-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FruUAIYyTE94+x9MQnfhvAHT9NIMg9r1nDUL64PhZvNZpPyQTA5C/Y8glq9Qcqyd WOLeF0P2RiCf4SPGfEVGwQ== /in/edgar/work/0000909012-00-000700/0000909012-00-000700.txt : 20001114 0000909012-00-000700.hdr.sgml : 20001114 ACCESSION NUMBER: 0000909012-00-000700 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHORE BANCSHARES INC CENTRAL INDEX KEY: 0001035092 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 521974638 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22345 FILM NUMBER: 758971 BUSINESS ADDRESS: STREET 1: 109 NORTH COMMERCE ST CITY: CENTREVILLE STATE: MD ZIP: 21617-0400 BUSINESS PHONE: 4107581600 MAIL ADDRESS: STREET 1: P O BOX 400 CITY: CENTREVILLE STATE: MD ZIP: 21617-0400 10-Q 1 0001.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2000 COMMISSION FILE NUMBER 0-22345 ------------------------------ SHORE BANCSHARES, INC. 109 North Commerce Street Post Office Box 400 Centreville, Maryland 21617-0400 Telephone: (410) 758-1600 IRS Employer Identification Number: 52-1974638 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, Par Value $0.01 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES __X___ NO_____ Indicate the number of shares of outstanding of each of the issuer's classes of common stock as of the latest practicable date. As of November 8, 2000, there were 1,914,237 shares of Common Stock $0.01 Par Value outstanding. This is the only class of outstanding shares. SHORE BANCSHARES, INC. FORM 10-Q INDEX PART I FINANCIAL INFORMATION - ------ --------------------- Item 1. Consolidated Financial Statements Balance Sheets -September 30, 2000 and December 31, 1999 Statements of Income -Three months and nine months ended September 30, 2000 and 1999. Statements of Changes in Stockholders' Equity - Nine months ended September 30, 2000 and 1999 Statements of Cash Flows -- Nine months ended September 30, 2000 and 1999. Notes to Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II OTHER INFORMATION - ------- ----------------- Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES - ---------- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS SHORE BANCSHARES, INC. September 30, December 31, Dollars in thousands 2000 1999 (Unaudited) ----------------------------- ASSETS Cash and due from banks $ 8,023 $ 3,345 Federal funds sold 1,449 971 Securities: Held to maturity, at amortized cost 16,958 17,552 (fair value of $16,718 and $17,221 respectively) Available for sale 32,081 33,385 Loans, less allowance for credit losses of 133,450 125,767 $1,311 and $1,248 respectively Premises and fixed assets, net 3,958 3,465 Investments in unconsolidated subsidiary 1,057 1,067 Accrued interest receivable 1,713 1,463 Goodwill 1,659 1,770 Other assets 2,212 2,363 ----------- ----------- TOTAL ASSETS $ 202,560 $ 191,148 =========== =========== LIABILITIES Deposits: Noninterest bearing demand $ 21,564 $ 21,485 Interest bearing transaction 26,371 21,989 Savings and money market 36,265 38,342 Time, $100,000 or more 20,030 15,773 Other time 68,286 64,484 ----------- ----------- Total deposits 172,516 162,073 ----------- ----------- Securities sold under agreements to repurchase 281 590 Long-term borrowings 5,000 5,000 Accrued interest payable 231 207 Other liabilities 711 675 ----------- ----------- 6,223 6,472 ----------- ----------- Total liabilities 178,739 168,545 ----------- ----------- STOCKHOLDERS' EQUITY: Common stock, par value $.01; authorized 10,000,000 shares, issued and outstanding: 9/30/00 1,914,164 12/31/99 1,913,891 19 19 Surplus 10,078 10,074 Retained earnings 14,209 13,117 Accumulated other comprehensive income (loss) (485) (607) ----------- ----------- Total stockholders' equity 23,821 22,603 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 202,560 $ 191,148 =========== ===========
See Notes to Consolidated Financial Statements 3
CONSOLIDATED STATEMENTS OF INCOME SHORE BANCSHARES, INC. (UNAUDITED) Three Months Nine Months Three Months Nine Months Dollars in thousands Ending Ending Ending Ending except per share data September 30, September 30, September 30, September 30, 2000 2000 1999 1999 ----------------------------------------------------------------- INTEREST INCOME: Interest and fee income on loans $ 2,886 $ 8,503 $ 2,454 $ 7,178 Interest and dividends on securities: Taxable securities 635 1,910 623 1,820 Tax-exempt securities 95 297 108 332 Interest on federal funds sold 52 71 137 349 ------------------------------------------------------------ Total interest income 3,668 10,781 3,322 9,679 ------------------------------------------------------------ INTEREST EXPENSE: Interest on certificates of deposit of $100,000 or more 283 730 201 616 Interest on other deposits 1,325 3,799 1,289 3,760 Interest on short-term borrowings 8 154 6 7 Interest on long-term borrowings 152 301 67 209 ------------------------------------------------------------ Total interest expense 1,768 4,984 1,563 4,592 ------------------------------------------------------------ NET INTEREST INCOME 1,900 5,797 1,759 5,087 Provision for credit losses 41 75 -- -- ------------------------------------------------------------ NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 1,859 5,722 1,759 5,087 ------------------------------------------------------------ NONINTEREST INCOME: Service charges on deposit accounts 228 657 191 591 Gains (losses) on securities -- (49) 5 47 Other noninterest income 69 188 80 224 ------------------------------------------------------------ Total noninterest income 297 796 276 862 ------------------------------------------------------------ NONINTEREST EXPENSE: Salaries and employee benefits 650 1,893 629 1,832 Expenses of premises and fixed assets 165 437 173 457 Other noninterest expense 372 1,216 426 1,260 ------------------------------------------------------------ Total noninterest expense 1,187 3,546 1,228 3,549 ------------------------------------------------------------ INCOME BEFORE TAXES 969 2,972 807 2,400 Applicable income taxes 355 1,057 271 797 ------------------------------------------------------------ NET INCOME $ 614 $ 1,915 $ 536 $ 1,603 ============================================================ Basic Earnings Per Common Share $ 0.32 $ 1.00 $ 0.28 $ 0.84 Diluted Earnings Per Common Share 0.32 1.00 0.28 0.84 Dividends Declared Per Common Share 0.15 0.43 0.13 0.39
See Notes to the Consolidated Financial Statements 4
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY SHORE BANCSHARES, INC. (Unaudited) Accumulated Other Common Retained Comprehensive Dollars in thousands Stock Surplus Earnings Income (Loss) Total --------- -------- ----------- --------------- ---------- Balances at January 1, 2000 $ 19 $ 10,074 $ 13,117 $ (607) $ 22,603 Comprehensive income: Net income 1,915 1,915 Other comprehensive income, net of tax: Unrealized gain on available for sale securities, net of reclassification adjustment 122 122 -------- Total comprehensive income 2,037 -------- Issuance of common stock upon exercise of stock options 4 4 Cash dividends declared ($.43 per common share) (823) (823) -------- -------- --------- -------- -------- Balances at September 30, 2000 $ 19 $ 10,078 $ 14,209 $ (485) $ 23,821 ======== ======== ========= ======== ======== Accumulated Other Common Retained Comprehensive Stock Surplus Earnings Income (Loss) Total --------- -------- ----------- --------------- ------------ Balances at January 1, 1999 $ 19 $ 10,064 $ 11,866 $ (45) $ 21,904 Comprehensive income: Net income 1,603 1,603 Other comprehensive income, net of tax: Unrealized loss on available for sale securities, net of reclassification adjustment (414) (414) -------- Total comprehensive income 1,189 -------- Issuance of common stock upon exercise of stock options 10 10 Cash dividends declared ($.39 per common share) (746) (746) -------- -------- --------- -------- -------- Balances at September 30, 1999 $ 19 $ 10,074 $ 12,723 $ (459) $ 22,357 ======== ======== ========= ======== ========
See Notes to Financial Statements 5
CONSOLIDATED STATEMENTS OF CASH FLOWS SHORE BANCSHARES, INC. (UNAUDITED) Nine Months Nine Months Ended Ended September 30, September 30, 2000 1999 --------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,915 $ 1,603 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 324 331 Provision for credit losses, net 63 (146) Deferred income taxes (2) 6 Net (gains) losses on sale of securities 49 (47) Changes in assets and liabilities: (Increase) decrease in accrued interest receivable (250) (255) (Increase) decrease in other assets 84 (212) Increase (decrease) in accrued interest payable 24 (9) Increase in other liabilities 36 16 -------- -------- Net cash provided by operating activities 2,243 1,287 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of investment securities held to maturity 586 7,222 Proceeds from maturities of investment securities available for sale 1,619 3,563 Proceeds from sale of investment securities available for sale 2,950 3,588 Purchases of held to maturity securities -- (1,565) Purchases of available for sale securities (3,112) (18,228) Net increase in loans (7,746) (6,643) Purchase of premises and equipment (699) (369) -------- -------- Net cash used in investing activities (6,402) (12,432) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in demand, interest-bearing transaction, and savings deposits 2,384 5,580 Increase in time deposits 8,059 3,505 Increase (decrease) in securities sold under agreement to repurchase (309) 498 Proceeds from issuance of common stock 4 10 Cash dividends paid (823) (746) -------- -------- Net cash provided by financing activities 9,315 8,847 -------- -------- Net increase (decrease) in cash and cash equivalents 5,156 (2,298) Cash and cash equivalents, beginning of period 4,316 14,288 -------- -------- Cash and cash equivalents, end of period $ 9,472 $ 11,990 ======== ======== Supplementary cash flow information: Interest paid $ 4,506 $ 4,387 Income taxes paid $ 763 $ 665 Transfer from loans to other real estate owned $ -- $ -- All dollar amounts in thousands
6 Note 1 - Financial Information The unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. In the opinion of management, all necessary adjustments have been made for a fair presentation of financial position and results of operations for the periods presented. Operating results for the nine month period ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. For further information, refer to the audited consolidated financial statements and footnotes included in the 1999 Annual Report to Shareholders and Form 10-K. Consolidation has resulted in the elimination of all significant intercompany accounts and transactions. NOTE -2 Analysis of the Allowance for Credit Losses (In Thousands)
September 30, December 31, 2000 1999 ------------------------- BALANCE AT BEGINNING OF PERIOD $ 1,248 $ 1,349 CHARGE-OFFS: Real Estate: Construction and land development 0 0 Commercial 0 0 Residential 0 4 Commercial 18 110 Credit card and related plans 1 0 Consumer installment 26 115 -------------------- 45 229 -------------------- RECOVERIES: Real Estate: Construction and land development 0 0 Commercial 0 0 Residential 10 0 Commercial 10 103 Consumer installment 13 25 -------------------- 33 128 -------------------- NET CHARGE-OFFS (RECOVERIES) 12 101 PROVISION FOR CREDIT LOSSES 75 0 -------------------- BALANCE AT END OF PERIOD $ 1,311 $ 1,248 ==================== Average daily balance of loans $132,177 $116,597 Ratio of net charge-offs to average loans outstanding 0.00% 0.09%
7 Note 3 - Long-Term Borrowings As of December 31, 1999, the Company had a convertible advance from the Federal Home Loan Bank of Atlanta (FHLB) in the amount of $5,000,000 at an interest rate of 5.07%. The advance was called on March 30, 2000. The interest on the repriced advance is adjustable quarterly. The Bank has pledged its wholly owned residential first mortgage loan portfolio under a blanket floating lien as collateral for this advance. Note 4 - Computation of Earnings Per Share Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding and does not include the impact of any potentially dilutive common stock equivalents. The diluted earnings per share calculation method is arrived at by dividing net income by the weighted-average number of shares outstanding, adjusted for the dilutive effect of outstanding stock options and warrants.
Three Months Nine Months Ending Ending September 30, 2000 September 30, 2000 --------------------------------------- Basic: Net Income (applicable to common stock) $ 614,000 $1,915,000 Average common shares outstanding 1,914,154 1,914,042 Basic net income per share $ .32 $ 1.00 Diluted Net income (applicable to common stock) $ 614,000 $1,915,000 Average common shares outstanding 1,914,154 1,914,042 Dilutive effect of stock options 0 0 ---------- ---------- Average common shares outstanding 1,914,042 1,914,154 Diluted net income per share $ .32 $ 1.00
Three Months Nine Months Ending Ending September 30, 1999 September 30, 1999 -------------------------------------- Basic: Net Income (applicable to common stock) $ 536,000 $1,603,000 Average common shares outstanding 1,913,852 1,913,691 Basic net income per share $ .28 $ .84 Diluted Net income (applicable to common stock) $ 536,000 $1,603,000 Average common shares outstanding 1,913,852 1,913,691 Dilutive effect of stock options 0 0 ---------- ---------- Average common shares outstanding 1,913,852 1,913,691 Diluted net income per share $ .28 $ .84
8
AVERAGE BALANCES, YIELDS AND RATES Nine Months Ending Nine Months Ending September 30, 2000 September 30, 1999 Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ASSETS Interest Earning assets: Federal funds sold $ 1,368,316 $ 70,651 6.90% $ 9,534,229 $ 349,032 4.89% Investment Securities: U.S. Treasury securities and obligations of U.S. government agencies 38,886,523 1,809,993 6.22% 38,615,369 1,720,773 5.96% Obligations of States and political subdivisions 8,791,367 449,520 6.83% 9,707,519 502,993 6.93% All other investment securities 1,624,267 86,308 7.10% 1,633,043 85,770 7.02% Federal Reserve Bank stock 302,250 13,601 6.01% 302,250 13,601 6.02% ------------------------------------------- --------------------------------------- Total investment securities 49,604,407 2,359,422 6.35% 50,258,181 2,323,137 6.18% Loans - net of unearned income Commercial loans 13,240,959 982,351 9.91% 10,825,370 743,069 9.18% Installment loans 7,136,298 490,946 9.19% 6,300,837 444,055 9.42% Mortgage loans 111,799,415 6,946,087 8.30% 97,408,542 5,916,896 8.12% ------------------------------------------- --------------------------------------- Total loans 132,176,672 8,419,384 8.51% 114,534,749 7,104,020 8.29% ------------------------------------------- --------------------------------------- TOTAL INTEREST EARNING ASSETS 183,149,395 $ 10,849,457 7.91% 174,327,159 $ 9,776,189 7.50% Cash and due from banks 3,711,221 3,992,844 Other assets 10,389,921 9,861,126 Allowance for loan and lease losses (1,250,718) (1,259,590) ------------------------------------------- ---------------------------------------- TOTAL ASSETS $ 195,999,819 $ 186,921,539 =========================================== ======================================== LIABILITIES Interest-bearing liabilities Other Borrowed Funds $ 6,703,378 $ 317,851 6.33% 4,945,055 209,106 5.65% Repurchase agreements 2,993,871 136,677 6.10% 321,617 7,113 2.96% Interest bearing checking 21,437,336 397,335 2.48% 20,213,283 393,367 2.60% Money market deposit accounts 18,658,988 443,023 3.17% 19,568,854 466,595 3.19% Time, $100,000 or more 15,339,657 641,622 5.59% 13,581,871 542,894 5.34% Other time deposits 51,407,010 2,019,186 5.25% 51,436,216 2,010,737 5.23% IRA deposits 15,629,861 615,648 5.26% 15,436,952 555,854 4.81% Savings deposits 18,874,399 412,205 2.92% 18,359,876 407,320 2.97% ------------------------------------------- --------------------------------------- TOTAL INTEREST BEARING LIABILITIES 151,044,500 $ 4,983,547 4.41% 143,863,724 $ 4,592,986 4.27% Demand deposits 20,700,969 20,002,122 Other liabilities 1,139,316 998,547 ------------------------------------------- --------------------------------------- Total liabilities 172,884,785 164,864,393 Stockholders' equity 23,115,034 22,057,146 ------------------------------------------- --------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 195,999,819 $ 186,921,539 =========================================== ======================================== Net interest income & interest rate spread $ 5,865,910 3.51% $ 5,183,203 3.23% Net interest income as a % of earning assets 4.28% 3.99% 1. All amounts are reported on a tax equivalent basis computed using the statutory federal income tax rate of 34%, exclusive of the alternative minimum tax rate and non deductible interest expense. 2. Loan fee income is included in interest income for each loan catagory and yields are stated to include all fees. 3. Balances of nonaccrual loans and related income have been included for computational purposes.
9 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is designed to provide a better understanding of the financial position of Shore Bancshares, Inc., and should be read in conjunction with the December 31, 1999 audited consolidated financial statements and notes thereto. Portions of this quarterly report on Form 10-Q contain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) with respect to the adequacy of the allowance for credit losses, interest rate risk, realization of deferred taxes, and liquidity levels, which, by their nature, are subject to significant uncertainties which are described in further detail in Item 1 of the Company's 1999 Form 10-K, under the heading "Risk Factors." The Company believes that the expectations reflected in such forward-looking statements are reasonable. However, because these uncertainties and the assumptions on which statements in this report are based, the actual future results may differ materially from those indicated in this report. ORGANIZATIONAL BACKGROUND On July 1, 1996, Shore Bancshares, Inc. (the Company) commenced operations as the parent company of its sole subsidiary, The Centreville National Bank of Maryland (the Bank), which has conducted the business of banking since 1876. Since the Bank is the primary asset of the Company, the assets and liabilities of the Company are comprised almost entirely of the assets and liabilities of the Bank. The same is true for the income and expense of the Company. RESULTS OF OPERATIONS OVERVIEW Net income increased 19.46% as of September 30, 2000 compared to the same nine months in 1999. The Company reported $1.9 million in net income for the nine months ended September 30, 2000 or $1.00 diluted earnings per share compared to the nine months ended September 30, 1999 net income of $1.6 million or $.84 diluted earnings per share. A $710 thousand increase in net interest income is the result of increasing interest rate spread and significant loan growth in the fourth quarter of 1999 and through the first nine months of 2000. The effects of the increasing interest rate environment continue to have a positive impact on net interest income. The Company experienced growth in total assets of $11.4 million or 5.97% and total loans of $7.7 million or 6.10% since December 31, 1999. Loan growth was funded through deposit growth and borrowed funds. Average earning assets continue to grow and reflect an increase of 5.06% as of September 30, 2000 compared to the prior year. The growth in earning assets contributed to an improved net interest income and reflects a 29 basis point increase in net interest margin compared to the end of the third quarter of 1999. The average balance of loans increased $17.6 million or 10.12% to $132.2 million as of September 30, 2000 compared to one year ago. Average demand deposits and interest bearing liabilities increased $7.9 million or 4.81% to $171.7 million as of September 30, 2000 compared to one year ago. Page 1 NET INTEREST INCOME and NET INTEREST MARGIN Net interest income is the principal source of earnings for a banking company. It represents the difference between interest and fees earned on the loan and investment portfolios and the interest paid on deposits and borrowings. As a result of the balance sheet growth, primarily from loan growth, the Bank's net interest income, on a fully tax-equivalent basis, increased $683 thousand or 13.17% in the nine months ended September 30, 2000 compared to the same period in 1999. The table titled "Average Balances, Yields and Rates" sets forth the major components of net interest income, on a tax equivalent basis, for September 30, 2000 and 1999. Interest rate spread is the difference between the average yield on interest earning assets and the average rate paid on interest bearing liabilities (deposits). Interest rate spread for the nine months ended September 30, 2000 and 1999 was 3.51%, and 3.23%, respectively. The rising interest rate environment improved yield on average earning assets 41 basis points as reflected in increased yields on variable rate assets, such as federal funds sold and commercial prime rate loans, and the reinvestment, at a higher rate, of the proceeds from investment securities sold in January 2000. Deposit rate increases were slower to impact the rate spread as noted by a yield on average interest bearing liabilities that remained unchanged as of June 30, 2000 compared to June 30, 1999. However, third quarter certificate of deposit promotions at premium rates and the use of borrowed funds increased the rate on average interest bearing liabilities to 4.41% as of September 30, 2000, a 14 basis point increase over the same period in 1999. The overall impact was a 28 basis point increase in interest rate spread. The 3.51% interest rate spread as of September 30, 2000 is also an increase from the December 31, 1999 interest rate spread of 3.30%. The balance sheet mix has changed slightly since year end. As a result of an increasing interest rate environment, the Company has experienced no calls of investment securities in 2000. Because deposits have grown at a more moderate rate than loans, the Company has reduced its federal funds sold and relied on federal funds borrowed, repurchase agreements and a Federal Home Loan Bank advance to fund loan growth. The cost of borrowed funds has been higher than the cost of core deposits. Loan rate increases late in 1999 and the first six months of 2000 as well as loan growth of $16.9 million since September 30, 1999 at these higher rates, improved loan yield to 8.51%, compared to 8.29% as of September 30, 1999 and 8.33% as of December 31, 1999, and improved total interest revenue (on a tax equivalent basis) $1.3 million or 18.52%. The average balances in each loan category have increased and total average loans outstanding have grown $17.6 million since September 30, 1999. Volume increases have improved interest income and prime rate increases in the third quarter of 1999 and first six months of 2000 have had a positive impact on earnings by repricing approximately $17 million of floating rate loans tied to prime. The interest rate environment has stabilized but the higher rates may continue to improve the Bank's interest rate spread and interest income. Average interest bearing transaction accounts increased as a result of adding the benefit of paying interest on the existing club accounts. Certificate of deposit specials for 15 and 23 months at premium rates and the Company's use of repurchase agreements and borrowed funds account for the majority of the increase in interest expense. The increased use of repurchase agreements and borrowed funds in 2000 accounted for $239 thousand of the $392 thousand additional interest expense as of September 30, 2000 compared to the same period in 1999. An increase in yield on interest bearing liabilities was limited to 14 basis points as a result of reduced yield in interest bearing checking, money market and savings deposit categories which offset the increased rate in certificates of deposit, borrowed funds, and repurchase agreements. Page 2 Net interest margin improved to 4.28% from 3.99% when comparing September 30, 2000 to September 30, 1999. Net interest margin is calculated as tax equivalent net interest income divided by average earning assets and represents the net yield on its earning assets. The net interest margin increase is the result of repricing as previously discussed. Management and the Board of Directors monitor interest rates on a regular basis to assess the Company's competitive position and to maintain a reasonable and profitable interest rate spread. The Company also considers the maturity distribution of loans, investments, and deposits and its effect on net interest income as interest rates rise and fall over time. PROVISION and ALLOWANCE FOR CREDIT LOSSES Through September 30, 2000, the Company recorded net charge offs of $12 thousand and through September 30, 1999, net charge offs of $114 thousand compared to net charge offs of $101 thousand for the year ended December 31, 1999. Internal loan review, in particular, is effective in identifying problem credits and in achieving timely recognition of potential and actual losses within the loan portfolio. Improved overall credit quality and increased collection efforts have also contributed to the low amount of net charge offs. Gross charge offs for the nine months ended September 30, 2000 amounted to $45 thousand, $164 thousand for the same period in 1999 and $229 thousand for the year ended 1999. Fifteen thousand of the charge off dollars recorded resulted from one commercial loan and $27 thousand were consumer installment loans. Efforts to collect charged off loans continue to be successful. Recoveries totaled $33 thousand and $18 thousand, respectively, in the nine months of 2000 and 1999 and $128 thousand for the year ended December 31, 1999. A $41 thousand provision for credit losses was recorded in the third quarter of 2000 increasing the total provision for the 2000 to $75 thousand. No provision for credit losses was charged to expense in 1999. The allowance for credit losses is maintained at a level believed adequate by management to absorb estimated probable credit losses. Management's quarterly evaluation of the adequacy of the allowance is based on analysis of the loan portfolio and its known and inherent risks, assessment of current economic conditions, diversification and size of the portfolio, adequacy of the collateral, past and anticipated loss experience and the amount of non-performing loans. The allowance for credit losses of $1.3 million as of September 30, 2000 and December 31, 1999 represents .97% and .98%, respectively, of gross loans. The percentage of allowance to gross loans outstanding is essentially unchanged from year end despite the increasing outstanding gross loans and is justified by low levels of classified loans. Past due loan levels (loans past due 30 days or more) have increased slightly as of December 31, 2000 from 1.03% of gross loans outstanding to 1.23% as of September 30, 2000. Past due loans consist primarily of loans secured by real estate. The loan portfolio consists of 56.2% loans secured by residential mortgage, 28.2% secured by commercial real estate, 9.0% commercial loans and 6.6% installment loans. Analysis by loan review supports adequacy of the allowance. In management's opinion, the allowance for credit losses is adequate as of September 30, 2000. See Note 2 in the Notes to Financial Statements. Page 3 NONINTEREST INCOME AND EXPENSE As of September 30, 2000, noninterest income reflects a $66 thousand decrease compared to September 30, 1999 primarily from a $49 thousand loss on the sale of available for sale investment securities compared to a $47 thousand gain as of September 30, 1999. The proceeds from the sold securities were invested in higher yielding government agency securities. The rise in service fees reflects higher return check charges and volume as well as the reinstatement of Super Now fees which were waived in 1998 and 1999. Noninterest expense, excluding taxes and provision for loan losses as of September 30, 2000 decreased $3 thousand compared to the same period last year. Salaries and benefits increased 3.33% compared to the same nine months of 1999 and reflects increased pay rates and insurance premiums. Premise and fixed asset expenses decreased $20 thousand as of September 30, 2000 compared to the same period in 1999 and was offset by a $36 thousand increase in other overhead expenses. INVESTMENT SECURITIES Investment securities classified as available for sale are held for an indefinite period of time and may be sold in response to changing market and interest rate conditions as part of the asset/liability management strategy. Available for sale securities are carried at market value, with unrealized gains and losses excluded from earnings and reported as accumulated other comprehensive income, a separate component of stockholders' equity net of income taxes. Investment securities classified as held to maturity are those that management has both the positive intent and ability to hold to maturity, and are reported at amortized cost. The Company does not currently follow a strategy of making securities purchases with a view to near-term sales, and, therefore, does not own trading securities, nor are derivatives used as investments. The Company manages the investment portfolios within policies which seek to achieve desired levels of liquidity, manage interest rate sensitivity risk, meet earnings objectives, and provide required collateral support for deposit activities. Total investment securities amounted to $49.0 million and $50.9 million as of September 30, 2000 and December 31, 1999, respectively. The relatively stable level of investments in securities resulted primarily from limited maturities and calls and the investment of funds from deposit growth and federal funds sold to support loan growth. Excluding the U.S. Government and U.S. Government sponsored agencies, the Company had no concentrations of investment securities from any single issuers that exceeded 10% of stockholders' equity. LOAN PORTFOLIO The Bank is actively engaged in originating loans to customers in Queen Anne's, Caroline, Kent and Talbot Counties. The Company has policies and procedures designed to mitigate credit risk and to maintain the quality of the loan portfolio. These policies include underwriting standards for new credits as well as the continuous monitoring and reporting of asset quality and the adequacy of the allowance for credit losses. These policies, coupled with continuous training efforts, have provided effective checks and balances for the Page 4 risk associated with the lending process. Total gross loans as of September 30, 2000 have grown approximately $7.7 million since December 31, 1999. Residential and commercial mortgage loans, accounted for approximately $5.6 million of the increase. Loan growth is attributed to new product development and growth in the local economy. In addition, an active officer calling program supported by increased marketing efforts are showing signs of success. The Company had no loan concentrations exceeding 10% of total loans which are not otherwise disclosed. The Company policy is to make the majority of its loan commitments in the market area it serves. The Company attempts to reduce risk through its management's familiarity with the credit histories of loan applicants and in-depth knowledge of the risk to which a given credit is subject. Lending in a limited market area does subject the Company to economic conditions of that market area. The Company had no foreign loans in its portfolio as of September 30, 2000. It is the policy of the Bank to place a loan in non-accrual status whenever there is substantial doubt about the ability of a borrower to pay principal or interest on any outstanding credit. Management considers such factors as payment history, the nature of the collateral securing the loan and the overall economic situation of the borrower when making a non-accrual decision. Non-accrual loans are closely monitored by management . A non-accruing loan is restored to current status when the prospects of future contractual payments are no longer in doubt. The following table summarizes past due and non-performing assets of the Company. September 30, December 31, 2000 1999 ------------- ------------ Non-accrual loans $ 190 $ 1,047 Loans past due 90 days or more And still accruing interest 204 187 Other real estate owned -- 63 ----- ------- Total non-performing assets $ 394 $ 1,297 ===== ======= DEPOSITS Deposit liabilities as of September 30, 2000 increased 6.44% compared to December 31, 1999. The increases were noted in business escrow deposits and consumer deposits. Interest bearing transaction accounts reflect approximately $1.3 million in Club checking accounts which were transferred from noninterest bearing demand deposits as a result of a product feature change. Time deposits increased $8.1 million primarily as a result of third quarter certificate of deposit promotions at premium rates. The Company continues to experience strong competition from other commercial banks, credit unions, the stock market and mutual funds. The Company has no foreign banking offices. Page 5 LONG-TERM BORROWINGS Long-term borrowings consists of an advance from the Federal Home Loan Bank of Atlanta of $5,000,000. See Note 3 in the Notes to Financial Statements. LIQUIDITY MANAGEMENT Liquidity describes the ability of Shore Bancshares, Inc. and its subsidiary, The Centreville National Bank of Maryland to meet financial obligations that arise out of the ordinary course of business. Liquidity is primarily needed to meet borrowing and deposit withdrawal requirements of the customers of the Bank and to fund current and planned expenditures. The Company maintains its asset liquidity position internally through short term investments, the maturity distribution of the investment portfolio, loan repayments and income from earning assets. As indicated by the Consolidated Statements of Cash Flows, the primary sources of cash flow through the end of the third quarter of 2000 was the maturity of investment securities and deposit growth and proceeds from borrowed funds. A substantial portion of the investment portfolio contains readily marketable securities that could be converted to cash immediately. On the liability side of the balance sheet, liquidity is affected by the timing of maturing deposits and the ability to generate new deposits or borrowings as needed. Other sources are available through borrowings from the Federal Reserve Bank and from lines of credit approved at correspondent banks. Management knows of no trend or event which will have a material impact on the Bank's ability to maintain liquidity at satisfactory levels. MARKET RISK MANAGEMENT Market risk is the risk of loss that arises from changes in interest rates, foreign currency exchange prices, commodity prices, equity prices, and other market changes that affect market sensitive financial instruments. The market risk for the Company is composed primarily of interest rate risk, which is the exposure of the Bank's earnings and capital arising from future interest rate changes. This risk is a normal part of the banking business because assets and liabilities do not reprice at the same rate, nor do they move to the same degree when interest rates change. In addition, the maturity distribution of the Bank's assets and liabilities do not match for given periods of time. The Bank's interest rate sensitivity position is managed to maintain an appropriate balance between the maturity and repricing characteristics of assets and liabilities that is consistent with the Bank's liquidity, growth, earnings and capital adequacy goals. The Board of Directors has adopted an Asset / Liability Management Policy, which is administered by the Asset / Liability Committee. The Committee is responsible for monitoring the Bank's interest rate sensitivity position and recommending policies to the Board of Directors to limit exposure to interest rate risk while maximizing net interest income. The Bank uses earnings simulation modeling to measure the effect specific rate changes would have on one year of net interest income. Key assumptions include calls and maturities of investment securities, depositors' rate sensitivity, maturity dates of fixed rate loans and investment securities and repricing date of variable rate loans. As with any method of gauging risk, there are inherent shortcomings and actual results may deviate significantly from assumptions used in the model. Actual results will differ from simulated results due to timing, magnitude and frequency of interest-rate changes as well as changes in market conditions and management strategies. At September 30, 2000 the Bank's estimated earnings sensitivity profile reflected a modest sensitivity to interest rate changes. Based on an assumed 200 basis point immediate change in interest rates the Bank's net interest income would decrease by $235 thousand if rates were to increase by that amount and net interest income would increase $260 thousand if rates would decline a similar amount. Page 6 CAPITAL RESOURCES AND ADEQUACY Total stockholders' equity increased $1.2 million to $23.8 million as of September 30, 2000 compared to $22.6 million as of December 31,1999. Earnings of $1.9 million added to shareholders' equity. Dividends paid reduced stockholders' equity $823 thousand offset by the decrease in unrealized loss in available for sale securities of $122 thousand which is included in accumulated other comprehensive income. One measure of capital adequacy is the leverage capital ratio which is calculated by dividing average total assets for the most recent quarter into Tier 1 capital. The regulatory minimum for this ratio is 4%. The leverage capital ratio at the Company level at September 30, 2000 was 11.38% and at December 31, 1999 was 11.05%. Another measure of capital adequacy is the risk based capital ratio or the ratio of total capital to risk adjusted assets. Total capital is composed of both core capital (Tier 1) and supplemental capital (Tier 2) including adjustments for off balance sheet items such as letters of credit and taking into account the different degrees of risk among various assets. Regulators require a minimum total risk based capital ratio of 8%. The Company's ratio at September 30, 2000 was 19.34% and at December 31, 1999 was 19.78%. According to FDIC capital guidelines, the Company is considered to be "Well Capitalized." In the first quarter of 1999 the Office of the Comptroller of the Currency approved two new branches for The Centreville National Bank of Maryland. One branch site is at the corner of Sharp Road and Route 404 in Denton, Maryland, Caroline County. The second location, at the corner of Route 18 / Piney Creek Road and Castle Marina Road in Chester, Maryland, is an additional Queen Anne's County site. Increased building cost caused the reevaluation of construction timetables and the Board of Directors has reviewed the expansion plans. Branch completion dates are estimated to be the first quarter of 2001. Upon completion of the branches, the opportunity cost of the funds invested in the branches, operating costs and depreciation expense is expected to have a negative impact on earnings in the short term until the long term growth of the branch improves profitability. Management knows of no other trend or event, which will have a material impact on capital. Page 7 FUTURE TRENDS This is a Year 2000 Readiness Disclosure under the Year 2000 Information and Readiness Disclosure Act of 1998. The "Year 2000 Issue," which was applicable to most corporations, including banks, is a general term used to describe the problems that may result from the improper processing of dates and date-sensitive calculations for the Year 2000 date rollover. This issue resulted from the fact that many of the world's existing computer programs use only two digits to identify the year in the date field of a program. These programs could experience serious malfunctions when the last two digits of the year change to "00" as a result of identifying a year designated "00" as the year 1900 rather than the Year 2000. The Company completed contingency plans to provide operating alternatives for continuation of services to the Company's customers for systems that did not process information reliably and accurately after December 31, 1999. Management has successfully managed the transition to the new century and considers problems unlikely. However, problems with noncompliant third party vendors could appear, but none are expected. Therefore Management continues to monitor all business processes to ensure they continue to operate properly. RECENT DEVELOPMENTS On July 25,2000 the Company entered into a Plan and Agreement to Merge with Talbot Bancshares, Inc., a Maryland corporation ("Talbot Bancshares"), which provides for Talbot Bancshares to merge with and into the Company (the "Merger") in a pooling-of-interests transaction. Upon completion of the Merger, the Company will be the surviving entity. The Merger is conditioned upon, among other things, the approvals of stockholders of the Company and of Talbot Bancshares and receipt of certain bank regulatory approvals. A shareholder meeting is scheduled for November 21, 2000. Approval has been obtained from the Securities and Exchange Commission and the Federal Reserve. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK For information regarding the market risk of the Company's financial instruments, see "Management Discussion and Analysis of Results of Operation and Financial Condition - Market Risk Management." The Company's principal market risk exposure is to interest rates. Page 8 PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K A. Exhibits Required by Item 601 of Regulation S-K are set forth below: (2.1) Plan and Agreement to Merge, dated July 25, 2000, by and between Shore Bancshares Inc., and Talbot Bancshares, Inc. is incorporated by reference from the Company's Current Report on Form 8-K, filed with the Commission on July 31, 2000. (3) Charter and Bylaws (3.1) Articles of Amendment and Restatement of the Company are incorporated by reference from the Company's June 30, 1998 Form 10-Q, filed with the Commission on August 13, 1998. (3.2) Bylaws of the Company as amended and restated on April 20, 1999 and amended on July 25, 2000, are incorporated by reference from the Company's Registration Statement on Form S-4 filed with the Commission September 29, 2000 (Registration No. 333-46890). (10.1) 1998 Employee Stock Purchase Plan is incorporated by reference from the Company's Registration Statement on Form S-8 filed with the Commission on September 25, 1998 (Registration No. 333-64317). (10.2) 1998 Stock Option Plan is incorporated by reference from the Company's Registration Statement on Form S-8 filed with the Commission on September 25, 1998 (Registration No. 333-64319). (13) 1999 Annual Report filed with the Commission on March 30, 2000 (Registration No.0- 22345). (21) List of Subsidiaries is incorporated by reference from the Company's Form 10, filed with the Commission on April 3, 1997, and Form 10/A, filed with the Commission on May 30, 1997 (Registration No. 0-22523) (27) Financial Data Schedule for September 30, 2000 is filed electronically here within via EDGAR. B. Reports on Form 8-K On July 31, 2000, a Current Report on Form 8-K was filed pursuant to Items 5 and 7 announcing that Shore Bancshares, Inc. entered into a Plan and Agreement to Merge (the "Merger Agreement") with Talbot Bancshares, Inc, dated July 25, 2000, under which Talbot Bancshares, Inc. will merge with and into Shore Bancshares, Inc. SIGNATURES Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 8, 2000 SHORE BANCSHARES, INC. /S/ DANIEL T. CANNON -------------------- DANIEL T. CANNON President /S/ CAROL I. BROWNAWELL ----------------------- CAROL I. BROWNAWELL, CPA Treasurer EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
9 DEC-31-2000 DEC-31-2000 9-MOS 7,999 24 1,449 0 32,081 16,958 16,718 134,761 1,311 202,560 172,516 0 1,223 5,000 19 0 0 23,821 202,560 8,503 2,207 71 10,781 4,529 4,984 5,797 75 (49) 3,546 2,972 2,972 0 0 1,915 1.00 1.00 4.28 190 204 270 2,574 1,248 45 33 1,311 1,311 0 80
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