UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q/A
(Amendment No. 1)
Q | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2012
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 East 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.
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 R No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes R 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. (Check one):
Large accelerated filer | £ | Accelerated filer | R |
Non-accelerated filer | £ | Smaller reporting company | £ |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No R
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,457,359 shares of common stock outstanding as of July 31, 2012.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A to the Quarterly Report of Shore Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2012, initially filed with the Securities and Exchange Commission on August 9, 2012 (the “Original Filing”), is being filed as an exhibit-only filing for the purpose of furnishing the Interactive Data Files that are required by Item 601(b)(101) of Regulation S-K and Rule 405 of Regulation S-T. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 is required to be furnished by amendment within 30 days of the filing date of the Original Report. The Company’s Interactive Data Files are furnished herewith as Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE. No other changes have been made to the Original Filing, and, except as amended hereby, the Original Filing remains in effect as of the filing date thereof. This Amendment No. 1 does not purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Filing. New certifications by the Company’s principal executive officer and principal accounting officer are not required to be filed or furnished with this Amendment No. 1.
2 |
PART II – OTHER INFORMATION
Item 6. Exhibits.
The exhibits filed or furnished with this quarterly report are shown on the Exhibit List that follows the signatures to this report, which list is incorporated herein by reference.
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: August 14, 2012 | By: | /s/ W. Moorhead Vermilye |
W. Moorhead Vermilye | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
3 |
EXHIBIT INDEX
Exhibit | |
Number | Description |
31.1 | Certifications of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act(1). |
31.2 | Certifications of the Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act(1). |
32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act(2). |
101.INS | XBRL Instance File (furnished herewith). |
101.SCH | XBRL Label File (furnished herewith). |
101.CAL | XBRL Calculation File (furnished herewith). |
101.DEF | XBRL Definition File (furnished herewith). |
101.LAB | XBRL Label File (furnished herewith). |
101.PRE | XBRL Presentation File (furnished herewith). |
(1) Filed with the Original Filing
(2) Furnished with the Original Filing
4 |
Loans and allowance for credit losses (Details 4) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Current | $ 748,133 | $ 760,733 |
30-59 days past due | 6,517 | 17,198 |
60-89 days past due | 3,831 | 9,026 |
90 days or more past due | 3,519 | 2,723 |
Total past due | 13,867 | 28,947 |
Non accrual | 47,958 | 51,370 |
Total | 809,958 | 841,050 |
Current | 92.40% | 90.50% |
30-59 days past due | 0.80% | 2.00% |
60-89 days past due | 0.50% | 1.10% |
90 days or more past due | 0.40% | 0.30% |
Total past due | 1.70% | 3.40% |
Non accrual | 5.90% | 6.10% |
Commercial Loan [Member]
|
||
Current | 61,278 | 64,581 |
30-59 days past due | 46 | 1,350 |
60-89 days past due | 9 | 1,819 |
90 days or more past due | 62 | 66 |
Total past due | 117 | 3,235 |
Non accrual | 1,609 | 1,669 |
Total | 63,004 | 69,485 |
Consumer Loan [Member]
|
||
Current | 13,837 | 14,492 |
30-59 days past due | 51 | 112 |
60-89 days past due | 23 | 6 |
90 days or more past due | 184 | 1 |
Total past due | 258 | 119 |
Non accrual | 55 | 28 |
Total | 14,150 | 14,639 |
Residential Real Estate [Member]
|
||
Current | 279,299 | 289,459 |
30-59 days past due | 4,133 | 4,417 |
60-89 days past due | 1,029 | 5,291 |
90 days or more past due | 1,232 | 2,331 |
Total past due | 6,394 | 12,039 |
Non accrual | 20,400 | 20,106 |
Total | 306,093 | 321,604 |
Commercial Real Estate [Member]
|
||
Current | 297,782 | 289,760 |
30-59 days past due | 2,287 | 10,073 |
60-89 days past due | 1,898 | 1,594 |
90 days or more past due | 2,041 | 0 |
Total past due | 6,226 | 11,667 |
Non accrual | 11,636 | 14,012 |
Total | 315,644 | 315,439 |
Construction Loans [Member]
|
||
Current | 95,937 | 102,441 |
30-59 days past due | 0 | 1,246 |
60-89 days past due | 872 | 316 |
90 days or more past due | 0 | 325 |
Total past due | 872 | 1,887 |
Non accrual | 14,258 | 15,555 |
Total | $ 111,067 | $ 119,883 |
Financial Instruments with Off-Balance Sheet Risk (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Commitments to extend credit | $ 146,547 | $ 136,222 |
Letters of credit | 12,013 | 11,311 |
Total | $ 158,560 | $ 147,533 |
Stock-Based Compensation (Details Textual) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended |
---|---|---|---|
Mar. 31, 2012
|
Jun. 30, 2012
|
Dec. 31, 2011
|
|
Investment Options, Exercise Price | $ 6.64 | ||
Percentage of After Two Years Grants | 50.00% | ||
Percentage of After Three Years Grants | 50.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award Estimated Fair Value of Stock Price | $ 5.98 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 11 months 0 days | 9 years 8 months 0 days | 0 years |
Option Plan 1998 [Member]
|
|||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Terminated in Period, Gross | 7,125 | ||
Share-based Compensation Shares Authorized Under Stock Option Plans Expire Period | 10 years | ||
Equity Plan 2006 [Member]
|
|||
Share-based Compensations Arrangements Share-based Payment Award Number of Additional Shares Authorized | 54,216 |
Segment Reporting (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
|
Interest income | $ 11,692 | $ 12,735 | $ 23,548 | $ 25,453 | |
Interest expense | (2,659) | (2,793) | (5,320) | (5,649) | |
Provision for credit losses | (3,525) | (5,395) | (11,895) | (11,785) | |
Noninterest income | 4,577 | 4,381 | 9,151 | 8,776 | |
Noninterest expense | (9,663) | (9,194) | (20,161) | (19,085) | |
Net intersegment (expense) income | 0 | 0 | |||
(Loss) income before taxes | 422 | (266) | (4,677) | (2,290) | |
Income tax benefit (expense) | (129) | 33 | 1,934 | 974 | |
Net (loss) income | 293 | (233) | (2,743) | (1,316) | |
Total assets | 1,175,333 | 1,124,191 | 1,175,333 | 1,124,191 | 1,158,193 |
Community Banking [Member]
|
|||||
Interest income | 23,509 | 25,387 | |||
Interest expense | (5,309) | (5,628) | |||
Provision for credit losses | (11,895) | (11,785) | |||
Noninterest income | 3,706 | 3,422 | |||
Noninterest expense | (12,157) | (11,390) | |||
Net intersegment (expense) income | (2,687) | (2,876) | |||
(Loss) income before taxes | (4,833) | (2,870) | |||
Income tax benefit (expense) | 2,001 | 1,220 | |||
Net (loss) income | (2,832) | (1,650) | |||
Total assets | 1,156,644 | 1,102,389 | 1,156,644 | 1,102,389 | |
Insurance Products and Services [Member]
|
|||||
Interest income | 39 | 66 | |||
Interest expense | 0 | 0 | |||
Provision for credit losses | 0 | 0 | |||
Noninterest income | 5,395 | 5,284 | |||
Noninterest expense | (4,967) | (4,743) | |||
Net intersegment (expense) income | (257) | (244) | |||
(Loss) income before taxes | 210 | 363 | |||
Income tax benefit (expense) | (89) | (154) | |||
Net (loss) income | 121 | 209 | |||
Total assets | 16,903 | 18,933 | 16,903 | 18,933 | |
Parent Company [Member]
|
|||||
Interest income | 0 | 0 | |||
Interest expense | (11) | (21) | |||
Provision for credit losses | 0 | 0 | |||
Noninterest income | 50 | 70 | |||
Noninterest expense | (3,037) | (2,952) | |||
Net intersegment (expense) income | 2,944 | 3,120 | |||
(Loss) income before taxes | (54) | 217 | |||
Income tax benefit (expense) | 22 | (92) | |||
Net (loss) income | (32) | 125 | |||
Total assets | $ 1,786 | $ 2,869 | $ 1,786 | $ 2,869 |
Stock-Based Compensation (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
|
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share Based Compensation [Text Block] | The following tables provide information on stock-based compensation expense for the first three and six months of 2012 and 2011.
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Schedule of Nonvested Share Activity [Table Text Block] | The following table summarizes restricted stock award activity for the Company under the 2006 Equity Plan for the six months ended June 30, 2012.
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Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity for the Company under the 2006 Equity Plan for the six months ended June 30, 2012.
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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following weighted average assumptions were used as inputs to the Black-Scholes valuation model for options granted in 2012.
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Other Assets (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
||||
---|---|---|---|---|---|---|
Nonmarketable investment securities | $ 2,874 | $ 2,866 | ||||
Insurance premiums receivable | 563 | 876 | ||||
Accrued interest receivable | 3,644 | 3,933 | ||||
Income taxes receivable | 2,711 | 719 | ||||
Deferred income taxes | 8,113 | 9,036 | ||||
Interest rate caps | 68 | [1] | 250 | [1] | ||
Prepaid expenses | 3,060 | 3,641 | ||||
Other assets | 6,010 | 5,399 | ||||
Total | $ 27,043 | $ 26,720 | ||||
|
Loans and allowance for credit losses (Details 2) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Troubled Debt Restructurings [Member]
|
||
Number of contract | 62 | 50 |
Premodification outstanding recorded investment | $ 57,372 | $ 40,395 |
Postmodification outstanding recorded investment | 42,218 | 37,142 |
Troubled Debt Restructurings That Subsequently Defaulted [Member]
|
||
Number of contract | 23 | 18 |
Recorded investment | 13,082 | 14,862 |
Commercial Loan [Member] | Troubled Debt Restructurings [Member]
|
||
Number of contract | 2 | 1 |
Premodification outstanding recorded investment | 125 | 69 |
Postmodification outstanding recorded investment | 114 | 69 |
Commercial Loan [Member] | Troubled Debt Restructurings That Subsequently Defaulted [Member]
|
||
Number of contract | 1 | 0 |
Recorded investment | 46 | 0 |
Consumer Loan [Member] | Troubled Debt Restructurings [Member]
|
||
Number of contract | 1 | 0 |
Premodification outstanding recorded investment | 30 | 0 |
Postmodification outstanding recorded investment | 28 | 0 |
Consumer Loan [Member] | Troubled Debt Restructurings That Subsequently Defaulted [Member]
|
||
Number of contract | 1 | 0 |
Recorded investment | 28 | 0 |
Residential Real Estate [Member] | Troubled Debt Restructurings [Member]
|
||
Number of contract | 26 | 20 |
Premodification outstanding recorded investment | 13,530 | 11,471 |
Postmodification outstanding recorded investment | 12,283 | 10,359 |
Residential Real Estate [Member] | Troubled Debt Restructurings That Subsequently Defaulted [Member]
|
||
Number of contract | 12 | 10 |
Recorded investment | 8,163 | 7,353 |
Commercial Real Estate [Member] | Troubled Debt Restructurings [Member]
|
||
Number of contract | 19 | 20 |
Premodification outstanding recorded investment | 21,814 | 15,874 |
Postmodification outstanding recorded investment | 18,633 | 14,175 |
Commercial Real Estate [Member] | Troubled Debt Restructurings That Subsequently Defaulted [Member]
|
||
Number of contract | 5 | 5 |
Recorded investment | 3,557 | 6,751 |
Construction Loans [Member] | Troubled Debt Restructurings [Member]
|
||
Number of contract | 14 | 9 |
Premodification outstanding recorded investment | 21,873 | 12,981 |
Postmodification outstanding recorded investment | 18,366 | 12,539 |
Construction Loans [Member] | Troubled Debt Restructurings That Subsequently Defaulted [Member]
|
||
Number of contract | 4 | 3 |
Recorded investment | $ 1,288 | $ 758 |
Stock-Based Compensation (Details 3)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Dividend yield | 0.60% |
Expected volatility | 58.65% |
Risk-free interest rate | 1.69% |
Expected contract life (in years) | 5 years 10 months 0 days |
Basis of Presentation
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
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Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Note 1 - Basis of Presentation
The consolidated financial statements include the accounts of Shore Bancshares, Inc. and its subsidiaries 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 June 30, 2012, the consolidated results of operations and comprehensive income (loss) for the three and six months ended June 30, 2012 and 2011, and changes in stockholders’ equity and cash flows for the six months ended June 30, 2012 and 2011, have been included. All such adjustments are of a normal recurring nature. The amounts as of December 31, 2011 were derived from the 2011 audited financial statements. The results of operations for the three and six months ended June 30, 2012 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, 2011. For purposes of comparability, certain 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 subsidiaries.
Recent Accounting Pronouncements
Accounting Standards Update (“ASU”) 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” ASU 2011-03 affects all entities that enter into agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. The amendments in ASU 2011-03 remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. ASU 2011-03 also eliminates the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. ASU 2011-03 became effective for the Company on January 1, 2012 and did not have a significant impact on the Company’s financial statements.
ASU 2011-04, "Fair Value Measurement - Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs." ASU 2011-04 amends Topic 820, "Fair Value Measurements and Disclosures," to converge the fair value measurement guidance in U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards. ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles in Topic 820 and requires additional fair value disclosures. ASU 2011-04 became effective for the Company on January 1, 2012 and, aside from new disclosures included in Note 8 – Fair Value Measurements, did not have a significant impact on the Company’s financial statements.
ASU 2011-08, "Intangibles - Goodwill and Other - Testing Goodwill for Impairment." ASU 2011-08 amends Topic 350, "Intangibles – Goodwill and Other," to give entities the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. ASU 2011-08 became effective for the Company on January 1, 2012 and did not have a significant impact on the Company's financial statements. |