8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 12, 2014

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-22345	52-1974638
(State or other jurisdiction of	(Commission file number)	(IRS Employer
incorporation or organization)		Identification No.)

28969 Information Lane, Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (410) 763-7800

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Shore Bancshares, Inc. (the “Company”) is filing an investor presentation (the “Presentation”), which was used by Lloyd L. Beatty, Jr. the Company’s President and Chief Executive Officer and George S. Rapp, the Company’s Vice President and Chief Financial Officer, for presentations to investors and others at the Sandler O’Neill and Partners, L.P. 2014 East Coast Financial Services Conference on November 12, 2014. The Presentation replaces and supersedes investor presentation materials previously furnished as an exhibit to the Company’s Current Reports on Form 8-K.

A copy of the Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Presentation is also available on the Company’s web site at www.shbi.com.

Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.

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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 hereunto duly authorized.

	SHORE BANCSHARES, INC.
Dated: November 12, 2014	By:	/s/ Lloyd L. Beatty, Jr.
		Lloyd L. Beatty, Jr. President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit

Number	Description
99.1	Shore Bancshares, Inc., Investor Presentation (filed herewith).

4

EX-99.1

Exhibit 99.1

Nasdaq: SHBI Sandler O’Neill + Partners, L.P. 2014 East Coast Financial Services Conference November 12 – 14, 2014

Safe Harbor Regarding Forward - Looking Statements This presentation may contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Shore Bancshares, Inc. (the “Company”). Forward - looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or s imi lar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These forward - looking statements are subjec t to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the fo rwa rd - looking statements, including, without limitation, the following: the strength of the United States economy in general and the streng th of the local economies in which the Company conducts operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government and other governmental initiatives a ffe cting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write - offs and changes in estimates of the adequacy of the allowance for loan losses; the Company’s ability to access cost - effective funding; the timely development of and acceptance of the Bank’s new products and services and the perceived overa ll value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; expected cost savings, synergies and other benefits from the Company’s merger and acquisition activities might not be realize d w ithin the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to cu sto mer and employee retention, might be greater than expected; fluctuations in real estate values and both residential and commercial re al estate market conditions; demand for loans and deposits in the Company’s market areas; legislative or regulatory changes that advers ely affect the Company’s business; results of examinations of the Company and its subsidiaries by their regulators, including the possib ili ty that such regulators may, among other things, take regulatory enforcement action or require the Company’s bank subsidiaries to inc rea se their reserves for loan losses or to write - down assets; the impact of technological changes; and the Company’s success at managing the risks involved in the foregoing. Any forward - looking statements are based upon management’s beliefs and assumptions at the time they a re made. The Company undertakes no obligation to publicly update or revise any forward - looking statements or to update the reasons why ac tual results could differ from those contained in such statements, whether as a result of new information, future events or otherw ise . In light of these risks, uncertainties and assumptions, the forward - looking statements discussed might not occur, and you should not put undue reliance on any forward - looking statements. Important Statements 2

Management Team Name Title/Function Entity Years in Banking Years with Company L . Lloyd “Scott” Beatty, Jr. President and Chief Executive Officer SHBI 22 9 George S. Rapp EVP and Chief Financial Officer SHBI 36 2 Patrick M. Bilbrough President and Chief Executive Officer Talbot Bank 18 3 Edward C. Allen President and Chief Executive Officer CNB 35 3 Kathleen A. Kurtz SVP and Senior Credit Officer Talbot Bank 29 1 Charles E. Ruch, Jr. SVP and Senior Credit Officer CNB 25 7 TOTAL 165 25 3

Financial Summary As of September 30, 2014 4 Total Assets: $ 1,096.3 million Gross Loans: $ 705.0 million Total Deposits: $ 940.7 million Total Shareholder’s Equity: $ 138.7 million Tangible Common Equity: $ 125.4 million Tangible Book value per Share: $ 9.94 Branches: Depository 18 Insurance and Wealth Management 6 Shares Outstanding (September 30, 2014): 12,614,943 Closing Stock Price (September 30, 2014) $9.00 Market capitalization (September 30, 2014) $ 113.5 million Price/Tangible Book value per Share: 91% Headquarters: Easton, Maryland

Strategic Direction 5  Focus on Driving Profitability  Diversity of Revenues – No Mortgage Banking o Banking o Insurance o Service Charges o Wealth Management  Improving Asset Quality  Leverage Size and Existing Platform to Take Advantage of Market Dislocation  Emphasis on Core Deposits/Funding  Experienced Management Team and Dedicated Board of Directors

Shore Bancshares’ Community of Companies SHBI CNB ($483mm of Assets) Wye Financial & Trust 1 The Talbot Bank of Easton Maryland ($591mm of Assets) Dover Street Realty Inc. Avon - Dixon Agency LLC (Retail) 2 Jack Martin & Associates Inc. Mubell Finance LLC Elliott Wilson Insurance, LLC 1. Wye Financial & Trust is a division of CNB 2. Freestate & Son is a division of Avon Dixon Agency LLC 6

Shore Bancshares’ Community of Companies 7

24 locations 18 branches 6 non - bank offices 8 Branch Map Dover

Deposit Market Share: Delmarva Peninsula Market Rank Ticker Company Name City (HQ) HQ State Branches Total Deposits as of June 30, 2014 ($000) ’14 Market Share(%) 1 PNC PNC Financial Services Group Inc. Pittsburgh PA 46 2,066,629 17.85 2 MTB M&T Bank Corp. Buffalo NY 33 1,774,195 15.32 3 SHBI Shore Bancshares Inc. Easton MD 18 930,670 8.04 4 WSFS WSFS Financial Corp. Wilmington DE 15 621,814 5.37 5 BBT BB&T Corp. Winston - Salem NC 14 492,662 4.25 6 BAC Bank of America Corp. Charlotte NC 7 471,050 4.07 7 - HSB Bancorp Inc. Hebron MD 11 441,590 3.81 8 WFC Wells Fargo & Co. San Francisco CA 4 409,988 3.54 9 - Queenstown Bancorp of Maryland Inc. Queenstown MD 8 401,396 3.47 10 TYCB Calvin B. Taylor Bankshares Inc. Berlin MD 10 367,122 3.17 11 DBCP Delmar Bancorp Salisbury MD 12 362,933 3.13 12 RBS Royal Bank of Scotland Group Plc Edinburgh - 8 361,455 3.12 13 - CB Financial Corp. Rehoboth Beach DE 7 295,014 2.55 14 FULT Fulton Financial Corp. Lancaster PA 6 267,348 2.31 15 PSBP PSB Holding Corp. Preston MD 7 254,048 2.19 16 - First Shore Federal Savings and Loan Association Salisbury MD 8 241,335 2.08 17 - Farmers Bank of Willards Willards MD 8 240,068 2.07 18 - Bank of Ocean City Ocean City MD 6 213,642 1.84 19 PEBC Peoples Bancorp Inc. Chestertown MD 7 197,614 1.71 20 STI SunTrust Banks Inc. Atlanta GA 6 190,882 1.65 Other Market Participants (20) 33 978,730 8.45 Total 274 11,580,185 100.00 In - Market Participants (DE & MD) 117 4,567,246 39.43 Out of Market Participants 157 7,012,939 60.62 NOTE: Delmarva Peninsula defined as Maryland Counties of Kent, Queen Anne's, Talbot, Caroline, Dorchester, Wicomico, Somer set , and Worcester ; Delaware counties of Kent, Sussex; Deposit market share excludes Discover Financial Services Data and adjusted for all M&A transactions. SOURCE: SNL 6/30/14 9

Competitors ’ Branch Proximity Report Within 1 Mile Within 5 Miles Competing Branches Deposits in Competing Branches Competing Branches Deposits in Competing Branches Shore Bancshares, Inc . 18 930,670 Money Centers/Regionals 26 1,357,633 41 2,165,146 Community Banks 26 897,313 46 2,094,057 TOTALS 52 2,254,946 87 4,259,203 SOURCE : FDIC 6/30/14 10

Loan Portfolio (Dollar Value in Thousands) As of September 30, 2014 Loan Type Balance % of Total Construction $ 67,366 9.6% Residential Real Estate 276,441 39.2% Commercial Real Estate 297,847 42.2% Commercial 54,207 7.7% Consumer 9,181 1.3% Total $ 705,042 100.0% 11 Residential Real Estate 39.2% Commercial 7.7% Consumer 1.3% Construction 9.6% Commercial Real Estate 42.2% 11

Improving Credit Quality As of or for 3 Months Ended 12/31/2009 12/31/2010 12/31/2011 12/31/2012 12/31/2013 9/30/2014 NON - PERFORMING ASSETS $36,474 Nonaccrual Loans $16,302 $36,238 $51,370 $18,147 $12,718 90+ or More Days Past Due 7,425 4,702 2,723 460 270 0 Other Real Estate Owned 2,572 3,702 9,385 7,659 3,779 4,779 Total Non - Performing Assets 26,299 44,642 63,478 44,593 22,196 17,517 Performing TDRs 1,722 24,957 25,208 52,353 26,088 25,246 Total NPAs + TDRs $28,021 $69,599 $88,686 $96,946 $48,284 $42,763 NPAs / Assets (%) 2.27 3.95 5.48 3.76 2.11 1.60 NPAs + TDRS / Assets (%) 2.42 7.12 7.66 8.18 4.58 3.90 RESERVES Loan Loss Reserve $10,876 $14,227 $14,288 $15,991 $10,725 $8,606 Reserves / Gross Loans (%) 1.19 1.59 1.70 2.04 1.51 1.22 Reserves / NPLs (%) 45.84 34.75 26.41 43.30 58.23 67.67 Reserves / NPLs+TDRs (%) 42.74 21.59 18.02 17.91 24.10 22.67 NET CHARGE - OFFS Net Charge - Offs $7,430 $17,768 $19,409 $26,042 $33,050 $1,245 NCOs / Avg Loans (Annualized ) (%) 0.81 1.96 2.22 3.20 4.32 0.68 12

Credit Trends: NPAs & TDRs (Dollars in thousands) December 31 , September 30 , 2009 2010 2011 2012 2013 2014 Construction $12,259 $28,175 $27,661 $37,029 $5,569 $10,403 Residential Real Estate 8,242 18,790 26,299 18,839 19,768 18,600 23,578 Commercial Real Estate 2,828 14,266 32,612 14,462 8,321 Commercial 2,028 4,548 1,804 715 1,137 517 Consumer 92 118 29 92 48 123 Total 25,449 65,897 79,301 89,287 40,984 37,964 OREO 2,572 3,702 9,385 7,659 3,779 4,799 Nonaccrual Loans Held for Sale -- -- -- -- 3,521 - 0 - Total NPAs & TDRs $28,021 $69,599 $88,686 $96,946 $48,284 $42,763 13

Attractive Deposit Base 14 (Dollar Value in Thousands) September 30, 2014 Deposit Type Quarterly Average Balance % of Total Cost Noninterest Bearing Demand $ 185,231 19.7% 0.00% Interest Bearing Demand 183,094 19.5% 0.14% Money Market & Savings 225,671 24.0% 0.12% CDs $100,000 or more 166,806 17.7% 1.11% Other Time 179,512 19.1% 0.98% Total Deposits $ 940,314 100.0% 0.44% Deposit Type Other Time 19.1% Noninterest Bearing Demand 19.7% Interest Bearing Demand 19.5% MMDA & Savings 24.0% CDs $100k or more 17.7%

Transaction Deposit Growth* 15 52% 55% 60% 64% 52% 45% 40% 36% 12/31/2011* 12/31/2012* 12/31/2013 9/30/14 Transaction Deposits Time Deposits *Excludes IND Program

S ecurities Portfolio (Dollars in thousands) Amortized Cost G Gross Unrealized Gains G Gross Unrealized Losses E Estimated Fair Value Available - for - sale securities: September 30, 2014 U.S. Treasury $5,243 $8 $ - 0 - $5,251 U.S. Government Agencies 62,359 65 227 62,197 Mortgage - backed 155,462 547 806 155,203 Equity 620 2 - 0 - 622 Total $ 223,684 $622 $1,033 $223,273 Held - to - maturity securities: September 30, 2014 U.S Government Agencies $2,792 $ - 0 - $134 $2,658 States and Political Subdivisions 1,940 156 - 0 - 2,096 Total $4,732 $156 $134 $4,754 Available for Sale Held to Maturity Amortized Estimated Cost Fair Value Amortized Estimated Cost Fair Value Due in one year or less $ - 0 - $ - 0 - $222 $225 Due after one year through five years 64,148 64,149 210 220 Due after five years through ten years 8,871 8,898 1,005 1,119 Due after ten years 150,045 149,604 3,295 3.190 223,064 222,651 4,732 4,754 Equity Securities 620 622 - 0 - - 0 - Total $223,684 $223,273 $4,732 $4,754 16

Income Statement (Quarterly) (Dollars in thousands, except per share amounts) 3Q13 4Q13 1Q14 2Q14 3Q14 Interest income $10,182 $9,807 $9,455 $9,523 $9,686 Interest expense 1,354 1,237 1,132 1,076 1,050 Net interest income 8,828 8,570 8,323 8,447 8,636 Provision for credit losses 22,460 474 975 950 775 Noninterest income 4,792 4,215 4,788 4,628 3,994 Noninterest expense 9,968 10,468 10,115 9,917 9,819 Income (loss) before income taxes (18,808) 1,843 2,021 2,108 2,036 Net (loss) income ($11,392) $1,175 $1,258 $1,305 1,262 EPS diluted ($1.35) $0.14 $0.15 $0.13 $0.10 17

Pre Tax Pre Provision ROA 18 1.36 0.87 1.16 1.17 1.02* 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 3Q13 4Q13 1Q14 2Q14 3Q14 *Includes severance cost and equates to 10 BPs.

SHBI Net Interest Margin 19 3.90% 4.02% 3.74% 3.23% 3.48% 3.38% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 2009 2010 2011 2012 2013 3Q 2014

20 Continued Focus on Fee Revenue Total Revenue Breakdown Noninterest Income 1 ) Q3 2014 is annualized. Dollars in thousands 24% 25% 26% 34% 32% 31% 68% 70% 70% 69% 67% 68% $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 2009 2010 2011 2012 2013 3Q14 Net Interest income % Noninterest Income % 32% 30% 30% 31% 333% 32% Trust and Investment Fee Income 10% Other Noninterest Income 21% Insurance Agency Commission 56% Service Charges on Deposits 13%

SHBI Return on Average Assets 0.46% Return on Average Equity 3.61% Net Interest Margin 3.38% Non - interest Income/Operating Revenue 31.13% Noninterest Income/Average Assets 1.45% Noninterest Expense/Average Assets 3.56% Efficiency Ratio (Non - GAAP) (1) 77.33% Nonperforming Assets/Assets (Excluding TDRs) (2) 1.60% Nonperforming Assets/Assets (Including TDRs) (2) 3.90% Key Ratios At or for the quarter ended September 30, 2014 (Annualized) (1) Noninterest expense (excluding amortization of intangible assets) as a percentage of fully taxable net interest income and noninterest income. (2) Nonperforming assets (NPAs) include nonaccrual and 90 days past due and still accruing loans , accruing troubled debt restructurings and net other real estate and other assets owned . 21

Capital Ratios 22 9.35% 9.16% 8.36% 8.41% 11.58% 11.81% 13.07% 13.80% 13.32% 11.34% 16.32% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 2010 2011 2012 2013 Q3 2014 Tangible Common equity / Tangible Assets Tier 1 Risk-Based Capital Ratio Total Risk-Based Capital Ratio 12.55% 12.05% 10.09% 15.09%

Company Ownership as of 6/30/14 Major Holders % of Ownership Wellington Management Company 9.48% FJ Capital Management LLC 3.95% Sandler O’Neill Asset Management LLC 3.91% Basswood Capital Management LLC 3.52% The Banc Funds Company LLC 3.26% Manulife Asset Management LLC Mendon Capital Advisors Corporation BlackRock Fund Advisors The Vanguard Group, Inc. 3.17% 1.72% 1.59% 1.38% Insider Holdings 1.53% 23

What Makes SHBI Unique? ● Diversity of Revenue Sources - - without Mortgage ● Strong Capital Position ● Stable Net Interest Margin ● Strong Control of Operating Expenses ● Dominant independent financial services company in all markets within footprint 24

25 ● We are a very different Company now x Improved credit process x Continuing to build organizational depth x Revamped strategic plan positions for growth x Focused on creating sustainable competitive advantages x Strengthened noninterest revenue sources x Forging a sales culture with new branding approach ● Current valuation is attractive (trade at 91 % of TBV)* Compelling Investment Considerations *Market data as of May 12, 2014.

SHBI – LTM Price Change (%) 26

ADDENDUM 27

Peer Group Definition 28 Publically traded banking c ompanies in MD, DC, VA, DE w ith total a ssets between $750M - $2B.

Peer Group 29 Company Name State Total Assets ($000) ROAA LTM (%) Total Equity/ Total Assets (%) Tangible Equity/ Tangible Assets (%) Risk - based Capital Ratio (%) Net Interest Margin (%) Noninterest Inc/ Operating Rev (%) Efficiency Ratio LTM (%) NPAs/ Assets (%) ROAE (%) 2014 Q2 2014 Q2 2014 Q2 2014 Q2 2014 Q2 2014 Q2 2014 Q2 2014 Q2 2014 Q2 2014 Q2 Old Point Financial Corp. VA 860,901 0.38 9.99 9.99 15.34 3.33 33.27 82.54 3.01 5.19 Community Bankers Trust Corp VA 1,114,819 0.58 9.16 8.69 14.69 4.35 8.19 75.72 2.25 6.62 First United Corp. MD 1,327,575 0.39 8.43 7.66 15.33 3.18 27.34 73.69 2.72 4.51 Eastern Virginia Bankshares VA 1,056,083 (0.07) 13.33 12.00 20.03 3.79 14.87 79.30 2.53 4.75 Old Line Bancshares Inc MD 1,193,267 0.86 11.08 10.12 12.77 4.45 18.26 61.36 1.09 5.39 Middleburg Financial Corp. VA 1,252,735 0.52 9.50 9.22 16.88 3.42 36.03 80.36 1.54 6.50 Valley Financial Corp. VA 887,089 0.78 6.27 6.27 14.29 3.64 14.64 64.33 2.14 12.84 Access National Corp. VA 999,187 1.48 9.62 9.49 12.46 3.81 34.59 59.51 - 12.93 National Bankshares Inc. VA 1,128,479 1.61 13.89 13.30 24.38 4.15 18.64 43.77 1.47 10.53 Severn Bancorp Inc. MD 788,653 (3.19) 10.42 10.38 - 3.19 15.21 90.76 6.24 (2.79) First Mariner Bancorp MD - (1.59) - - - 2.82 70.00 118.68 7.29 - Franklin Financial Corp. VA 1,110,176 1.14 22.04 22.04 30.72 2.74 11.28 61.47 5.23 4.45 Virginia Heritage Bank VA 955,685 0.99 10.81 10.81 14.62 3.57 19.34 60.18 0.42 7.98 Average 1,056,221 0.30 11.21 10.83 17.41 3.57 24.74 73.21 2.99 6.58 Shore Bancshares Inc. MD 1,064,853 (0.73) 12.91 11.81 16.04 3.50 34.97 74.89 4.21 4.46

30 Talent, depth, unique skills • L. Lloyd “Scott” Beatty, Jr ., 61, CPA, President & CEO of SHBI since June 2013, Director of SHBI since December 2000, Director of Talbot Bank since 1992. COO from 2006 until 2012 and named President and COO in 2012. Formerly COO, private equity firm Darby Overseas Investments. Formerly Managing Partner of public accounting firm. • George S. Rapp , 61, CPA, Vice President and Chief Financial Officer of SHBI since February 2013. From 2010 to 2012 , Chief Financial Officer and one of the four executive founders of World Currency USA. From 2005 to 2010, Chief Financial Officer of Harleysville National Corporation . Prior to 2005, held various financial positions including CFO, SVP & Chief Accounting Officer, COO and Controller . • Patrick M. Bilbrough , 49, President and CEO of the Talbot Bank since December 2012. He joined Talbot Bank in May of 2011 as an Executive Vice President. Prior to his employment with Talbot Bank and since 2007, Mr. Bilbrough served as the Market Executive of PNC Ban k, N.A . From 1995 to 2004, Mr. Bilbrough was with the Peoples Bank of Maryland, of Denton, where he had most recently been President and CEO after be ginning as its Chief F inancial O fficer and comptroller. He was a small business owner from 1985 to 1995 . • Edward C. Allen , 66, President & CEO of CNB since September 2014. Prior to that he served as CNB’s Chief Financial Officer since October 2011. Mr. Allen is a career banker with 40 years experience in community banks. He has extensive experience in budgeting and investment portfolio management. • Kathleen A. Kurtz , SVP and Senior Credit Officer of Talbot Bank. Began career as assistant national bank examiner with Comptroller of the Currency. Held positions as Commercial Mortgage Loan Officer, Credit & Loan Department Manager, Senior Credit Officer and Cre dit Policy manager at Girard Bank in Philadelphia. Later joined New Jersey National Bank as Commercial Mortgage/Construction Lender. • Charles E. Ruch Jr. , Senior Credit Officer of CNB since 2010 and joined CNB in 2006. Entered banking in 1977, holding various retail positions f rom teller to core m anager through the 1980s with Equitable Bank. Joined AB&T as a commercial lender in 1987 and was AB&T’s Senior Commercial Lender for 10 years. Graduated from the University of Maryland in 1983. SHBI Management Team

Non - GAAP Financial Measures Dollars in thousands except per share amounts December 31 , Sept 30 , 2009 2010 2011 2012 2013 2014 Total Assets $1,156,516 $1,130,311 $1,158,193 $1,185,807 $1,054,124 $1,096,285 Less: Intangible Assets 21,360 18,518 16,662 16,270 15,974 13,295 Tangible Assets $1,135,156 $1,111,793 $1,141,531 $1,169,537 $1,038,150 $1,082,990 Total Stockholders’ Equity $127,810 $122,513 $121,249 $114,026 $103,299 $138,674 Less: Preferred Stock 0 0 0 0 0 0 Common Stockholders’ Equity $127,810 $122,513 $121,249 $114,026 $103,299 $138,674 Less: Intangible Assets 21,360 18,518 16,662 16,270 15,974 13,295 Tangible Common Equity $106,450 $103,995 $104,587 $97,756 $87,325 $125,379 Tangible Common Equity/Tangible Assets 9.38% 9.35% 9.16% 8.36% 8.41% 8.58% Book Value per Share $15.18 $14.51 $14.34 $13.48 $12.19 $10.99 Less: Intangible Assets per Share 2.54 2.19 1.97 1.92 1.88 1.05 Tangible Book Value per Share $12.64 $12.32 $12.37 $11.56 $10.31 $9.94 Share Information: Common Shares Outstanding (actual) 8,418,963 8,443,436 8,457,359 8,457,359 8,471,289 12,614,943 We calculate tangible common equity by excluding the balance of intangible assets from common stockholders’ equity. We calcul ate tangible book value per share by dividing tangible common equity by adjusted common shares outstanding, as compared to book v alu e per common share, which we calculate by dividing common stockholder’s equity by adjusted common shares outstanding. We calcul ate tangible common equity to tangible assets by dividing tangible common equity by tangible assets. We believe that this is con sis tent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk - based capital ratios. Ac cordingly, we believe that these non - GAAP financial measures provide information that is important to investors and that is useful in under standing our capital position and ratios. A reconciliation of the non - GAAP measures of tangible assets, tangible common equity and tangib le book value per share to the GAAP measures of common stockholder’s equity and book value per share is set forth below NOTE: Pro forma data assumes 3,000,000 shares are issued at $9.31 per share (the closing price on May 12, 2014), including all fees and expenses. 31