EXHIBIT
99.1
RISK
FACTORS
The
following factors may impact the business, financial condition and results of
operations of Shore Bancshares, Inc. and should be considered carefully in
evaluating an investment in shares of common stock of Shore Bancshares, Inc.
Shore Bancshares, Inc. and, as the context requires, its subsidiaries are
sometimes referred to in these Risk Factors as “the Company”, “we”, “us”, and
“our”.
Our
Future Depends on the Successful Growth of Our
Subsidiaries
The
Company’s primary business activity for the foreseeable future will be to act as
the holding company of The Talbot Bank of Easton, Maryland, The Centreville
National Bank of Maryland, The Felton Bank, and our other subsidiaries.
Therefore, our future profitability will depend on the success and growth of
these subsidiaries. In the future, part of our growth may come from buying other
banks and buying or establishing other companies. Such entities may not be
profitable after they are purchased or established, and they may lose money,
particularly at first. A new bank or company may bring with it unexpected
liabilities, bad loans, or bad employee relations, or the new bank or company
may lose customers.
A
Majority of Our Business is Concentrated in Maryland; A Significant Amount of
Our Business is Concentrated in Real Estate Lending
A
majority of our customers are Maryland residents. Therefore, a decline in local
economic conditions may have a greater effect on our earnings and capital than
on the earnings and capital of larger financial institutions whose loan
portfolios are geographically diverse. Further, our bank subsidiaries make many
real estate secured loans, which are in greater demand when interest rates are
low and economic conditions are good. Even when economic conditions are good and
interest rates are low, these conditions may not continue. Additionally, the
market values of the real estate securing these loans may deteriorate, and we
may lose money if a borrower fails to repay a real estate loan.
Our
Bank Subsidiaries May Experience Loan Losses in Excess of Their
Allowances
The risk
of credit losses on loans varies with, among other things, general economic
conditions, the type of loan being made, the creditworthiness of the borrower
over the term of the loan and, in the case of a collateralized loan, the value
and marketability of the collateral for the loan. Management bases the allowance
for loan losses upon, among other things, historical experience, an evaluation
of economic conditions and regular reviews of delinquencies and loan portfolio
quality. Based upon such factors, management makes various assumptions and
judgments about the ultimate collectability of the loan portfolio and provides
an allowance for loan losses based upon a percentage of the outstanding balances
and for specific loans when their ultimate collectability is considered
questionable. If management’s assumptions and judgments prove to be incorrect
and the allowance for loan losses is inadequate to absorb future losses, or if
the bank regulatory authorities, as a part of their examination process, require
our bank subsidiaries to increase their respective allowance for loan losses,
our earnings and capital could be significantly and adversely affected. Although
management uses the best information available to make determinations with
respect to the allowance for loan losses, future adjustments may be necessary if
economic conditions differ substantially from the assumptions used or adverse
developments arise with respect to our non-performing or performing loans.
Material additions to the allowance for loan losses of one of our bank
subsidiaries would result in a decrease in that bank’s net income and capital
and could have a material adverse effect on us.
Interest
Rates and Other Economic Conditions Will Impact Our Results of
Operations
Results
of operations for financial institutions, including the Company and its
subsidiaries, may be materially and adversely affected by changes in prevailing
economic conditions, including declines in real estate values, rapid changes in
interest rates and the monetary and fiscal policies of the federal government.
Our profitability is in part a function of the spread between the interest rates
earned on assets and the interest rates paid on deposits and other
interest-bearing liabilities (i.e., net
interest income), including advances from the Federal Home Loan Bank of Atlanta.
Interest rate risk arises from mismatches (i.e., the
interest sensitivity gap) between the dollar amount of repricing or maturing
assets and liabilities and is measured in terms of the ratio of the interest
rate sensitivity gap to total assets. More assets repricing or maturing than
liabilities over a given time period is considered asset-sensitive and is
reflected as a positive gap, and more liabilities repricing or maturing than
assets over a given time period is considered liability-sensitive and is
reflected as negative gap. An asset-sensitive position (i.e., a
positive gap) could enhance earnings in a rising interest rate environment and
could negatively impact earnings in a falling interest rate environment, while a
liability-sensitive position (i.e., a
negative gap) could enhance earnings in a falling interest rate environment and
negatively impact earnings in a rising interest rate environment. Fluctuations
in interest rates are not predictable or controllable. We have attempted to
structure our asset and liability management strategies to mitigate the impact
on net interest income of changes in market interest rates, but there can be no
assurance that these attempts will be successful in the event of such changes.
Our
Ability to Pay Dividends is Limited
Holders
of shares of common stock of Shore Bancshares, Inc. are entitled to dividends
if, when, and as declared by our Board of Directors out of funds legally
available for that purpose. Our current ability to pay dividends to stockholders
is largely dependent upon the receipt of dividends from our bank subsidiaries.
Both federal and state laws impose restrictions on the ability of banks to pay
dividends. Federal law prohibits the payment of a dividend by an insured
depository institution if the depository institution is considered
“undercapitalized” or if the payment of the dividend would make the institution
“undercapitalized”. For a Maryland state-chartered bank, dividends may be paid
out of undivided profits or, with the prior approval of the Maryland
Commissioner of Financial Regulation (the “Maryland Commissioner”), from surplus
in excess of 100% of required capital stock. If, however, the surplus of a
Maryland bank is less than 100% of its required capital stock, then cash
dividends may not be paid in excess of 90% of net earnings. National banking
associations are generally limited, subject to certain exceptions, to paying
dividends out of undivided profits. For a Delaware state-chartered bank,
dividends may be paid out of net profits, but only if its surplus fund is equal
to or greater than 50% of its required capital stock. If a Delaware bank’s
surplus is less than 100% of capital stock when it declares a dividend, then it
must carry 25% of its net profits of the preceding period for which the dividend
is paid to its surplus fund until the surplus amounts to 100% of its capital
stock. In addition to these specific restrictions, bank regulatory agencies also
have the ability to prohibit proposed dividends by a financial institution that
would otherwise be permitted under applicable regulations if the regulatory body
determines that such distribution would constitute an unsafe or unsound
practice. Because of these limitations, there can be no guarantee that our Board
of Directors will declare dividends in any fiscal quarter.
The
Market Value of Our Investments Could Decline
As of
December 31, 2004, we had classified 87% of our investment securities as
available-for-sale pursuant to Statement of Financial Accounting Standards No.
115 (“SFAS 115”) relating to accounting for investments. SFAS 115 requires that
unrealized gains and losses in the estimated value of the available-for-sale
portfolio be “marked to market” and reflected as a separate item in
stockholders’ equity (net of tax) as accumulated other comprehensive income. The
remaining investment securities are classified as held-to-maturity in accordance
with SFAS 115, and are stated at amortized cost.
In the
past, gains on sales of investment securities have not been a significant source
of income for us. There can be no assurance that future market performance of
our investment portfolio will enable us to realize income from sales of
securities. Stockholders’ equity will continue to reflect the unrealized gains
and losses (net of tax) of these investments. There can be no assurance that the
market value of our investment portfolio will not decline, causing a
corresponding decline in stockholders’ equity.
Management
believes that several factors will affect the market values of our investment
portfolio. These include, but are not limited to, changes in interest rates or
expectations of changes, the degree of volatility in the securities markets,
inflation rates or expectations of inflation and the slope of the interest rate
yield curve (the yield curve refers to the differences between shorter-term and
longer-term interest rates; a positively sloped yield curve means shorter-term
rates are lower than longer-term rates). Also, the passage of time will affect
the market values of our investment securities, in that the closer they are to
maturing, the closer the market price should be to par value. These and other
factors may impact specific categories of the portfolio differently, and
management cannot predict the effect these factors may have on any specific
category.
The
Banking Industry is Heavily Regulated; Significant Regulatory Changes Could
Adversely Affect Our Operations
Our
operations are and will be affected by current and future legislation and by the
policies established from time to time by various federal and state regulatory
authorities. The Company is subject to supervision by the FRB; the Talbot Bank
of Easton, Maryland is subject to supervision and periodic examination by the
Maryland Commissioner and the Federal Deposit Insurance Corporation (“FDIC”);
The Centreville National Bank of Maryland is subject to supervision and periodic
examination by the Office of the Comptroller of the Currency and the FDIC; and
The Felton Bank is subject to supervision and periodic examination by the
Delaware State Bank Commissioner and the FDIC. Banking regulations, designed
primarily for the safety of depositors, may limit a financial institution’s
growth and the return to its investors by restricting such activities as the
payment of dividends, mergers with or acquisitions by other institutions,
investments, loans and interest rates, interest rates paid on deposits,
expansion of branch offices, and the offering of securities or trust services.
Our bank subsidiaries are also subject to capitalization guidelines established
by federal law and could be subject to enforcement actions to the extent that
those banks are found by regulatory examiners to be undercapitalized. It is not
possible to predict what changes, if any, will be made to existing federal and
state legislation and regulations or the effect that such changes may have on
our future business and earnings prospects, as well as those of our bank
subsidiaries. Management also cannot predict the nature or the extent of the
effect on our business and earnings of future fiscal or monetary policies,
economic controls, or new federal or state legislation. Further, the cost of
compliance with regulatory requirements may adversely affect our ability to
operate profitably.
We
Operate in a Competitive Market
We
operate in a competitive environment, competing for loans, deposits, insurance
products and customers with commercial banks, savings associations and other
financial entities. Competition for deposits comes primarily from other
commercial banks, savings associations, credit unions, money market and mutual
funds and other investment alternatives. Competition for loans comes primarily
from other commercial banks, savings associations, mortgage banking firms,
credit unions and other financial intermediaries. Competition for other
products, such as insurance and securities products, comes from other banks,
securities and brokerage companies, insurance companies, insurance agents and
brokers, and other nonbank financial service providers in our market areas. Many
of these competitors are much larger in terms of total assets and
capitalization, have greater access to capital markets, and/or offer a broader
range of financial services than those offered by us. In addition, banks with a
larger capitalization and financial intermediaries not subject to bank
regulatory restrictions have larger lending limits and are thereby able to serve
the needs of larger customers. Finally, our growth and profitability will depend
upon our ability to attract and retain skilled managerial, marketing and
technical personnel. Competition for qualified personnel in the financial
services industry is intense, and there can be no assurance that we will be
successful in attracting and retaining such personnel.
We
May be Subject to Claims
We may
from time to time be subject to claims from customers for losses due to alleged
breaches of fiduciary duties, errors and omissions of employees, officers and
agents, incomplete documentation, the failure to comply with applicable laws and
regulations, or many other reasons. Also, our employees may knowingly or
unknowingly violate laws and regulations. Management may not be aware of any
violations until after their occurrence. This lack of knowledge may not insulate
us from liability. Claims and legal actions may result in legal expenses and
liabilities that may reduce our profitability and hurt our financial condition.
The
Shares of Our Common Stock are Not Heavily Traded
The
shares of common stock of Shore Bancshares, Inc. are listed on the Nasdaq Small
Cap Market and are not heavily traded. Stock that is not heavily traded can be
more volatile than stock trading in an active public market. Factors such as our
financial results, the introduction of new products and services by us or our
competitors, and various factors affecting the banking industry generally may
have a significant impact on the market price of the shares our common stock.
Management cannot predict the extent to which an active public market for our
common stock will develop or be sustained in the future. In recent years, the
stock market has experienced a high level of price and volume volatility, and
market prices for the stock of many companies have experienced wide price
fluctuations that have not necessarily been related to their operating
performance. Therefore, our stockholders may not be able to sell their shares at
the volumes, prices, or times that they desire.
The
Shares of Our Common Stock are Not Insured
Investments
in the shares of common stock of Shore Bancshares, Inc. are not deposits and are
not insured against loss by the government.
We
May be Adversely Affected by Recent Legislation
The
federal Gramm-Leach-Bliley Act (“GLBA”) was signed into law on November 12,
1999. Among other things, this law repeals restrictions on banks affiliating
with securities firms. It also permits bank holding companies that become
financial holding companies to engage in additional financial activities,
including insurance and securities underwriting and agency activities, merchant
banking, and insurance company portfolio investment activities that are
currently not permitted for bank holding companies. GLBA may have the result of
increasing the competition that the Company faces from larger banks and other
companies. It is not possible to predict the full effect that GLBA will have on
us. In addition, recent changes in other federal banking laws facilitate
interstate branching and merger activity among banks. Such changes may result in
an even greater degree of competition in the banking industry, and we may be
brought into competition with institutions with which we do not presently
compete. From time to time other changes are proposed to laws affecting the
banking industry, and these changes could have a material effect on our business
and prospects. Our future profitability may be adversely affected by increased
competition resulting from this legislation.
We
May Not be Able to Keep Pace with Developments in
Technology
We use
various technologies in our business, including telecommunication, data
processing, computers, automation, internet-based banking, and debit cards.
Technology changes rapidly. Our ability to compete successfully with other banks
and non-bank entities may depend on whether we can exploit technological
changes. We may not be able to exploit technological changes, and any investment
we do make may not make us more profitable.
Our
Articles of Incorporation and Bylaws and Maryland Law May Discourage a Corporate
Takeover
The
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws
of Shore Bancshares, Inc. contain certain provisions designed to enhance the
ability of the Board of Directors to deal with attempts to acquire control of
Shore Bancshares, Inc. These provisions provide for the classification of the
Board into three classes; directors of each class generally serve for staggered
three-year periods. No director may be removed except for cause and then only by
a vote of at least two-thirds of the total eligible stockholder votes. In
addition, Maryland law contains anti-takeover provisions that apply to Shore
Bancshares, Inc. Although these provisions do not preclude a takeover, they may
have the effect of discouraging a future takeover attempt which would not be
approved by the Board of Directors, but pursuant to which stockholders might
receive a substantial premium for their shares over then-current market prices.
As a result, stockholders who might desire to participate in such a transaction
might not have the opportunity to do so. Such provisions will also render the
removal of the Board of Directors and of management more difficult and,
therefore, may serve to perpetuate current management. As a result of the
foregoing, such provisions could potentially adversely affect the market price
of the shares of common stock of Shore Bancshares, Inc.