$

617

 

Appraisal of collateral

(1)

Liquidation expense

(2)

10%

(10%)

Impaired loans

$

419

 

Discounted cash flow analysis

(1)

Discount rate

4% - 7.25%

(6%)

Other real estate owned

$

205

 

Appraisal of collateral

(1)

Appraisal adjustments

(2)

0% - 19%

(0%)

Quantitative Information about Level 3 Fair Value Measurements

Weighted

(Dollars in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

Average (3)

December 31, 2020

 

  

 

  

  

  

Nonrecurring measurements:

 

  

 

  

  

  

Impaired loans

$

610

 

Appraisal of collateral

(1)

Liquidation expense

(2)

10%

(10%)

Impaired loans

$

1,110

 

Discounted cash flow analysis

(1)

Discount rate

6% - 7.25%

(6%)

Other real estate owned

$

 

Appraisal of collateral

(1)

Appraisal adjustments

(2)

0% - 19%

(19%)

(1)Fair value is generally determined through independent appraisals of the underlying collateral (impaired loans and OREO) or discounted cash flow analyses (impaired loans), which generally include various level III inputs which are not identifiable.
(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
(3)Unobservable inputs were weighted by the relative fair value of the instruments.

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Table of Contents

The carrying amounts and estimated fair values of the Company’s financial instruments not carried at fair value on the Company’s Consolidated Balance Sheets are presented in the following table. Fair values for March 31, 2021 and December 31, 2020 were estimated using an exit price notion.

March 31, 2021

    

December 31, 2020

Estimated

Estimated

Carrying

Fair

Carrying 

Fair

(Dollars in thousands)

    

Amount

    

Value

    

Amount

    

Value

Financial assets

 

  

 

  

 

  

 

  

Level 1 inputs

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

227,086

$

227,086

$

186,917

$

186,917

Level 2 inputs

 

  

 

  

 

  

 

  

Investment securities held to maturity

$

125,929

$

125,076

$

65,706

$

65,828

Restricted securities

 

3,189

 

3,189

 

3,626

 

3,626

Cash surrender value on life insurance

 

41,343

 

41,343

 

31,018

 

31,018

Level 3 inputs

 

  

 

  

 

  

 

  

Loans, net

$

1,447,209

$

1,447,025

$

1,440,368

$

1,436,292

Financial liabilities

 

  

 

  

 

  

 

  

Level 2 inputs

 

  

 

  

 

  

 

  

Deposits:

 

  

 

  

 

  

 

  

Noninterest-bearing demand

$

533,823

$

533,823

$

509,091

$

509,091

Checking plus interest

 

405,601

 

405,601

 

446,243

 

446,243

Money market

 

381,461

 

381,461

 

292,974

 

292,974

Savings

 

202,198

 

202,198

 

177,524

 

177,524

Club

 

782

 

782

 

392

 

392

Certificates of deposit, $100,000 or more

 

133,378

 

135,376

 

129,623

 

131,271

Other time

 

143,393

 

144,917

 

144,858

 

146,137

Securities sold under retail repurchase agreement

 

3,501

 

3,501

 

1,050

 

1,050

Advances from FHLB - long-term

 

Subordinated debt

24,460

24,869

24,429

 

25,745

Note 13 – Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, to meet the financial needs of its customers, the Bank is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. 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. Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Letters of credit and other commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the letters of credit and commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

The following table provides information on commitments outstanding at March 31, 2021 and December 31, 2020.

(Dollars in thousands)

    

March 31, 2021

    

December 31, 2020

Commitments to extend credit

$

244,543

$

248,607

Letters of credit

 

7,365

 

7,944

Total

$

251,908

$

256,551

Note 14 – Revenue Recognition

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. Topic 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees and merchant income. Noninterest revenue streams in-scope of Topic 606 are discussed below.

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Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided.

Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or at the end of the month through a direct charge to customers’ accounts.

Trust and Investment Fee Income

Trust and investment fee income are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives.

Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Other Noninterest Income

Other noninterest income consists of: fees, exchange, other service charges, safety deposit box rental fees, and other miscellaneous revenue streams.  Fees and other service charges are primarily comprised of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that rentals and renewals of safe deposit boxes will be recognized on a monthly basis consistent with the duration of the performance obligation.

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The following presents noninterest income from continuing operations, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31, 2021 and 2020.

For Three Months Ended

March 31, 

(Dollars in thousands)

    

2021

    

2020

Noninterest Income

 

  

 

  

 

In-scope of Topic 606:

 

  

 

  

 

Service charges on deposit accounts

$

674

$

866

Trust and investment fee income

 

407

 

375

Interchange income

869

652

Other noninterest income

 

305

 

280

Noninterest Income (in-scope of Topic 606)

 

2,255

 

2,173

Noninterest Income (out-of-scope of Topic 606)

 

302

 

179

Total Noninterest Income

$

2,557

$

2,352

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of March 31, 2021, and December 31, 2020, the Company did not have any significant contract balances.

Note 15 – Proposed Merger

On March 3, 2021, the Company and Severn Bancorp, Inc. (“Severn”) entered into a definitive agreement for the Company to acquire the Maryland-based Severn.

This transaction will create the third largest community bank headquartered in Maryland. One of the primary reasons for the proposed acquisition of Severn was the ability to access and deploy excess capital and deposits into a high growth market, while also enhancing scale to drive efficiency and profitability. Additionally, this transaction will create a competitive position in the Columbia/Baltimore/Towson MSA, while filling in our current market footprint.  

Under the terms of the agreement, Severn shareholders will receive 0.6207 shares of Shore common stock and $1.59 in cash for each share of Severn common stock. Upon closing, Shore shareholders will own approximately 59.6% of the combined Company and Severn will own approximately 40.4% of the combined Company. The transaction is still subject to satisfaction of customary closing conditions, including regulatory approvals and shareholder approval from Shore and Severn shareholders. The transaction is expected to close in the third quarter of 2021.

As of December 31, 2020, Severn had more than $950 million in assets and operated 7 full-service community banking offices throughout Anne Arundel County, Maryland.

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

Unless the context clearly suggests otherwise, references to “the Company”, “we”, “our”, and “us” in the remainder of this report are to Shore Bancshares, Inc. and its consolidated subsidiary.

Forward-Looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “goal,” “target,” “would,” “aim” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. The inclusion of these forward-looking statements should not be regarded as a representation by us or any other person that such expectations, estimates and projections will be achieved. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence. In addition, we cannot assess the impact of each risk and uncertainty on our business or the extent to which any risk or uncertainty, or combination of risks and uncertainties, may cause actual results to differ materially from those contained in any forward-looking statements.

Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the novel coronavirus (“COVID-19”) outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be fully reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: the demand for our products and services may decline, making it difficult to grow assets and income; if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; our allowance for loan losses may increase if borrowers experience financial difficulties, which will adversely affect our net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; as the result of the decline in the Federal Reserve’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; our cybersecurity risks are increased as the result of an increase in the number of employees working remotely; and FDIC premiums may increase if the agency experiences additional resolution costs.

If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Quarterly Report on Form 10-Q and other reports and registration statements filed by us with the Securities and Exchange Commission (“SEC”). For information on the factors that could cause actual results to differ from the expectations stated in the forward- looking statements, see “Risk Factors” under Part I, Item 1A of our 2020 Form 10-K and other reports as filed with the SEC.

Any forward-looking statement speaks only as of the date of this report, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise, except as required by law.

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Introduction

The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes presented elsewhere in this report, as well as the audited consolidated financial statements and related notes included in the 2020 Annual Report.

Shore Bancshares, Inc. is the largest independent financial holding company headquartered on the Eastern Shore of Maryland. It is the parent company of Shore United Bank. The Bank operates 22 full-service branches in Baltimore County, Howard County, Kent County, Queen Anne’s County, Talbot County, Caroline County, Dorchester County and Worcester County in Maryland, Kent County, Delaware and Accomack County, Virginia. The Company engages in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank.

The shares of common stock of Shore Bancshares, Inc. are listed on the NASDAQ Global Select Market under the symbol “SHBI”.

Shore Bancshares, Inc. maintains an Internet site at www.shorebancshares.com on which it makes available free of charge its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to the foregoing as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC.

COVID-19 Pandemic

The outbreak of COVID-19 has led to adverse impacts on economic conditions and created uncertainty in financial markets. Correspondingly, in early March 2020, the Company began preparing for potential disruptions and government limitations of activity in the markets in which we serve. Our team activated our Business Continuity Program and was able to quickly execute on multiple initiatives to adjust our operations to protect the health and safety of our employees and clients. Since the beginning of the crisis, we have been in close contact with our clients, assessing the level of impact on their businesses, and providing relief programs according to each client’s specific situation and qualifications. We have also enhanced awareness of digital banking offerings, expanded services at our drive through locations, and allowed customers to make appointments in the branch for critical services. The Company’s branches remain open and have taken steps to comply with various government directives regarding “social distancing,” as well as, enhanced cleaning and disinfecting of all surface areas to protect its clients and employees.

Small Business Administration’s Paycheck Protection Program

We established our process for participating in the Small Business Administration’s Paycheck Protection Program (“PPP”) that enabled our clients to utilize this valuable resource beginning in April 2020. Loans under the PPP are designed to provide assistance for small businesses during the COVID-19 pandemic to help meet the costs associated with payroll, mortgage interest, rent and utilities. These loans are guaranteed by the SBA and forgiveness of the loans, by the SBA, is granted to the borrower if the borrower uses at least 60% of the funds to cover payroll costs and benefits. Forgiveness is also based on the small business maintaining or quickly rehiring their employees and maintaining salary levels for their employees. Loans under the PPP do not require any collateral or personal guarantees, as such, these loans are included in the Company’s commercial loans segment. The first round of PPP lending resulted in 1,488 loans for $126.7 million, of which 387 loans have been forgiven for $52.2 million as of March 31, 2021. The second round of PPP lending which began in 2021, resulted in 660 loans for $54.8 million. As of March 31, 2021, the Company had 1,761 PPP loans totaling $129.1 million that were outstanding, inclusive of loans issued during both the first and second rounds of the PPP. This has allowed us to further strengthen and deepen our client relationships, while positively impacting thousands of individuals. We are also closely monitoring the credit quality of the loan portfolio and monitor lines of credit draws for deviation from normal activity to improve loan performance and reduce credit risk.

Short-term Modifications for Borrowers

In keeping with regulatory guidance to work with borrowers during this unprecedented situation and as outlined in Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the Company is providing modifications

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where appropriate, including interest only payments or payment deferrals for clients that could be adversely affected by the COVID-19 pandemic. Section 4013 of the CARES Act addressed COVID-19 related modifications and specified that such modifications made on loans that were current as of December 31, 2019 are not TDRs. In accordance with interagency guidance issued in April 2020, short-term modifications made to borrowers affected by the COVID-19 pandemic and governmental shutdown orders, such as payment deferrals, fee waivers and extensions of repayment terms, do not need to be identified as TDRs if the loans were current at the time a modification plan was implemented. For the three months ended March 31, 2021, the Company had executed principal and/or interest deferrals on outstanding loan balances of $221.1 million, of which only $16.1 million, or 1.10% of the total portfolio remained on deferral as of March 31, 2021.

Loans

Loans Modified

Modified to

Total Loan

Total Loans

to Interest

Payment

Percentage

Balance as of

Modified as of

Only Payments

Deferral

of Loans

(Dollars in thousands)

March 31, 2021

March 31, 2021

(6 months or less)

(3 months)

Modified

Hospitality Industry

$

115,021

$

1,355

$

1,355

$

-

1.18

%

Non-owner occupied Retail Stores

135,787

13,250

13,250

-

9.76

Non-owner occupied Restaurants

11,858

-

-

-

Owner-occupied Retail Stores

13,463

-

-

-

Owner-occupied Restaurants

8,933

80

80

-

0.90

Oil & Gas Industry

-

-

-

-

Other Commercial Loans

782,534

1,060

429

631

0.14

Total Commercial Loans

1,067,596

15,745

15,114

631

1.47

Residential 1-4 family Personal

218,428

-

-

-

Residential 1-4 family Rentals

100,770

-

-

-

Home Equity Loans

43,695

-

-

-

Total Residential Real Estate Loans

362,893

-

-

-

Consumer Loans

34,718

306

-

306

0.88

Mortgage Warehouse Loans

-

-

-

-

Credit Card, Overdrafts and Other

(3,685)

-

-

-

TOTAL LOANS

$

1,461,522

$

16,051

$

15,114

$

937

1.10

%

Liquidity

We are vigilantly monitoring our liquidity position on an ongoing basis. The Company has several available sources of on and off-balance sheet liquidity. Currently, the Company has not needed to tap into these available liquidity sources due to payment deferrals by customers, funding of PPP loans, or organic loan growth. Additional discussion on our liquidity as of the report date is reflected in the “Liquidity and Capital Resources” section of management’s discussion and analysis.

Share Repurchases

At the present time all share repurchases have been suspended due to the current status of our merger with Severn. Once the merger is consummated, the Company intends to resume its current share buyback program in which $546 thousand remains available. The Board of directors and management will re-evaluate the need for an additional stock repurchase program once the current plan is exhausted or expires.

Dividends and Capital

We currently expect to maintain our quarterly cash dividend based on our strong capital position. At March 31, 2021, the Bank exceeded all the capital requirements to which it was subject, and based on the most recent notification from its primary federal regulator is considered to be well-capitalized. There are no conditions or events since that notification that management believes would change the Bank’s classification. We are closely monitoring our capital position and are taking appropriate steps to ensure our level of capital remains strong. Our capital, while significant, may deteriorate in future periods due to the impact of the pandemic and limit our ability to pay dividends.

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Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with GAAP and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based 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.

The most significant accounting policies that the Company follows are presented in Note 1 of the 2020 Annual Report. These policies, along with the disclosures presented in the notes to the financial statements and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has determined that the accounting policies with respect to the allowance for credit losses and goodwill and other intangible assets are critical accounting policies. These policies are considered critical because they relate to accounting areas that require the most subjective or complex judgments, and, as such, could be most subject to revision as new information becomes available.

The allowance for credit losses represents management’s estimate of credit losses inherent in the loan portfolio as of the balance sheet date. Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of similar loans based on historical loss experience, and consideration of current economic trends and conditions and other factors, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance sheets. Note 1 to the 2020 Annual Report describes the methodology used to determine the allowance for credit losses. A discussion of the allowance determination and factors driving changes in the amount of the allowance for credit losses is included in the Provision for Credit Losses and Allowance for Credit Losses sections below.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Determining fair value is subjective, requiring the use of estimates, assumptions and management judgment. Goodwill is tested at least annually for impairment, usually during the fourth quarter, or on an interim basis if circumstances dictate. Impairment testing requires a qualitative assessment or that the fair value of each of the Company’s reporting units be compared to the carrying amount of its net assets, including goodwill. If the fair value of a reporting unit is less than book value, an expense may be required to write down the related goodwill to record an impairment loss. As of March 31, 2021, the Company had only one banking reporting unit.

OVERVIEW

The Company reported net income of $4.0 million for the first quarter of 2021, or diluted income per common share of $0.34, compared to net income of $3.1 million, or diluted income per common share of $0.25, for the first quarter of 2020. For the fourth quarter of 2020, the Company reported net income of $3.9 million, or diluted income per common share of $0.32. When comparing net income for the first quarter of 2021 to the first quarter of 2020, the increase was due to increases in net interest income of $1.3 million and noninterest income of $205 thousand, partially offset by an increase in noninterest expense of $150 thousand. When comparing net income for the first quarter of 2021 to the fourth quarter of 2020, the increase was primarily due to a decrease in the provision for credit losses of $625 thousand, partially offset by a decrease in noninterest income of $490 thousand.

RESULTS OF OPERATIONS

Net Interest Income

Tax-equivalent net interest income is net interest income adjusted for the tax-favored status of income from certain loans and investments. As shown in the table below, tax-equivalent net interest income was $13.8 million for the first quarter of

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2021 and $12.6 million for the first quarter of 2020. Tax-equivalent net interest income was $13.8 million for the fourth quarter of 2020. The increase in net interest income when comparing the first quarter of 2021 to the first quarter of 2020, was the result of higher interest and fees on loans and income from investment securities, coupled with a decrease in interest expense. Net interest income remained flat for the first quarter of 2021 when compared to the fourth quarter of 2020 due to less interest income on loans, offset by lower rates paid on interest-bearing deposits. Net interest margin is tax-equivalent net interest income (annualized) divided by average earning assets. The net interest margin for the first quarter of 2021 was 3.00%, which was a decrease of 48bps when compared to 3.48% for the first quarter of 2020 and a decrease of 8bps when compared to 3.08% for the fourth quarter of 2020. The decline in net interest margin in the first quarter of 2021 when compared to the fourth quarter of 2020 and the first quarter of 2020, was significantly impacted by excess liquidity of approximately $100 million, which has yet to be fully invested. Without this excess liquidity the margin for the first quarter of 2021 would have been 3.17%.

Interest Income

On a tax-equivalent basis, interest income increased $658 thousand, or 4.5%, for the first quarter of 2021 when compared to the first quarter of 2020. The increase was the result of higher interest and fees on loans and income from investment securities. The primary driver for the increase in interest income on loans was the result of higher average volume of loans of $187 million, which included PPP lending. The average balance of investment securities increased $98.4 million, providing $212 thousand of additional income, despite a decrease in the average yield of 59bps.

On a tax-equivalent basis, interest income decreased $148 thousand, or 1.0%, for the first quarter of 2021 when compared to the fourth quarter of 2020. The decrease in interest and fees on loans was primarily due to loan interest recoveries from problem assets experienced in the fourth quarter of 2020, which was absent in the first quarter of 2021, and resulted in a 2bps decline in the average yield on loans.

Interest Expense

Interest expense decreased $624 thousand, or 28.8%, when comparing the first quarter of 2021 to the first quarter of 2020. The decrease in interest expense from the first quarter of 2020 was a result of the decrease in the average rate paid on interest-bearing deposits of 46bps, as well as, the elimination of long-term advances from FHLB which had an average balance of $15 million. These decreases in interest expense, were partially offset by the issuance of subordinated debt in the third quarter of 2020 which added $359 thousand of additional expense for the first quarter of 2021. The average balance of noninterest-bearing deposits increased $165.1 million, or 46.8%, between the comparable quarters.

Interest expense decreased $185 thousand, or 10.7%, when comparing the first quarter of 2021 to the fourth quarter of 2020. The decrease in interest expense on deposits was due to an 8bps decline in the average rate paid on interest-bearing deposits, specifically time deposits that matured and renewed during the first quarter of 2021.

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The following tables present the distribution of the average consolidated balance sheets, interest income/expense, and annualized yields earned and rates paid for the three months ended March 31, 2021 and 2020.

For Three Months Ended

For Three Months Ended

March 31, 2021

March 31, 2020

    

Average

    

Income(1)/

    

Yield/

    

Average

    

Income(1)/

    

Yield/

 

(Dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Earning assets

 

  

 

  

 

  

 

  

 

  

 

  

 

Loans (2), (3)

$

1,450,883

$

14,402

 

4.03

%  

$

1,263,441

$

13,831

 

4.40

%  

Investment securities:

 

  

 

  

 

  

 

 

  

 

  

Taxable

 

227,816

 

931

 

1.63

 

129,410

 

719

 

2.22

Interest-bearing deposits

 

189,231

 

47

 

0.10

 

57,657

 

172

 

1.20

Total earning assets

 

1,867,930

 

15,380

 

3.34

%  

 

1,450,508

 

14,722

 

4.08

%  

Cash and due from banks

 

19,245

 

  

 

  

 

17,874

 

  

 

  

Other assets

 

103,010

 

  

 

  

 

89,154

 

  

 

  

Allowance for credit losses

 

(14,234)

 

  

 

  

 

(10,545)

 

  

 

  

Total assets

$

1,975,951

 

  

 

  

$

1,546,991

 

  

 

  

Interest-bearing liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

$

438,340

 

156

 

0.14

%  

$

284,176

 

395

 

0.56

%  

Money market and savings deposits

 

510,881

 

230

 

0.18

 

410,252

 

466

 

0.46

Certificates of deposit $100,000 or more

 

130,745

 

405

 

1.26

 

129,408

 

597

 

1.85

Other time deposits

 

144,919

 

393

 

1.10

 

150,645

 

601

 

1.60

Interest-bearing deposits

 

1,224,885

 

1,184

 

0.39

 

974,481

 

2,059

 

0.85

Securities sold under retail repurchase agreements and short-term FHLB advances

 

2,238

 

1

 

0.18

 

1,235

 

2

 

0.65

Advances from FHLB - long-term

15,000

 

107

 

2.87

Subordinated debt

 

24,443

 

359

 

5.96

 

 

 

Total interest-bearing liabilities

 

1,251,566

 

1,544

 

0.50

%  

 

990,716

2,168

 

0.88

%  

Noninterest-bearing deposits

 

517,781

 

  

 

  

 

352,681

 

  

 

  

Other liabilities

 

10,813

 

  

 

  

 

9,262

 

  

 

  

Stockholders’ equity

 

195,791

 

  

 

  

 

194,332

 

  

 

  

Total liabilities and stockholders’ equity

$

1,975,951

 

  

 

  

$

1,546,991

 

  

 

  

Net interest spread

 

  

$

13,836

 

2.84

%  

 

  

$

12,554

 

3.20

%  

Net interest margin

 

  

 

  

 

3.00

%  

 

  

 

  

 

3.48

%  

Tax-equivalent adjustment

Loans

$

36

$

36

Total

$

36

$

36

(1)All amounts are reported on a tax-equivalent basis computed using the statutory federal income tax rate of 21.0%, exclusive of nondeductible interest expense.
(2)Average loan balances include nonaccrual loans.
(3)Interest income on loans includes accreted loan fees, net of costs and accretion of discounts on acquired loans, which are included in the yield calculations.

Noninterest Income

Total noninterest income for the first quarter of 2021 increased $205 thousand, or 8.7%, when compared to the first quarter of 2020. The increase from the first quarter of 2020 was mainly due to additional income from BOLI contracts of $141 thousand and additional bank service fees of $219 thousand, partially offset by a decrease in service charges on deposit accounts of $192 thousand. Noninterest income decreased $490 thousand, or 16.1%, when compared to the fourth quarter of 2020 primarily due to the absence of swap fee income on loans originated during the fourth quarter of 2020 of $350 thousand and a decrease in service charges on deposits accounts of $108 thousand.

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Noninterest Expense

Total noninterest expense for the first quarter of 2021 increased $150 thousand, or 1.4%, when compared to the first quarter of 2020 and decreased $57 thousand, or less than 1%, when compared to the fourth quarter of 2020. The increase in noninterest expenses when compared to the first quarter of 2020 was primarily due to higher employee benefits, occupancy expense, data processing fees and FDIC insurance premium expense, partially offset by a decrease in salaries and wages and legal and professional expenses. The decrease in noninterest expense when compared to the fourth quarter of 2020 was primarily related to lower salaries and wages and legal and professional fees, partially offset by higher employee benefit costs. The decrease in salaries and wages were attributed to the deferral of costs associated with originating the second round of PPP loans. The increase in employee benefits was the result of higher medical insurance claims.

Provision for Credit Losses

The provision for credit losses was $425 thousand for the first quarter of 2021, $350 thousand for the first quarter of 2020 and $1.1 million for the fourth quarter of 2020. The ratio of the allowance for credit losses to period-end loans was 0.98% at March 31, 2021. Excluding PPP loans, the ratio of the allowance for credit losses to period-end loans was 1.07% at March 31, 2021, higher than both the 1.04% at December 31, 2020 and the 0.81% at March 31, 2020. The primary drivers of the increased percentage of the allowance to total loans, excluding PPP loans, as compared to March 31, 2020, were elevated qualitative factors within the allowance model related to economic conditions and the COVID-19 pandemic. The allowance percentage, excluding PPP loans, increased only slightly in the first quarter of 2021 as compared to December 31, 2020, reflecting the Company’s ongoing evaluation of the risk of probable losses inherent in the portfolio and the consideration of factors, both positive and negative, which have impacted the portfolio since year end. The decrease in provision for credit losses when compared to the fourth quarter of 2020 was the result of a decline in historical losses and minimal loan growth. The Company reported no net charge offs or recoveries in the first quarter of 2021, compared to net recoveries of $61 thousand for the fourth quarter of 2020 and net charge-offs of $479 thousand for the first quarter of 2020.

Income Taxes

The Company reported income tax expense of $1.4 million for the first quarter of 2021, $1.1 million for the first quarter of 2020 and $1.3 million for the fourth quarter of 2020. Income tax expense increased when compared to the first quarter of 2020 and the fourth quarter of 2020 due to higher pre-tax earnings. The effective tax rate for the first quarter of 2021 was 26.4% and was 25.3% for the fourth quarter of 2020. The effective tax rate for the first quarter of 2020 was 25.2%.  

ANALYSIS OF FINANCIAL CONDITION

Loans

Loans totaled $1.462 billion at March 31, 2021 and $1.454 billion at December 31, 2020, an increase of $7.3 million, or less than 1%. The increase was primarily due to the origination of 660 round two PPP loans totaling $54.8 million, almost entirely offset by forgiveness of round one PPP loans of $52.2 million. Excluding PPP loans, organic growth for the first three months of 2021 was $4.7 million, which was hampered by an uncharacteristic level of payoffs experienced during the quarter. The loan pipeline remains very strong and is still expected to produce double-digit annualized loan growth for 2021, despite the recent payoffs in the first quarter. Loans included deferred fees, net of deferred costs, of $751 thousand and discounts on acquired loans of $677 thousand at March 31, 2021, compared to deferred costs, net of deferred fees, of $622 thousand and discounts on acquired loans of $754 thousand at December 31, 2020. We do not engage in foreign or subprime lending activities. See Note 4, “Loans and Allowance for Credit Losses”, in the Notes to Consolidated Financial Statements and below under the caption “Allowance for Credit Losses” for additional information.

Our loan portfolio has a commercial real estate loan concentration, which is generally defined as a combination of certain construction and commercial real estate loans. Construction loans were $116.0 million, or 7.9% of total loans, at March 31, 2021 and $106.8 million, or 7.3% of total loans, at December 31, 2020. Commercial real estate loans were $641.2 million, or 43.9% of total loans, at March 31, 2021, compared to $661.2 million, or 45.5% of total loans, at December 31, 2020.

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The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development, and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total non-owner occupied commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s non-owner occupied commercial real estate loan portfolio (including construction) has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. The Company, like many community banks, has a concentration in commercial real estate loans, and the Company has experienced significant growth in its commercial real estate portfolio in recent years. At March 31, 2021, non-owner-occupied commercial real estate loans (including construction, land and land development loans) represented 303.2% of total risk-based capital. At such time, construction, land and land development loans represented 58.0% of total risk-based capital.

The commercial real estate portfolio (including construction) has increased 46.4% during the prior 36 months. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened risk management procedures, as well as strong underwriting criteria with respect to its commercial real estate portfolio. Monitoring practices include periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income. We may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital or be required to sell/participate portions of loans, which may adversely affect shareholder returns.

Allowance for Credit Losses

We have established an allowance for credit losses, which is increased by provisions charged against earnings and recoveries of previously charged-off loans and is decreased by current period charge-offs of uncollectible loans. Management evaluates the adequacy of the allowance for credit losses at least quarterly and adjusts the provision for credit losses based on this analysis. The evaluation of the adequacy of the allowance for credit losses is based primarily on a risk rating system of individual loans, as well as on a collective evaluation of smaller balance homogenous loans, each grouped by loan type. Each loan type is assigned allowance factors based on criteria such as past credit loss experience, local economic and industry trends, and other measures which may impact collectability. Please refer to the discussion above under the caption “Critical Accounting Policies” for an overview of the underlying methodology management employs to maintain the allowance.

The allowance for credit losses was $14.3 million at March 31, 2021, $10.4 million at March 31, 2020 and $13.9 million at December 31, 2020. There were no net charge-offs or recoveries for the first quarter of 2021, compared to net charge-offs of $479 thousand for the first quarter of 2020 and net recoveries of $61 thousand for the fourth quarter of 2020. The ratio of annualized net recoveries to average loans was 0% for the first quarter of 2021, compared to annualized net charge-offs of 0.15% for the first quarter of 2020 and (0.02)% for the fourth quarter of 2020.

 

Management remains focused on its efforts to dispose of problem loans and to prudently charge-off nonperforming loans to enable the Company to continue to improve its overall credit quality. The allowance for credit losses as a percentage of period-end loans was 0.98% at March 31, 2021, 0.81% at March 31, 2020 and 0.95% at December 31, 2020. Excluding PPP loans, the ratio of the allowance for credit losses to period-end loans was 1.07% at March 31, 2021, higher than both the 0.81% and 1.04% at March 31, 2020 and December 31, 2020, respectively. The increase in the percentage of the allowance to total loans at March 31, 2021, compared to March 31, 2020 and December 31, 2020, was primarily due to elevated qualitative factors within the allowance model primarily related to economic conditions and the COVID-19 pandemic. Management currently believes that the provision for credit losses and the resulting allowance were adequate to provide for probable losses inherent in our loan portfolio at March 31, 2021.

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The following table presents a summary of the activity in the allowance for credit losses at or for the three months ended March 31, 2021 and 2020.

For the Three Months Ended March 31,

2021

2020

Percentage of net

Percentage of net

charge-offs

charge-offs

(annualized) to

(annualized) to

average loans

average loans

Net (charge-offs)

outstanding

Net (charge-offs)

outstanding

(Dollars in thousands)

    

recoveries

    

during the year

recoveries

    

during the year

Construction

$

5

-

%

$

3

(0.01)

%

Residential real estate

 

6

-

 

(188)

0.17

Commercial real estate

 

-

 

(270)

0.18

Commercial

 

(9)

-

 

(19)

0.08

Consumer

 

(2)

0.01

 

(5)

0.09

Total

$

-

%

$

(479)

0.15

%

Average loans outstanding during the period

$

1,450,883

$

1,263,441

Allowance for credit losses at period end as a percentage of total period end loans (1)

 

0.98

%  

 

0.81

%  

Allowance for credit losses at period end as a percentage of average loans (2)

 

0.99

%  

 

0.82

%  

Allowance for credit losses at period end as a percentage of period end nonaccrual loans

 

293.30

%  

 

89.93

%  

(1)At March 31, 2021, the loan balances used to calculate the ratio include PPP loans of $129.1 million. Excluding PPP loans, the ratio is 1.07%.
(2)At March 31, 2021, the loan balances used to calculate the ratio include PPP loans of $131.9 million. Excluding PPP loans, the ratio is 1.09%.

Nonperforming Assets and Accruing TDRs

As shown in the following table, nonperforming assets remained relatively unchanged at March 31, 2021 from the $6.3 million at December 31, 2020. Despite the balance of nonperforming assets being similar for both the first quarter of 2021 and the fourth quarter of 2020, the composition of these assets was in contrast. When comparing nonperforming assets at March 31, 2021 to December 31, 2020, total nonaccrual loans decreased $575 thousand, or 10.5%, and loans 90 days past due and still accruing increased $384 thousand, or 47.8%. Accruing troubled debt restructurings (“TDRs”) decreased $541 thousand, or 7.7%, over the same time period. Other real estate owned properties increased to $205 thousand at March 31, 2021 from $0 at December 31, 2020 and $38 thousand at March 31, 2020. The ratio of nonaccrual loans and accruing TDRs to total loans decreased to 0.78% at March 31, 2021 from 0.86% at December 31, 2020.

The Company continues to focus on the resolution of its nonperforming and problem assets. The efforts to accomplish this goal include frequently contacting borrowers until the delinquency is cured or until an acceptable payment plan has been agreed upon; obtaining updated appraisals; provisioning for credit losses; charging-off loans; transferring loans to other real estate owned; aggressively marketing other real estate owned. The reduction of nonperforming and problem assets is and will continue to be a high priority for the Company.

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The following table summarizes our nonperforming assets and accruing TDRs at March 31, 2021 and December 31, 2020.

(Dollars in thousands)

    

March 31, 2021

    

December 31, 2020

 

Nonperforming assets

 

  

 

  

 

 

Nonaccrual loans

$

4,880

$

5,455

Total loans 90 days or more past due and still accruing

 

1,188

 

804

Other real estate owned

 

205

 

Total nonperforming assets

$

6,273

$

6,259

Total accruing TDRs

$

6,456

$

6,997

As a percent of total loans:

 

  

 

  

Nonaccrual loans

 

0.33

%  

 

0.38

%  

Accruing TDRs

 

0.44

%  

 

0.48

%  

Nonaccrual loans and accruing TDRs

 

0.78

%  

 

0.86

%  

As a percent of total loans and other real estate owned:

 

  

 

  

Nonperforming assets

 

0.43

%  

 

0.43

%  

Nonperforming assets and accruing TDRs

 

0.87

%  

 

0.91

%  

As a percent of total assets:

 

  

 

  

Nonaccrual loans

 

0.24

%  

 

0.28

%  

Nonperforming assets

 

0.31

%  

 

0.32

%  

Accruing TDRs

 

0.32

%  

 

0.36

%  

Nonperforming assets and accruing TDRs

 

0.63

%  

 

0.69

%  

Investment Securities

The investment portfolio is comprised of debt and equity securities. Debt securities are classified as either available for sale or held to maturity. Investment securities available for sale are stated at estimated fair value based on quoted prices. They represent securities which may be sold as part of the asset/liability management strategy or in response to changing interest rates. Net unrealized holding gains and losses on these securities are reported net of related income taxes as accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

Investment securities in the held to maturity category are stated at cost adjusted for amortization of premiums and accretion of discounts. We have the intent and current ability to hold such securities until maturity. At March 31, 2021, 49.8% of the portfolio of debt securities was classified as available for sale and 50.2% was classified as held to maturity, compared to 68.0% and 32.0% respectively, at December 31, 2020. See Note 3 – “Investment Securities”, in the Notes to Consolidated Financial Statements for additional details on the composition of our investment portfolio.

Investment securities including restricted stock totaled $254.6 million at March 31, 2021, a $44.3 million, or 21.1%, increase since December 31, 2020. The increase was primarily due to the purchases of held to maturity securities of $61.4 million, partially offset by proceeds from maturities and sales of available for sale securities of $14.2 million, during 2021. Due to the excess liquidity experienced in 2020 and 2021, the Company strategically purchased short duration available for sale securities and subordinated debt of other banks which earn significantly higher average yields than interest-bearing deposits with other banks. As loan demand begins to strengthen, the Company will redeploy proceeds and excess liquidity to fund loan growth. At March 31, 2021, 85.4% of the securities available for sale were mortgage-backed and 14.6% were U.S. Government agencies, compared to 83.1% and 16.9%, respectively, at year-end 2020. Our investments in mortgage-backed securities are issued or guaranteed by U.S. Government agencies or government-sponsored agencies.

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Table of Contents

Deposits

Total deposits at March 31, 2021 amounted to $1.80 billion, an increase of $99.9 million, or 5.9%, when compared to the level at December 31, 2020. The increase in total deposits consisted of increases in interest-bearing deposits of $75.2 million and noninterest-bearing deposits of $24.7 million. The growth in interest-bearing deposits was represented by increases in savings and money market accounts of $113.2 million and other time deposits of $2.7 million, partially offset by a decrease in interest-bearing checking accounts of $40.6 million. The significant movement within deposit accounts continues to be impacted by direct government stimulus payments to our customers.

Short-Term Borrowings

Short-term borrowings consisted of securities sold under agreements to repurchase, which increased by $2.5 million, or 233.4%, to $3.5 million at March 31, 2021 when compared to December 31, 2020. Securities sold under agreements to repurchase are issued in conjunction with cash management services for commercial depositors. Other short-term borrowings may consist of overnight borrowing from correspondent banks or advances from the FHLB. Short-term advances are defined as those with original maturities of one year or less. At March 31, 2021 and December 31, 2020, the Company had no outstanding short-term or long-term advances with FHLB.

Long-Term Debt

The Company uses long-term borrowings to meet longer term liquidity needs, specifically to fund loan growth when liquidity from deposit growth is not sufficient. On August 25, 2020, the Company entered into Subordinated Note Purchase Agreements with certain Purchasers pursuant to which the Company issued and sold $25.0 million in aggregate principal amount with an initial interest rate of 5.375% Fixed-to-Floating Rate Subordinated Notes due September 1, 2030.

Liquidity and Capital Resources

We derive liquidity through increased customer deposits, non-reinvestment of the cash flow from the investment portfolio, loan repayments, borrowings and income from earning assets. As seen in the Consolidated Statements of Cash Flows in the Financial Statements, the net increase in cash and cash equivalents was $40.2 million for the first three months of 2021 compared to an increase of $1.3 million for the first three months of 2020. The increase in cash and cash equivalents in 2021 was mainly due to the significant increase in deposits, the direct result of customer stimulus deposited to and remaining in these accounts as of March 31, 2021. The Company expects these funds to be utilized over the coming months, which may or may not result in a decline in deposit balances. Furthermore, the increase in cash and cash equivalents was the result of the issuance of subordinated notes in the third quarter of 2020, which, net of issuance costs, resulted in $24.5 million in additional liquidity.

To the extent that deposits are not adequate to fund customer loan demand, liquidity needs can be met in the short-term fund markets. The Bank has arrangements with other corresponding banks whereby it has $15 million available in federal funds lines of credit and a reverse repurchase agreement available to meet any short-term needs which may not otherwise be funded by the Bank’s portfolio of readily marketable investments that can be converted to cash. The Bank is also a member of the FHLB, which provides another source of liquidity. Through the FHLB, the Bank had collateral pledged of approximately $314.3 million and $316.7 million at March 31, 2021 and December 31, 2020, respectively. The Bank has pledged, under a blanket lien, all qualifying residential and commercial real estate loans under borrowing agreements with the FHLB.

Total stockholders’ equity increased $1.1 million to $196.1 million at March 31, 2021 when compared to December 31, 2020 primarily due to the current year’s retained earnings, partially offset by dividends paid during the three months ended March 31, 2021 and the change in fair value of available-for-sale securities recorded in accumulated other comprehensive income.

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Table of Contents

CBLR

On September 17, 2019, the FDIC finalized a rule that introduces an optional simplified measure of capital adequacy for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR”) framework), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework.

On April 6, 2020, in a joint statement, the FDIC, Federal Reserve and the Office of Comptroller of the Currency (“OCC”), issued two interim final rules regarding temporary changes to the CBLR framework to implement provisions of the CARES Act. Under the interim final rules, the community bank leverage ratio was reduced to 8% beginning in the second quarter and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. In order to qualify for the CBLR framework, a community banking organization must have a tier 1 leverage ratio of greater than 8%, less than $10 billion in total consolidated assets, and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the well-capitalized ratio requirements under the Prompt Corrective Action regulations and will not be required to report or calculate risk-based capital. The Company has not opted-in to the CBLR framework.

Basel III

Under final Federal Reserve and FDIC approved rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks minimum requirements increased for both the quantity and quality of capital held by the Bank. The Basel III capital standards substantially revised the risk based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including the definitions and the components of Tier 1 capital and Total Capital, the method of evaluating risk-weighted assets, institutions of a capital conservation buffer, and other matters affecting regulatory capital ratios. Strict eligibility criteria for regulatory capital instruments were also implemented under the rules.

The phase-in period for the final rules became effective for the Bank on January 1, 2015, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule, which was fully phased in on January 1, 2019. As of March 31, 2021, the Bank’s capital levels remained characterized as “well-capitalized” under the rules.

The following tables present the applicable capital ratios as of March 31, 2021 and December 31, 2020.

    

Tier 1

    

Common Equity

    

Tier 1

    

Total

 

leverage

Tier 1

risk-based

risk-based

 

March 31, 2021

ratio

ratio

capital ratio

capital ratio

 

Shore United Bank

 

9.49

%  

13.39

%  

13.39

%  

14.45

%

 

Tier 1

 

Common Equity

 

Tier 1

 

Total

 

leverage

 

Tier 1

 

risk-based

 

risk-based

December 31, 2020

 

ratio

 

ratio

 

capital ratio

 

capital ratio

Shore United Bank

 

9.73

%  

13.21

%  

13.21

%  

14.25

%

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our primary market risk is interest rate fluctuation and management has procedures in place to evaluate and mitigate this risk. This risk and these procedures are discussed in Item 7 of Part II of the 2020 Annual Report under the caption “Market Risk Management and Interest Sensitivity”. Management believes that there have been no material changes in our market risks, the procedures used to evaluate and mitigate these risks, or our actual and simulated sensitivity positions since  December 31, 2020.

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Table of Contents

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that Shore Bancshares, Inc. files under the Securities Exchange Act of 1934, as amended (“Exchange Act”) with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to management, including Shore Bancshares, Inc.’s principal executive officer (“PEO”) and its principal financial officer (“PFO”), as appropriate, to allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls and procedures as of March 31, 2021 was carried out under the supervision and with the participation of management, including the PEO and the PFO. Based on that evaluation, the Company’s management, including the PEO and the PFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level at March 31, 2021.

There was no change in our internal control over financial reporting during the first quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time the Company may become involved in legal proceedings. At the present time, there are no proceedings which the Company believes will have a material adverse impact on the financial condition or earnings of the Company.

Item 1A. Risk Factors

The section titled Risk Factors in Part I, Item 1A of our 2020 Form 10-K includes a discussion of the many risks and uncertainties we face, any one or more of which could have a material adverse effect on our business, results of operations, financial condition (including capital and liquidity), or prospects or the value of or return on an investment in the Company. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed in our 2020 Annual Report.

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Table of Contents

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

On November 24, 2020, the Company announced a stock repurchase program which was approved by the Board and authorized management to repurchase up to $5.0 million of the Company’s common stock. During the first quarter of 2021, the Company repurchased 56,104 shares of its common stock under the repurchase plan. The stock repurchase program is currently suspended due to the recent announcement of our merger with Severn.

The following table provides information with respect to purchases made by or on behalf of us or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the first quarter of 2021.

Stock Repurchase Plan $5.0 million (2020-2021)

Total Number of

Maximum Dollar Value

Total Number

Average Price

Shares Purchased as Part

Of Shares that May Yet Be

Of Shares

Paid Per

of the Publicly Announced

Purchased Under the

Period

    

Purchased

    

Share

    

Plans or Programs

    

Plans or Programs

January 1, 2021 to January 31, 2021

56,104

$

14.69

56,104

$

541,973

February 1, 2021 to February 28, 2021

 

 

 

 

541,973

March 1, 2021 to March 31, 2021

541,973

Total

56,104

$

14.69

56,104

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

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Item 6. Exhibits.

Exhibit
Number

    

Description

3.1(i)

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on December 14, 2000).

3.1(ii)

Articles Supplementary relating to the Fixed Rate Cumulative Perpetual Preferred Stock Series A (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on January 13, 2009).

3.1(iii)

Articles Supplementary relating to the reclassification of the Fixed Rate Cumulative Perpetual Preferred Stock Series A, as common stock (incorporated by reference to Exhibit 3.1(i) of the Company’s Form 8-K filed on June 17, 2009).

3.2

Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-K for the year ended December 31, 2020).

4.1

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed March 13, 2020).

4.2

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Form S-3 filed on June 25, 2010).

31.1

Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).

31.2

Certifications of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).

32

Certification pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith).

101

Inline Interactive Data File

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

SHORE BANCSHARES, INC.

 

 

 

 

 

Date: May 14, 2021

 

By: 

/s/ Lloyd L. Beatty, Jr.

 

 

 

 

Lloyd L. Beatty, Jr.

 

 

 

 

President & Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Date: May 14, 2021

 

By:

/s/ Edward C. Allen

 

 

 

 

Edward C. Allen

 

 

 

 

Executive Vice President & Chief Financial Officer

 

 

 

 

(Principal Accounting Officer)

 

48