Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  

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

For the Quarterly Period Ended SeptemberJune 30, 20172022

OR

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.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.)

 

 

28969 Information Lane,18 E. Dover Street, Easton, Maryland

21601

(Address of Principal Executive Offices)

(Zip Code)

(410) 763-7800

Registrant’s Telephone Number, Including Area Code

N/A

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

SHBI

NASDAQ

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

Indicate by check mark whether the registrant has submitted electronically 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 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”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)

 Emerging growth company

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate theThe number of shares outstanding of each of the issuer’s classes ofregistrant’s common stock as of the latest practicable date:  12,688,224 sharesAugust 10, 2022 was 19,850,142.

Table of common stock outstanding as of October 31, 2017.Contents


INDEX

Page

Page

Part I. Financial Information

2

3

Item 1. Financial Statements

2

3

Consolidated Balance Sheets –September–June 30, 20172022 (unaudited) and December 31, 20162021

2

3

Consolidated Statements of Income -ForFor the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

3

4

Consolidated Statements of Comprehensive Income -ForFor the three and ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

4

5

Consolidated Statements of Changes in Stockholders’ Equity -ForFor the ninethree and six months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

5

6

Consolidated Statements of Cash Flows -ForFor the ninesix months ended SeptemberJune 30, 20172022 and 20162021 (unaudited)

6

7

Notes to Consolidated Financial Statements (unaudited)

8

9

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

36

41

Item 3. Quantitative and Qualitative Disclosures about Market Risk

46

55

Item 4. Controls and Procedures

46

55

Part II. Other Information

47

56

Item 1. Legal Proceedings

47

56

Item 1A. Risk Factors

47

56

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

47

56

Item 3. Defaults Upon Senior Securities

47

56

Item 4. Mine Safety Disclosures

47

57

Item 5. Other Information

47

57

Item 6. Exhibits

47

58

Signatures

47

Exhibit Index

4859

1

2


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SHORE BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 

December 31, 

(In thousands, except share and per share data)

    

2022

    

2021

ASSETS

 

(unaudited)

 

  

Cash and due from banks

$

18,473

$

16,919

Interest-bearing deposits with other banks

 

384,536

 

566,694

Cash and cash equivalents

 

403,009

 

583,613

Investment securities:

 

 

  

Available-for-sale, at fair value

 

94,689

 

116,982

Held to maturity, at amortized cost - fair value of $415,435 (2022) and $401,524 (2021)

458,957

 

404,594

Equity securities, at fair value

 

1,271

 

1,372

Restricted securities, at cost

 

9,894

 

4,159

Loans held for sale, at fair value

7,306

37,749

 

 

Loans held for investment

 

2,264,579

 

2,119,175

Less: allowance for credit losses

(15,483)

(13,944)

Loans, net

 

2,249,096

 

2,105,231

Premises and equipment, net

 

52,244

 

51,624

Goodwill

 

63,281

 

63,421

Other intangible assets, net

 

6,507

 

7,535

Other real estate owned, net

197

532

Mortgage servicing rights, at fair value

 

5,228

 

4,087

Right-of-use assets

9,979

11,370

Cash surrender value on life insurance

58,437

47,935

Other assets

22,455

19,932

TOTAL ASSETS

$

3,442,550

$

3,460,136

LIABILITIES

Deposits:

Noninterest-bearing

$

889,122

$

927,497

Interest-bearing

 

2,125,209

 

2,098,739

Total deposits

 

3,014,331

 

3,026,236

Securities sold under retail repurchase agreements

 

 

4,143

Advances from FHLB - long-term

10,054

10,135

Subordinated debt

 

42,917

42,762

Total borrowings

52,971

57,040

Lease liabilities

10,216

11,567

Other liabilities

 

12,255

 

14,600

TOTAL LIABILITIES

3,089,773

3,109,443

COMMITMENTS AND CONTINGENCIES

 

STOCKHOLDERS' EQUITY

Common stock, par value $.01 per share; shares authorized - 35,000,000; shares issued and outstanding - 19,849,563 (2022) and 19,807,533 (2021)

198

198

Additional paid in capital

 

200,914

 

200,473

Retained earnings

158,316

149,966

Accumulated other comprehensive (loss) income

(6,651)

56

TOTAL STOCKHOLDERS' EQUITY

 

352,777

 

350,693

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

3,442,550

$

3,460,136



 

 

 

 

 

 

SHORE BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)



 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

September 30,

 

December 31,



 

2017

 

2016

ASSETS

 

 

(Unaudited)

 

 

 

Cash and due from banks

 

$

22,315 

 

$

14,596 

Interest-bearing deposits with other banks

 

 

21,601 

 

 

61,342 

Cash and cash equivalents

 

 

43,916 

 

 

75,938 

Investment securities:

 

 

 

 

 

 

Available-for-sale, at fair value

 

 

213,390 

 

 

163,902 

Held to maturity, at amortized cost - fair value of $6,451 (2017)

 

 

 

 

 

 

and $6,806 (2016)

 

 

6,241 

 

 

6,704 



 

 

 

 

 

 

Loans

 

 

1,047,247 

 

 

871,525 

Less: allowance for credit losses

 

 

(9,295)

 

 

(8,726)

Loans, net

 

 

1,037,952 

 

 

862,799 



 

 

 

 

 

 

Premises and equipment, net

 

 

23,124 

 

 

16,558 

Goodwill

 

 

27,909 

 

 

11,931 

Other intangible assets, net

 

 

4,831 

 

 

1,079 

Other real estate owned, net

 

 

1,809 

 

 

2,477 

Other assets

 

 

16,955 

 

 

18,883 

TOTAL ASSETS

 

$

1,376,127 

 

$

1,160,271 



 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Noninterest-bearing

 

$

326,020 

 

$

261,575 

Interest-bearing

 

 

880,175 

 

 

735,914 

Total deposits

 

 

1,206,195 

 

 

997,489 



 

 

 

 

 

 

Short-term borrowings

 

 

1,469 

 

 

3,203 

Other liabilities

 

 

5,815 

 

 

5,280 

TOTAL LIABILITIES

 

 

1,213,479 

 

 

1,005,972 



 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 



 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Common stock, par value $.01 per share; shares authorized -

 

 

 

 

 

 

35,000,000; shares issued and outstanding - 12,686,767 (including 15,913 unvested

 

 

 

 

 

 

restricted stock) (2017) and 12,664,797 (including 12,488 unvested restricted stock) (2016)

 

 

127 

 

 

127 

Additional paid in capital

 

 

64,949 

 

 

64,201 

Retained earnings

 

 

97,626 

 

 

90,964 

Accumulated other comprehensive (loss)

 

 

(54)

 

 

(993)

TOTAL STOCKHOLDERS' EQUITY

 

 

162,648 

 

 

154,299 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

1,376,127 

 

$

1,160,271 

See accompanying notes to Consolidated Financial Statements.

3

Table of Contents

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

For Three Months Ended

For Six Months Ended

June 30, 

June 30, 

(In thousands, except per share data)

2022

    

2021

    

2022

    

2021

INTEREST INCOME

Interest and fees on loans

$

23,452

$

14,381

$

45,537

$

28,747

Interest and dividends on taxable investment securities

 

2,392

 

1,095

 

4,377

 

2,025

Interest on deposits with other banks

826

55

1,080

102

Total interest income

 

26,670

 

15,531

 

50,994

 

30,874

INTEREST EXPENSE

Interest on deposits

 

1,511

 

1,056

 

2,869

 

2,240

Interest on short-term borrowings

 

 

2

 

2

 

3

Interest on long-term borrowings

541

370

1,075

729

Total interest expense

 

2,052

 

1,428

 

3,946

 

2,972

NET INTEREST INCOME

 

24,618

 

14,103

 

47,048

 

27,902

Provision for credit losses

 

200

 

650

 

800

 

1,075

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES

 

24,418

 

13,453

 

46,248

 

26,827

NONINTEREST INCOME

Service charges on deposit accounts

 

1,438

 

683

 

2,797

 

1,357

Trust and investment fee income

 

447

 

475

 

961

 

882

Interchange credits

 

1,253

 

1,036

 

2,291

 

1,906

Mortgage-banking revenue

1,096

2,963

 

Title Company revenue

426

749

 

Other noninterest income

1,173

709

2,118

1,315

Total noninterest income

 

5,833

 

2,903

 

11,879

 

5,460

NONINTEREST EXPENSE

Salaries and wages

 

8,898

 

4,262

 

18,460

 

8,404

Employee benefits

 

2,269

 

1,493

 

4,931

 

3,337

Occupancy expense

 

1,485

 

770

 

3,052

 

1,584

Furniture and equipment expense

 

411

 

412

 

840

 

719

Data processing

 

1,668

 

1,217

 

3,275

 

2,344

Directors' fees

 

210

 

154

 

400

 

303

Amortization of other intangible assets

 

511

 

120

 

1,028

 

246

FDIC insurance premium expense

 

429

 

223

 

772

 

408

Other real estate owned expenses, net

 

57

 

1

 

51

 

2

Legal and professional fees

 

811

 

648

 

1,448

 

1,164

Merger-related expenses

241

 

377

 

971

 

377

Other noninterest expenses

3,104

1,199

5,198

2,486

Total noninterest expense

 

20,094

 

10,876

 

40,426

 

21,374

Income before income taxes

 

10,157

 

5,480

 

17,701

 

10,913

Income tax expense

 

2,658

 

1,449

 

4,589

 

2,884

NET INCOME

$

7,499

$

4,031

$

13,112

$

8,029

Basic and diluted net income per common share

$

0.38

$

0.34

$

0.66

$

0.68

Dividends paid per common share

$

0.12

$

0.12

$

0.24

$

0.24

2




 

 

 

 

 

 

 

 

 

 

 

 

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share amounts)



 

 

 

 

 

 

 

 

 

 

 

 



 

For Three Months Ended

 

For Nine Months Ended



 

September 30,

 

September 30,



 

2017

 

2016

 

2017

 

2016



 

 

 

 

 

 

 

 

 

 

 

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

11,771 

 

$

9,398 

 

$

31,762 

 

$

27,476 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

1,035 

 

 

754 

 

 

2,799 

 

 

2,448 

Tax-exempt

 

 

 -

 

 

 

 

 

 

Interest on federal funds sold

 

 

 -

 

 

 

 

 -

 

 

Interest on deposits with other banks

 

 

131 

 

 

81 

 

 

269 

 

 

211 

Total interest income

 

 

12,937 

 

 

10,236 

 

 

34,833 

 

 

30,147 



 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

 

607 

 

 

574 

 

 

1,656 

 

 

1,852 

Interest on short-term borrowings

 

 

 

 

 

 

18 

 

 

11 

Total interest expense

 

 

611 

 

 

578 

 

 

1,674 

 

 

1,863 



 

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME

 

 

12,326 

 

 

9,658 

 

 

33,159 

 

 

28,284 

Provision for credit losses

 

 

345 

 

 

605 

 

 

1,746 

 

 

1,430 



 

 

 

 

 

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER PROVISION

 

 

 

 

 

 

 

 

 

 

 

 

FOR CREDIT LOSSES

 

 

11,981 

 

 

9,053 

 

 

31,413 

 

 

26,854 



 

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

 

945 

 

 

899 

 

 

2,657 

 

 

2,582 

Trust and investment fee income

 

 

389 

 

 

358 

 

 

1,122 

 

 

1,073 

Gains on sales and calls of investment securities

 

 

 

 

30 

 

 

 

 

31 

Insurance agency commissions

 

 

2,088 

 

 

2,054 

 

 

6,939 

 

 

6,754 

Other noninterest income

 

 

998 

 

 

666 

 

 

2,688 

 

 

2,149 

Total noninterest income

 

 

4,425 

 

 

4,007 

 

 

13,411 

 

 

12,589 



 

 

 

 

 

 

 

 

 

 

 

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

 

5,203 

 

 

4,346 

 

 

14,508 

 

 

13,245 

Employee benefits

 

 

1,197 

 

 

1,009 

 

 

3,564 

 

 

3,087 

Occupancy expense

 

 

696 

 

 

643 

 

 

1,950 

 

 

1,839 

Furniture and equipment expense

 

 

286 

 

 

245 

 

 

803 

 

 

728 

Data processing

 

 

922 

 

 

976 

 

 

2,809 

 

 

2,639 

Directors' fees

 

 

99 

 

 

120 

 

 

281 

 

 

355 

Amortization of other intangible assets

 

 

115 

��

 

33 

 

 

203 

 

 

99 

FDIC insurance premium expense

 

 

189 

 

 

104 

 

 

398 

 

 

654 

Other real estate owned expense, net

 

 

136 

 

 

 

 

299 

 

 

75 

Legal and professional

 

 

493 

 

 

440 

 

 

1,855 

 

 

1,434 

Other noninterest expenses

 

 

1,384 

 

 

1,299 

 

 

3,900 

 

 

3,766 

Total noninterest expense

 

 

10,720 

 

 

9,217 

 

 

30,570 

 

 

27,921 



 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

 

5,686 

 

 

3,843 

 

 

14,254 

 

 

11,522 

Income tax expense

 

 

2,274 

 

 

1,432 

 

 

5,690 

 

 

4,379 



 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

3,412 

 

$

2,411 

 

$

8,564 

 

$

7,143 



 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share - Basic

 

$

0.27 

 

$

0.19 

 

$

0.68 

 

$

0.56 

Earnings per common share - Diluted

 

 

0.27 

 

 

0.19 

 

 

0.67 

 

 

0.56 

Dividends paid per common share

 

 

0.05 

 

 

0.03 

 

 

0.15 

 

 

0.09 

3


See accompanying notes to Consolidated Financial Statements.



 

 

 

 

 

 

 

 

 

 

 

 

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in thousands)



 

For Three Months Ended

 

For Nine Months Ended



 

September 30,

 

September 30,



 

2017

 

2016

 

2017

 

2016



 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

3,412 

 

$

2,411 

 

$

8,564 

 

$

7,143 



 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(385)

 

 

617 

 

 

1,555 

 

 

2,628 

Tax effect

 

 

155 

 

 

(250)

 

 

(628)

 

 

(1,062)

Reclassification of (gains) recognized

 

 

 

 

 

 

 

 

 

 

 

 

in net income

 

 

(5)

 

 

(30)

 

 

(5)

 

 

(31)

Tax effect

 

 

 

 

12 

 

 

 

 

13 

Amortization of unrealized loss on securities transferred from

 

 

 

 

 

 

 

 

 

 

 

 

available-for-sale to held-to-maturity

 

 

 

 

 -

 

 

23 

 

 

 -

Tax effect

 

 

(3)

 

 

 -

 

 

(8)

 

 

 -

Net of tax amount

 

 

(228)

 

 

349 

 

 

939 

 

 

1,548 



 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive (loss) income

 

 

(228)

 

 

349 

 

 

939 

 

 

1,548 

Comprehensive income

 

$

3,184 

 

$

2,760 

 

$

9,503 

 

$

8,691 

4

Table of Contents

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For Three Months Ended

For Six Months Ended

June 30, 

June 30, 

(In thousands)

    

2022

    

2021

    

2022

    

2021

    

Net income

$

7,499

$

4,031

$

13,112

$

8,029

Other comprehensive (loss):

Investment securities:

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

 

(6,161)

 

(194)

 

(9,226)

 

(1,269)

Tax effect

 

1,682

 

53

 

2,519

 

346

Total other comprehensive (loss)

 

(4,479)

 

(141)

 

(6,707)

 

(923)

Comprehensive income

$

3,020

$

3,890

$

6,405

$

7,106

See accompanying notes to Consolidated Financial Statements.

5

Table of Contents

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

For the Three and Six Months Ended June 30, 2022 and 2021

Accumulated

Additional

Other

Total

Common

Paid in

Retained

Comprehensive

Stockholders’

(In thousands)

    

Stock

    

Capital

    

Earnings

    

Income (loss)

    

Equity

Balances, January 1, 2022

$

198

$

200,473

$

149,966

$

56

$

350,693

Net income

 

 

 

5,613

 

 

5,613

Other comprehensive (loss)

 

 

 

 

(2,228)

 

(2,228)

Common shares issued for employee stock purchase plan

 

37

 

 

 

37

Stock-based compensation

 

 

130

 

 

 

130

Cash dividends declared

 

 

 

(2,381)

 

 

(2,381)

Balances, March 31, 2022

$

198

$

200,640

$

153,198

$

(2,172)

$

351,864

Net Income

 

 

 

7,499

 

 

7,499

Other comprehensive (loss)

 

 

 

 

(4,479)

 

(4,479)

Common shares issued for employee stock purchase plan

 

 

102

 

 

 

102

Stock-based compensation

 

 

172

 

 

 

172

Cash dividends declared

(2,381)

(2,381)

Balances, June 30, 2022

$

198

$

200,914

$

158,316

$

(6,651)

$

352,777

Accumulated

Additional

Other

Total

Common

Paid in

Retained

Comprehensive

Stockholders’

(In thousands)

Stock

    

Capital

    

Earnings

    

Income

    

Equity

Balances, January 1, 2021

$

118

$

52,167

$

141,205

$

1,529

$

195,019

Net Income

 

 

 

3,998

 

 

3,998

Other comprehensive (loss)

 

 

 

 

(782)

 

(782)

Retirement of common stock

 

 

(819)

 

 

 

(819)

Stock-based compensation

97

97

Cash dividends declared

 

 

 

(1,409)

 

 

(1,409)

Balances, March 31, 2021

$

118

$

51,445

$

143,794

$

747

$

196,104

Net Income

 

 

 

4,031

 

 

4,031

Other comprehensive (loss)

 

 

 

 

(141)

 

(141)

Stock-based compensation

 

 

99

 

 

 

99

Cash dividends declared

 

 

 

(1,411)

 

 

(1,411)

Balances, June 30, 2021

$

118

$

51,544

$

146,414

$

606

$

198,682

See accompanying notes to Consolidated Financial Statements.

46

Table of Contents

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For Six Months Ended

June 30, 

(In thousands)

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income

$

13,112

$

8,029

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

 

 

Net accretion of acquisition accounting estimates

 

(816)

 

(142)

Provision for credit losses

 

800

 

1,075

Depreciation and amortization

 

2,901

 

1,277

Net amortization of securities

 

781

 

687

Amortization of debt issuance costs

61

61

(Gain) on mortgage banking activities

 

(1,878)

 

Proceeds from sale of mortgage loans held for sale

 

104,005

 

Originations of loans held for sale

 

(72,301)

 

Stock-based compensation expense

 

302

 

196

Deferred income tax expense (benefit)

81

(578)

(Gains) on valuation adjustments on mortgage servicing rights

(478)

Losses on sales and valuation adjustments on other real estate owned

44

2

Fair value adjustment on equity securities

108

20

Bank owned life insurance income

 

(410)

 

(545)

Net changes in:

Accrued interest receivable

(368)

1,229

Other assets

 

304

 

(1,127)

Accrued interest payable

 

5

 

(90)

Other liabilities

(3,202)

446

Net cash provided by operating activities

 

43,051

 

10,540

CASH FLOWS FROM INVESTING ACTIVITIES:

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

 

12,778

 

23,862

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

 

23,613

 

3,037

Purchases of securities held to maturity

(78,468)

 

(136,422)

Purchases of equity securities

 

(7)

 

(10)

Net (purchase) redemption of restricted securities

 

(5,735)

 

437

Net change in loans

 

(143,947)

 

(18,156)

Purchases of premises and equipment

 

(1,720)

 

(1,048)

Proceeds from sales of other real estate owned

394

 

Improvements to other real estate owned

(34)

Purchases of bank owned life insurance

(10,092)

(10,109)

Net cash (used in) investing activities

 

(203,218)

 

(138,409)

Net changes in:

 

Noninterest-bearing deposits

 

(38,375)

 

28,918

Interest-bearing deposits

 

26,704

 

151,004

Short-term borrowings

(4,143)

 

1,857

Common stock dividends paid

(4,762)

 

(2,820)

Retirement of common stock

 

(819)

Issuance of common stock

139

 

Net cash (used in) provided by financing activities

 

(20,437)

178,140

Net (decrease) increase in cash and cash equivalents

 

(180,604)

 

50,271

Cash and cash equivalents at beginning of period

 

583,613

 

186,917

Cash and cash equivalents at end of period

$

403,009

$

237,188


7

Table of Contents

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (CONTINUED)

Supplemental cash flows information:

Interest paid

$

4,101

$

3,046

Income taxes paid

$

2,261

$

2,441

Recognition (remeasurement of) lease liabilities arising from right-of-use assets

$

(678)

$

1,132

Transfers from loans to other real estate owned

$

69

$

205

Unrealized (loss) on securities available for sale

$

(9,226)

$

(1,269)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

For the Nine Months Ended September 30, 2017 and 2016

(Dollars in thousands)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 



 

 

 

 

Additional

 

 

 

 

Other

 

Total



 

Common

 

Paid in

 

Retained

 

Comprehensive

 

Stockholders'



 

Stock

 

Capital

 

Earnings

 

Income (Loss)

 

Equity



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, January 1, 2017

 

$

127 

 

$

64,201 

 

$

90,964 

 

$

(993)

 

$

154,299 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 -

 

 

 -

 

 

8,564 

 

 

 -

 

 

8,564 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 -

 

 

 -

 

 

 -

 

 

939 

 

 

939 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 -

 

 

748 

 

 

 -

 

 

 -

 

 

748 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared

 

 

 -

 

 

 -

 

 

(1,902)

 

 

 -

 

 

(1,902)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, September 30, 2017

 

$

127 

 

$

64,949 

 

$

97,626 

 

$

(54)

 

$

162,648 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, January 1, 2016

 

$

126 

 

$

63,815 

 

$

83,097 

 

$

(71)

 

$

146,967 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 -

 

 

 -

 

 

7,143 

 

 

 -

 

 

7,143 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 -

 

 

 -

 

 

 -

 

 

1,548 

 

 

1,548 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for employee stock-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

based awards

 

 

 -

 

 

53 

 

 

 -

 

 

 -

 

 

53 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

261 

 

 

 -

 

 

 -

 

 

262 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared

 

 

 -

 

 

 -

 

 

(1,138)

 

 

 -

 

 

(1,138)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, September 30, 2016

 

$

127 

 

$

64,129 

 

$

89,102 

 

$

1,477 

 

$

154,835 

See accompanying notes to Consolidated Financial Statements.

5

8




 

 

 

 

 

 

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)



 

 

 

 

 

 



 

For Nine Months Ended



 

September 30,



 

2017

 

2016

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net Income

 

$

8,564 

 

$

7,143 

Adjustments to reconcile net income to net cash provided by operating

 

 

 

 

 

 

activities:

 

 

 

 

 

 

Net accretion of acquisition accounting estimates

 

 

(347)

 

 

 -

Provision for credit losses

 

 

1,746 

 

 

1,430 

Depreciation and amortization

 

 

1,195 

 

 

1,856 

Net amortization of securities

 

 

612 

 

 

(17)

Stock-based compensation expense

 

 

748 

 

 

262 

Deferred income tax expense

 

 

3,075 

 

 

4,008 

(Gains) on sales of securities

 

 

(5)

 

 

(31)

Losses on disposals of premises and equipment

 

 

 

 

 -

(Gains) losses on sales of other real estate owned

 

 

(3)

 

 

125 

Write-downs of other real estate owned

 

 

296 

 

 

75 

Net changes in:

 

 

 

 

 

 

Accrued interest receivable

 

 

(447)

 

 

(15)

Other assets

 

 

(2,236)

 

 

(1,602)

Accrued interest payable

 

 

(15)

 

 

(32)

Other liabilities

 

 

543 

 

 

(272)

Net cash provided by operating activities

 

 

13,728 

 

 

12,930 



 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITES:

 

 

 

 

 

 

Proceeds from maturities and principal payments of investment securities

 

 

 

 

 

 

available for sale

 

 

35,957 

 

 

47,373 

Proceeds from sales of securities available for sale

 

 

 -

 

 

3,961 

Purchases of investment securities available for sale

 

 

(84,495)

 

 

(12,142)

Proceeds from maturities and principal payments of investment securities

 

 

 

 

 

 

held to maturity

 

 

479 

 

 

376 

Net change in loans

 

 

(53,834)

 

 

(68,171)

Purchases of premises and equipment

 

 

(1,035)

 

 

(542)

Proceeds from sales of other real estate owned

 

 

470 

 

 

3,454 

Cash received in branch acquisition (net of cash paid)

 

 

64,045 

 

 

 -

Net cash used in investing activities

 

 

(38,413)

 

 

(25,691)



 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Net changes in:

 

 

 

 

 

 

Noninterest-bearing deposits

 

 

29,883 

 

 

26,874 

Interest-bearing deposits

 

 

(33,584)

 

 

(10,042)

Short-term borrowings

 

 

(1,734)

 

 

(1,672)

Proceeds from the issuance of common stock

 

 

 -

 

 

53 

Common stock dividends paid

 

 

(1,902)

 

 

(1,138)

Net cash (used in) provided by financing activities

 

 

(7,337)

 

 

14,075 

Net (decrease) increase in cash and cash equivalents

 

 

(32,022)

 

 

1,314 

Cash and cash equivalents at beginning of period

 

 

75,938 

 

 

73,811 

Cash and cash equivalents at end of period

 

$

43,916 

 

$

75,125 



 

 

 

 

 

 

6

Table of Contents


Shore Bancshares, Inc.

Supplemental cash flows information:

 

 

 

 

 

 

Interest paid

 

$

1,738 

 

$

1,895 

Income taxes paid

 

$

2,000 

 

$

588 

Transfers from loans to other real estate owned

 

$

95 

 

$

1,599 

Change in unrealized gains on securities available for sale

 

$

1,550 

 

$

2,596 

Amortization of unrealized loss on securities transferred from

 

 

 

 

 

 

  available for sale to held to maturity

 

$

23 

 

$

 -



 

 

 

 

 

 

Branch purchase:

 

 

 

 

 

 

Tangible assets acquired (net of cash received)

 

$

129,188 

 

$

 -

Identifiable intangible assets acquired

 

$

3,954 

 

$

 -

Liabilities assumed

 

$

212,463 

 

$

 -

See accompanying notesNotes to Consolidated Financial Statements.

7


Shore Bancshares, Inc.

Notes to Consolidated Financial Statements

For the Three and NineSix Months Ended SeptemberJune 30, 20172022 and 20162021

(Unaudited)

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 SeptemberJune 30, 2017,2022, the consolidated results of income and comprehensive income for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016, and2021, changes in stockholders’ equity for the three and six months ended June 30, 2022 and 2021 and cash flows for the ninesix months ended SeptemberJune 30, 20172022 and 2016,2021, have been included. All such adjustments are of a normal recurring nature. The amounts as of December 31, 20162021 were derived from the 20162021 audited financial statements. The results of operations for the three and ninesix months ended SeptemberJune 30, 20172022 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, 2016.2021. For purposes of comparability, certain immaterial reclassifications have been made to amounts previously reported to conform with the current period presentation.

 

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

Reclassification

During the period of September 30, 2017, management made an immaterial reclassification adjustment to goodwill and deferred income taxes for a transaction involving a stock-based acquisition of an insurance entity which occurred in 2007. This reclassification was deemed an immaterial correction of an error as it had no impact on total assets or earnings per share previously reported in the Consolidated Balance Sheets and Consolidated Statements of Income for any period but was necessary in order to properly reflect goodwill and deferred income taxes on the Company’s consolidated balance sheet.   

Effective July 1, 2016, the Company’s two bank subsidiaries, The Talbot Bank of Easton Maryland and CNB were consolidated into one bank known as Shore United Bank. In these notes to the consolidated financial statements and the management discussion and analysis section, the term “the Bank” refers to Shore United Bank, unless the context requires stipulating results of the individual banks before the consolidation occurred.N.A. (the “Bank”).

Recent Accounting Standards and Other Authoritative Guidance

ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” amendment requires entities to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for periods beginning after December 15, 2016. ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date” ASU 2015-14 amendments defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” – ASU 2016-08 amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-10, “Revenue from Contracts with Customers (Topic 606):  Identifying Performance Obligations and Licensing” – ASU 2016-10 amendments clarify that contractual provisions that, explicitly or implicitly, require an entity to transfer control of additional goods or services to a customer should be distinguished from contractual provisions that, explicitly or implicitly, define the attributes of a single promised license. Attributes of a promised license define the scope of a customer’s right to use or right to access an entity’s intellectual property and, therefore, do not define whether the entity satisfies its performance obligation at a point in time or over time and do not create an obligation for the entity to transfer any additional rights to use or access its intellectual property. Revenues from services provided by financial institutions that could be impacted by the new guidance includes credit card arrangements, trust and custody services and administration services for customer deposits accounts (e.g., ATM and wire transfer transactions). This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Adoption of the ASU is not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures. The Company’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of ASU 2014-09. The Company’s revenue recognition pattern for revenue streams within the scope of ASU 2014-09, including but not limited to service charges on deposit accounts and gains/losses on the sale of OREO, is not expected to change significantly from current practice. The standard permits the use of either the full retrospective or modified retrospective transition method. The Company is currently planning to use the modified retrospective transition method which requires

8


application of ASU 2014-09 to uncompleted contracts at the date of adoption. Periods prior to the date of adoption are not retrospectively revised, but a cumulative effect of adoption is recognized for the impact of the ASU on uncompleted contracts at the date of adoption.

ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This ASU, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. ASU 2016-01 will be effective for us on January 1, 2018 and is not expected to have a significant impact on our financial statements.

ASU No. 2016-02, “Leases (Topic 842).” This ASU stipulates that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, Elements of Financial Statement , and, therefore, recognition of those lease assets and lease liabilities represents an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this ASU are effective for fiscal years after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Leases and lessors may not apply a full retrospective transition approach. While the Company is currently evaluating the impact of the new standard, we expect an increase to the Consolidated Balance Sheets for right-of-use assets and interest expense of the lease liabilities in the Consolidated Statements of Income, for arrangements previously accounted for as operating leases.

ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies the treatment and accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Upon adoption of ASU No. 2016-09 on January 1, 2017, the Company made an accounting policy election to recognize forfeitures of stock-based awards as they occur. The adoption of ASU No. 2016-09 did not have a material impact on our consolidated financial statements.

ASU No. 2016-13 – In June 2016, the Financial Instruments-CreditAccounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”  The amendments in this ASU, will replaceamong other things, require the incurred loss impairment methodology in current GAAP with a methodology that reflectsmeasurement of all expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any otherfor financial assets not excluded fromheld at the scope that have the contractual right to receive cash. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit losses, which will be more decision useful to users of the financial statements. It is not expected that an entity will need to create an economic forecast over the entire contractual life of long-dated financial assets. Therefore, the amendments will allow an entity to revert toreporting date based on historical loss information that is reflective of the contractual term (considering the effect of prepayments) for periods that are beyond the time frame for which the entity is able to developexperience, current conditions, and reasonable and supportable forecasts. The amendments retain manyFinancial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the disclosure amendments in Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures aboutloss estimation techniques applied today will still be permitted, although the Credit Quality of Financing Receivables and the Allowance for Credit Losses, updatedinputs to those techniques will change to reflect the change from an incurred loss methodology to anfull amount of expected credit loss methodology. Creditlosses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities should be measuredand purchased financial assets with credit deterioration. The FASB has issued multiple updates to ASU 2016-13 as codified in a manner similarTopic 326, including ASU’s 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, and 2020-03.  These ASU’s have provided for various minor technical corrections and improvements to current GAAP. However, the amendments require that credit losses be presentedcodification as an allowance rather than a write-down. For public entities that arewell as other transition matters.  Smaller reporting companies who file with the U.S. Securities and Exchange Commission (SEC) filers,and all other entities who do not file with the amendmentsSEC are effectiverequired to apply the guidance for fiscal years, and interim periods within those years, beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments earlier

9


as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company believes this ASU will have a significant impact on our consolidated financial statements and the method in which we calculate our credit losses, primarily on loans and held to maturity securities.2022.  At this time, the Company has established a project management team which meets periodically to discuss and assign roles and responsibilities, key tasks to complete, and a general timeline to be followed for implementation. The team has been working with an advisory consultant and has purchased a vendor model for implementation. Historical data has been collected and uploaded to the new model and the team is in the process of developing and understanding this pronouncement, evaluatingfinalizing the methodologies that will be utilized. The team is currently running a parallel simulation to its current incurred loss model. The Company is continuing to evaluate the extent of the potential impact of this pronouncementstandard and researching additional software resources that could assistcontinues to keep current on evolving interpretations and industry practices via webcasts, publications, conferences, and peer bank meetings.

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

ASU No. 2016-15, “Classification2022-02 – In March 2022, the (FASB) issued (ASU)  No. 2022-02, “Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 addresses areas identified by the FASB as

9

Table of Certain Cash ReceiptsContents

part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and Cash Payments." Current GAAP is unclear or does not include specific guidance on howenhance the disclosure requirements for loan refinancing’s and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to classify certain transactionsdisclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the statement of cash flows. This ASU is intended to reduce diversity in practice in how eight particular transactions are classified in the statement of cash flows. ASU No. 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. Entities will be required to apply the guidance retrospectively. If it is impracticable to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively. We adopted thevintage disclosures. The amendments in this ASU effective January 1, 2017. The adoption of ASU No. 2016-15 did not have a material impact on our consolidated financial statements.

ASU No. 2017-01 – In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805)” Clarifying the Definition of a Business. The ASU clarifies the definition of a business to assist with evaluating whether transactions should be accountedapplied prospectively, except for as acquisitions (or disposals)the transition method related to the recognition and measurement of assets or businesses. The amendmentstroubled debt restructurings (TDR), an entity has the option to apply a modified retrospective transition method, resulting in this update area cumulative-effect adjustment to retained earnings in the period of adoption. For entities that have adopted ASU 2016-13, ASU 2022-02 is effective for fiscal years beginning after December 15, 2017,2022, including interim periods within those fiscal years. The guidance is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures.

ASU No. 2017-03 – In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” The ASU adds an SEC paragraph to ASUs 2014-09, 2016-02, and 2016-13 which specifies the SEC staff view that a registrant should evaluate ASUsFor entities that have not yet been adopted to determineASU 2016-13, the appropriate disclosure abouteffective dates for ASU 2022-02 are the potential material effects of those ASUs onsame as the financial statements when adopted. The guidance also specifies the SEC staff view on financial statement disclosures when the company does not know or cannot reasonably estimate the impact that adoption of the ASUs will have on the financial statements. The ASU also conforms SEC guidance on accounting for tax benefits resulting from investments in affordable housing projects to the guidanceeffective dates in ASU 2014-01, Investments – Equity Method and Joint Ventures (Topic 323). The amendments in this update are effective upon issuance. The guidance did not have a significant impact on our consolidated financial statements.

ASU No. 2017-04 – In January 2017, FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The ASU simplifies measurement of goodwill and eliminates Step 2 from the goodwill impairment test. The Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after

December 15, 2019, including interim periods within those fiscal years.2016-13. Early adoption is permitted for goodwill impairment tests performedif an entity has adopted ASU 2016-13. An entity may elect to early adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is currently assessing the impact that ASU 2022-02 will have on testing dates after January 1, 2017. The guidanceits consolidated financial statements.

ASU No. 2022-03 - In June 2022, the (FASB) issued (ASU) No. 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not expected to have a significant impact on the Company’s financial positions, results of operations or disclosures 

ASU No. 2017-08 – In March 2017, the FASB issued ASU No. 2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.” Under current GAAP, entities normally amortize the premium as an adjustment of yield over the contractual lifeconsidered part of the instrument. This guidance shortensunit of account of the amortization period of certain callable debt securities held at a premium to the earliest call date. This updateequity security and, therefore, is not considered in measuring fair value.  The ASU is effective for fiscal years, andincluding interim periods within those fiscal years, beginning after December 15, 2018.2023.  Early adoption is permitted. The Company does not expect the adoption of ASU No. 2017-08 is not expected2022-03 to have a material impact on the Company’sits consolidated financial statements.

ASU No. 2017-092020-04 – In May 2017,March 2020, the FASB(FASB) issued (ASU) No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the (FASB) issued (ASU) No. 2017-09 “Stock Compensation, Scope of Modification Accounting.2021-01 “Reference Rate Reform (Topic 848): Scope.This ASU clarifies when changesthat certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU No. 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the terms of conditions of a share-based payment award mustdate that financial statements are available to be accounted forissued. An entity may elect to apply ASU No. 2021-01 to eligible hedging relationships existing as modifications. Companies will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes.beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020.  At present, the Bank has limited exposure to LIBOR based pricing. LIBOR based loans only comprise 19 loans or 3.9% of the loan portfolio. The new guidance should reduce diversity in practice and result in fewer changesBank is confident it can successfully negotiate a migration to the termsSecured Overnight Financing Rate (“SOFR”) between now and the implementation date. The Bank will notify customers within 120 days prior to migration to SOFR. The Bank acknowledges the replacement rate will be more volatile based on different countries migrating to different indexes and limited liquidity to support the rate. The Bank further acknowledges the volatility will be greatly influenced by the support provided by the Federal Reserve.   

10

Table of an award being accounted for as modifications, as the guidance will allow companies to make certain non-substantive changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU No. 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017; early adoption is permitted. ASU No. 2017-09 is not expected to have a material impact on the Company’s consolidated financial statements.


Note 2 – Business Combination

Northwest Bank Branch Acquisition

On May 19, 2017,October 31, 2021 (“Acquisition Date”), the Bank purchased three branches from Northwest BankCompany completed the acquisition of Severn Bancorp, Inc. (“NWBI”Severn”) located, a Maryland charted commercial bank, in Arbutus, Elkridge,accordance with the definitive agreement that was entered into on March 3, 2021, by and Owings Mills, Maryland. Pursuantamong the Company and Severn. The Company acquired Severn to access deposits and deploy excess capital into a high growth market, while also enhancing scale to drive efficiency and profitability. Additionally, this transaction creates a competitive position in the transaction, the Bank acquired $122.9 millionColumbia/Baltimore/Towson MSA, while filling in loans and $212.5 million in deposits, as well as the branch premises and equipment.our current market footprint. In connection with its purchasethe completion of the branches from Northwest,merger, former Severn shareholders received 0.6207 shares of Shore common stock and $1.59 in cash for each share of Severn common stock. Based on the Bank received a cash payment from Northwest$18.48 per share closing price of $64.0 million, whichthe Company’s common stock on October 29, 2021 and including the fair value of options converted or cashed-out, the total transaction value was netapproximately $169.8 million. Upon completion of a premium paid on depositsthe acquisition, Shore shareholders owned approximately 59.6% of $17.2 million. This acquisition provides the Bank with the opportunity to enhance its footprintcombined company, and former Severn shareholders owned approximately 40.4%.

As of October 31, 2021, Severn, headquartered in Maryland by extending its branch network across the Eastern Shore to the greater Baltimore area communities of Elkridge, Owings MillsAnnapolis, MD, had more than $1.1 billion in assets and Arbutus.operated 7 full-service community banking offices throughout Anne Arundel County, Maryland.

The Company hasacquisition of Severn was accounted for the branch purchases underas a business combination using the acquisition method of accounting in accordance with FASB ASC topic 805, “Business Combinations,” whereby theand, accordingly, assets acquired, assetsliabilities assumed, and liabilitiesconsideration paid were recorded by the Bank at their estimated fair values on the Acquisition Date. The provisional amount of goodwill recognized as of their acquisition date.

the Acquisition Date was approximately $45.9 million. The acquired assets and assumed liabilitiesCompany will continue to keep the measurement of the NWBI branches were measured at estimated fair value. Management made significant estimates and exercised significant judgement in accountinggoodwill open for the acquisition of the NWBI branches. Management evaluated expected cash flows, prepayment speeds and estimated loss factorsany additional adjustments to measure fair values for loans. Deposits were valued based upon interest rates, original and remaining terms and maturities, as well as current rates for similar funds in the same markets. Premises were based on recent appraised values, whereas equipment was acquired based on the remaining book value from NWBI, which approximated fair value. Management engaged independent outside experts to provide the fair value estimates.

The following table providesof certain accounts, for example loans, that may arise during the purchase price asCompany’s final review procedures of any updated information. If considered necessary, any subsequent adjustments to the acquisition date, the identifiablefair value of assets acquired and liabilities assumed, at their estimated fair values, andidentifiable intangible assets, or other purchase accounting adjustments will result in adjustments to goodwill within the resultingfirst 12 months following the Acquisition Date. The goodwill of $15.3 million recorded from the acquisition:

(in thousands)

Purchase Price Consideration:

Cash consideration

$

17,186 

Total purchase price for NWBI branch acquisition

$

17,186 

Assets acquired at fair value:

Cash and cash equivalents

$

81,231 

Loans

122,862 

Premises and equipment, net

6,326 

Core deposit intangible

3,954 

Total fair value of assets acquired

$

214,373 

Liabilities assumed at fair value:

Deposits

$

212,456 

Other liabilities

Total fair value of liabilities assumed

$

212,463 

Net assets acquired at fair value:

$

1,910 

Transaction consideration paid to Northwest Bank

$

17,186 

Amount of goodwill resulting from acquisition

$

15,276 

The total amount of goodwill arising from this transaction of $15.3 million is not expected to be deductible for tax purposes, pursuant to section 197purposes.

As a result of the Internal Revenue Code.integration of the operations of Severn, it is not practicable to determine revenue or net income included in the Company’s consolidated operating results relating to Severn since the date of acquisition, as Severn’s results cannot be separately identified. Comparative pro-forma financial statements for the prior year period were not presented, as adjustments to those statements would not be indicative of what would have occurred had the acquisition taken place on January 1, 2021. In particular, adjustments that would have been necessary to be made to record the loans at fair value, the provision of credit losses or the core deposit intangible would not be practical to estimate.

11

The consideration paid for Severn’s common equity and outstanding stock options and the provisional fair values of acquired identifiable assets and assumed identifiable liabilities were as follows:

(In thousands, except per share data)

Purchase Price Consideration:

Fair value of common shares issued (8,053,088 shares) based on Shore Bancshares, Inc. share price of $18.48

$

148,821

Cash consideration

20,631

Cash paid for cash-out Severn stock options

310

Cash for fractional shares

3

Total purchase price

$

169,765

Identifiable assets:

Cash and cash equivalents

$

326,725

Total securities

146,292

Loans held for sale

9,613

Loans, net (1)

584,776

Premises and equipment, net

24,768

Other real estate owned

329

Core deposit intangible asset

6,550

Other assets (1)

20,304

Total identifiable assets

$

1,119,357

Identifiable liabilities:

Deposits

$

955,288

Total debt

28,341

Other liabilities

11,727

Total identifiable liabilities

$

995,356

Provisional fair value of net assets acquired including identifiable intangible assets

124,001

Provisional resulting goodwill (1)

$

45,764


(1)Includes the effect of measurement period adjustments recorded in the first quarter of 2022 and reconciled in the table below.

The following table details the changes in fair value of net assets acquired and liabilities assumed from the amounts reported for the year ended December 31, 2021 (dollars in thousands).

Goodwill at December 31, 2021

$

45,904

Effect of adjustments to:

Loans, net

(192)

Other assets

52

Goodwill at June 30, 2022

$

45,764

The adjustment to goodwill made during the first quarter of 2022 was related to the fair value of certain acquired loans, net of the related deferred tax impact which was determined to be higher than their acquisition date fair values.

Acquired loans

The following table outlines the contractually required payments receivable, cash flows we expectexpected to receive, and the accretable yield for all NWBISevern purchased credit-impaired (PCI) loans as of the acquisition date.

Contractually required payments receivable

$

46,833

Nonaccretable difference

(3,364)

Cash flows expected to be collected

43,469

Accretable yield

(5,667)

Fair value

$

37,802



 

 

 

 

 

 

 

 

 

 

 

 



 

Contractually

 

 

 

 

 

 

 

 

 



 

Required

 

Cash Flows

 

 

 

 

Carrying Value



 

Payments

 

Expected To Be

 

Accretable FMV

 

of Loans



 

Receivable

 

Collected

 

Adjustments

 

Receivable



 

 

 

 

 

 

 

 

 

 

 

 

Performing loans acquired

 

$

125,131 

 

 

125,131 

 

 

2,269 

 

$

122,862 



 

 

 

 

 

 

 

 

 

 

 

 

12

The Company recorded all loans acquired at the estimated fair value on the purchaseacquisition date with no carryover of the related allowance for loan losses. The Company only acquired loans which were deemed to be performing loans with no signs of credit deterioration.

The Company determined the net discounted value of cash flows on approximately 864gross loans totaling $593.3 million, including 1,306 performing loans totaling $125.1 million.and 162 PCI loans. The valuation took into consideration the loans’ underlying characteristics, including account types, remaining terms, annual interest rates, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan-to-valueloan-to-loan value ratios, loss exposures, and remaining balances. These performing loans were segregated into pools based on loan and payment type. The effect of this fairthe valuation process was a total net accretable discount adjustment of $2.3$8.7 million at acquisition.

12


Note 3 – Earnings Per Share

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

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

(In thousands, except per share data)

2022

2021

    

2022

    

2021

Net Income

$

7,499

$

4,031

$

13,112

$

8,029

Weighted average shares outstanding - Basic

19,847

11,752

 

19,838

 

11,749

Dilutive effect of common stock equivalents-options

2

 

 

1

Weighted average shares outstanding - Diluted

19,847

11,754

 

19,838

 

11,750

Earnings per common share - Basic and Diluted

$

0.38

$

0.34

$

0.66

$

0.68



 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Nine Months Ended



 

September 30,

 

September 30,

(In thousands, except per share data)

 

2017

 

2016

 

2017

 

2016



 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

3,412 

 

$

2,411 

 

$

8,564 

 

$

7,143 

Weighted average shares outstanding - Basic

 

 

12,687 

 

 

12,661 

 

 

12,679 

 

 

12,648 

Dilutive effect of common stock equivalents-options

 

 

21 

 

 

 -

 

 

21 

 

 

 -

Dilutive effect of common stock equivalents-restricted stock units

 

 

 

 

15 

 

 

 

 

15 

Weighted average shares outstanding - Diluted

 

 

12,716 

 

 

12,676 

 

 

12,706 

 

 

12,663 

Earnings per common share - Basic

 

$

0.27 

 

$

0.19 

 

$

0.68 

 

$

0.56 

Earnings per common share - Diluted

 

$

0.27 

 

$

0.19 

 

$

0.67 

 

$

0.56 

There were no0 weighted average common stock equivalents excluded from the calculation of diluted earnings per share for the three and ninesix months June 30, 2021. There were 0 potentially dilutive shares outstanding during the three and six months ended SeptemberJune 30, 2017 and 2016.2022.

Note 4 – Investment Securities

The following table providestables provide information on the amortized cost and estimated fair values of investmentdebt securities.

    

    

Gross

    

Gross

    

Estimated

Amortized

Unrealized

Unrealized

Fair

(Dollars in thousands)

Cost

Gains

Losses

Value

Available-for-sale securities:

June 30, 2022

U.S. Government agencies

$

22,238

$

9

$

2,760

$

19,487

Mortgage-backed

 

79,579

 

11

 

6,303

 

73,287

Other Debt securities

2,022

107

1,915

Total

$

103,839

$

20

$

9,170

$

94,689

December 31, 2021

U.S. Government agencies

$

22,932

$

7

$

634

$

22,305

Mortgage-backed

 

91,948

 

1,318

 

629

 

92,637

Other Debt securities

 

2,026

 

14

 

 

2,040

Total

$

116,906

$

1,339

$

1,263

$

116,982

NaN available for sale securities were sold during the three and six months ended June 30, 2022 and 2021.



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Gross

 

Gross

 

Estimated



 

Amortized

 

Unrealized

 

Unrealized

 

Fair

(Dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

52,093 

 

$

64 

 

$

154 

 

$

52,003 

Mortgage-backed

 

 

160,645 

 

 

660 

 

 

580 

 

 

160,725 

Equity

 

 

662 

 

 

 -

 

 

 -

 

 

662 

Total

 

$

213,400 

 

$

724 

 

$

734 

 

$

213,390 



 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

34,320 

 

$

56 

 

$

58 

 

$

34,318 

Mortgage-backed

 

 

130,490 

 

 

263 

 

 

1,809 

 

 

128,944 

Equity

 

 

652 

 

 

 -

 

 

12 

 

 

640 

Total

 

$

165,462 

 

$

319 

 

$

1,879 

 

$

163,902 



 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity securities:

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

1,837 

 

$

42 

 

$

 -

 

$

1,879 

States and political subdivisions

 

 

1,404 

 

 

61 

 

 

 -

 

 

1,465 

Other debt securities (1)

 

 

3,000 

 

 

107 

 

 

 -

 

 

3,107 

Total

 

$

6,241 

 

$

210 

 

$

 -

 

$

6,451 



 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

2,089 

 

$

26 

 

$

 -

 

$

2,115 

States and political subdivisions

 

 

1,615 

 

 

76 

 

 

 -

 

 

1,691 

Other debt securities (1)

 

 

3,000 

 

 

 -

 

 

 -

 

 

3,000 

Total

 

$

6,704 

 

$

102 

 

$

 -

 

$

6,806 

(1)

On December 15, 2016, the Company bought $3.0 million in subordinated notes with a fixed to floating rate of 6.5% from a local regional bank which it intends to hold to maturity of December 30, 2026.

13


    

    

Gross

    

Gross

    

Estimated

Amortized

Unrealized

Unrealized

Fair

(Dollars in thousands)

Cost

Gains

Losses

Value

Held-to-maturity securities:

    

    

    

    

June 30, 2022

U.S. Government agencies

$

104,847

$

$

8,254

$

96,593

Mortgage-backed

341,709

47

35,006

306,750

States and political subdivisions

 

400

 

 

 

400

Other debt securities

 

12,001

 

 

309

 

11,692

Total

$

458,957

$

47

$

43,569

$

415,435

December 31, 2021

U.S. Government agencies

$

87,072

$

20

$

1,231

$

85,861

Mortgage-backed

302,604

301

2,248

300,657

States and political subdivisions

 

400

 

2

 

 

402

Other debt securities

 

14,518

 

95

 

9

 

14,604

Total

$

404,594

$

418

$

3,488

$

401,524

Equity securities with an aggregate fair value of $1.3 million at June 30, 2022 and $1.4 million at December 31, 2021 are presented separately on the balance sheet. The fair value adjustment recorded through earnings totaled $(108) thousand for the six months ended June 30, 2022 and $(20) thousand for the six months ended June 30, 2021, respectively.

The following tables provide information about gross unrealized losses and fair value by length of time that the individual securities have been in a continuous unrealized loss position at SeptemberJune 30, 20172022 and December 31, 2016.2021.

Less than

More than

12 Months

12 Months

Total

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

(Dollars in thousands)

Value

Losses

Value

Losses

Value

Losses

June 30, 2022

Available-for-sale securities:

U.S. Government agencies

$

2,097

$

155

$

15,395

$

2,605

$

17,492

$

2,760

Mortgage-backed

 

44,686

 

2,320

 

27,615

 

3,983

 

72,301

 

6,303

Other debt securities

1,915

107

1,915

107

Total

$

48,698

$

2,582

$

43,010

$

6,588

$

91,708

$

9,170

Held-to-maturity securities:

U.S. Government agencies

$

77,296

$

5,945

$

19,297

$

2,309

$

96,593

$

8,254

Mortgage-backed

258,844

29,538

32,690

5,468

291,534

35,006

Other debt securities

8,691

309

8,691

309

Total

$

344,831

$

35,792

$

51,987

$

7,777

$

396,818

$

43,569



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Less than

 

More than

 

 

 

 

 

 



 

12 Months

 

12 Months

 

Total



 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

(Dollars in thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

40,819 

 

$

150 

 

$

2,998 

 

$

 

$

43,817 

 

$

154 

Mortgage-backed

 

 

60,113 

 

 

289 

 

 

11,086 

 

 

291 

 

 

71,199 

 

 

580 

Total

 

$

100,932 

 

$

439 

 

$

14,084 

 

$

295 

 

$

115,016 

 

$

734 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Less than

 

More than

 

 

 

 

 

 



 

12 Months

 

12 Months

 

Total



 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

(Dollars in thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

11,926 

 

$

58 

 

$

 -

 

$

 -

 

$

11,926 

 

$

58 

Mortgage-backed

 

 

100,237 

 

 

1,546 

 

 

9,208 

 

 

263 

 

 

109,445 

 

 

1,809 

Equity securities

 

 

640 

 

 

12 

 

 

 -

 

 

 -

 

 

640 

 

 

12 

Total

 

$

112,803 

 

$

1,616 

 

$

9,208 

 

$

263 

 

$

122,011 

 

$

1,879 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

Table of Contents

Less than

More than

12 Months

12 Months

Total

    

Fair

    

Unrealized

    

Fair

    

Unrealized

    

Fair

    

Unrealized

(Dollars in thousands)

Value

Losses

Value

Losses

Value

Losses

December 31, 2021

Available-for-sale securities:

U.S. Government agencies

$

1,561

$

1

$

17,368

$

633

$

18,929

$

634

Mortgage-backed

 

39,851

 

593

 

3,562

 

36

 

43,413

 

629

Total

$

41,412

$

594

$

20,930

$

669

$

62,342

$

1,263

Held-to-maturity securities:

U.S. Government agencies

$

64,268

$

1,005

$

11,719

$

226

$

75,987

$

1,231

Mortgage-backed

226,918

1,836

14,564

412

241,482

2,248

Other debt securities

 

491

 

9

 

 

 

491

 

9

Total

$

291,677

$

2,850

$

26,283

$

638

$

317,960

$

3,488

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

There were one hundred five available-for-sale securities and one hundred sixty-four held-to-maturity securities in an unrealized loss position at June 30, 2022.

The following table provides information on the amortized cost and estimated fair values of investment securities by maturity date at SeptemberJune 30, 2017.2022.

Available for sale

Held to maturity

    

Amortized

    

    

Amortized

    

(Dollars in thousands)

Cost

Fair Value

Cost

Fair Value

Due in one year or less

$

34

$

33

$

4,415

$

4,396

Due after one year through five years

 

2,254

 

2,211

 

50,829

 

48,325

Due after five years through ten years

 

51,738

 

48,323

 

91,469

 

86,063

Due after ten years

 

49,813

 

44,122

 

312,244

 

276,651

Total

$

103,839

$

94,689

$

458,957

$

415,435



 

 

 

 

 

 

 

 

 

 

 

 



 

Available for sale

 

Held to maturity



 

Amortized

 

Estimated

 

Amortized

 

Estimated

(Dollars in thousands)

 

Cost

 

Fair Value

 

Cost

 

Fair Value

Due in one year or less

 

$

9,000 

 

$

8,996 

 

$

 -

 

$

 -

Due after one year through five years

 

 

40,973 

 

 

40,831 

 

 

902 

 

 

946 

Due after five years through ten years

 

 

34,242 

 

 

34,241 

 

 

3,502 

 

 

3,626 

Due after ten years

 

 

128,523 

 

 

128,660 

 

 

1,837 

 

 

1,879 



 

 

212,738 

 

 

212,728 

 

 

6,241 

 

 

6,451 

Equity securities

 

 

662 

 

 

662 

 

 

 -

 

 

 -

Total

 

$

213,400 

 

$

213,390 

 

$

6,241 

 

$

6,451 

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

14

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Table of Contents

Note 5 – Loans and Allowance for Credit Losses

The Company makes residential mortgage, commercial and consumer loans to customers primarily in TalbotAnne Arundel County, Baltimore City, Baltimore County, Howard County, Kent County, Queen Anne’s County, KentCaroline County, CarolineTalbot County, Dorchester County Baltimore County and HowardWorcester County in Maryland, Kent County, Delaware and in Accomack County, Virginia. The following table provides information about the principal classes of the loan portfolio at SeptemberJune 30, 20172022 and December 31, 2016.2021.

(Dollars in thousands)

    

June 30, 2022

    

December 31, 2021

    

Construction

$

263,069

$

239,353

Residential real estate

 

695,421

 

654,769

Commercial real estate

 

953,090

 

896,229

Commercial

 

158,345

 

203,377

Consumer

 

194,654

 

125,447

Total loans

 

2,264,579

 

2,119,175

Allowance for credit losses

 

(15,483)

 

(13,944)

Total loans, net

$

2,249,096

$

2,105,231



 

 

 

 

 

 

(Dollars in thousands)

 

September 30, 2017

 

December 31, 2016

Construction

 

$

106,617 

 

$

84,002 

Residential real estate

 

 

387,722 

 

 

325,768 

Commercial real estate

 

 

454,626 

 

 

382,681 

Commercial 

 

 

91,799 

 

 

72,435 

Consumer

 

 

6,483 

 

 

6,639 

Total loans

 

 

1,047,247 

 

 

871,525 

Allowance for credit losses

 

 

(9,295)

 

 

(8,726)

Total loans, net

 

$

1,037,952 

 

$

862,799 

Loans are stated at their principal amount outstanding net of any purchase premiums,premiums/discounts, deferred fees and costs. Loans includedIncluded in loans were deferred costs, net of deferred fees, of $632$846 thousand and $1.2 million at June 30, 2022 and December 31, 2021. At June 30, 2022 and December 31, 2021, included in total loans were $31.3 million and $39.9 million in loans, respectively, net of discounts on acquired loans of $2.0$416 thousand and $516 thousand, respectively, as part of the Northwest Bancshares, Inc. branch acquisition in 2017. At June 30, 2022 and December 31, 2021, included in total loans were $451.5 million and $553.0 million in loans, acquired as part of the acquisition of Severn. These balances were presented net of the related discount which totaled $7.6 million and $8.4 million at SeptemberJune 30, 2017. Loans included deferred costs, net of deferred fees, of $509 thousand at2022 and December 31, 2016.2021, respectively. Interest income on loans is accrued at the contractual rate based on the principal amount outstanding. feesFees charged and costs capitalized for originating loans are being amortized substantially on the interest method over the term of the loan. A loan is placed on nonaccrual (i.e., interest income is no longer accrued) when it is specifically determined to be impaired or when principal or interest is delinquent for 90 days or more, unless the loan is well secured and in the process of collection. Any unpaid interest previously accrued on those loans is reversed from income.

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

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

A loan is considered a troubled debt restructuring (“TDR”)TDR if a borrower is experiencing financial difficulties and a creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. Loans are identified to be restructured

16

Table of Contents

when signs of impairment arise such as borrower interest rate reduction request, slowness to pay, or when an inability to repay becomes evident. The terms being offered are evaluated to determine if they are more liberal than those that would be indicated by policy or industry standards for similar, untroubled credits. In those situations where the terms or the interest rates are considered to be more favorable than industry standards or the Bank’s current underwriting guidelines of the Company’s banking subsidiary, Shore United Bank (the “Bank”), the loan is classified as a TDR. All loans designated as TDRs are considered impaired loans and may be on either accrual or nonaccrual status. In instances where the loan has been placed on nonaccrual status, six consecutive months of timely payments are required prior to returning the loan to accrual status.

15


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

During 2021 and 2020, the Company participated in the Small Business Administration’s Paycheck Protection Program (PPP). As of June 30, 2022, the Company held PPP loans with a total outstanding balance of $1.7 million, inclusive of loans issued pre-merger and those acquired from Severn, which are included in the commercial loan segment in the table above. As of December 31, 2021, the Company held PPP loans with a total outstanding balance of $27.6 million, of which $9.2 million was acquired from Severn, which are included in the commercial loan segment in the table above. The decrease is due to repayment and forgiveness received as of June 30, 2022. As compensation for originating the loans, the Company received lender processing fees from the SBA, which were deferred, along with the related loan origination costs. These net fees are being accreted to interest income over the remaining contractual lives of the loans. Upon forgiveness of a PPP loan and repayment by the SBA, which may be prior to the loan’s maturity, the remainder of any unrecognized net fees are recognized as interest income.

The following tables provide information about all loans acquired from Severn.

June 30, 2022

Acquired Loans -

Acquired Loans -

Purchased

Purchased

Acquired Loans -

(Dollars in thousands)

    

Credit Impaired

    

Performing

    

Total

Outstanding principal balance

$

32,398

$

426,735

$

459,133

Carrying amount

Construction

$

681

$

53,864

$

54,545

Residential real estate

 

15,492

 

138,304

 

153,796

Commercial real estate

 

12,860

 

187,851

 

200,711

Commercial

 

239

 

41,451

 

41,690

Consumer

 

23

 

767

 

790

Total loans

$

29,295

$

422,237

$

451,532

December 31, 2021

Acquired Loans -

Acquired Loans -

Purchased

Purchased

Acquired Loans -

(Dollars in thousands)

    

Credit Impaired

    

Performing

    

Total

Outstanding principal balance

$

36,943

$

524,474

$

561,417

Carrying amount

Construction

$

2,379

$

91,823

$

94,202

Residential real estate

 

17,326

 

167,580

 

184,906

Commercial real estate

 

13,594

 

202,819

 

216,413

Commercial

 

321

 

56,200

 

56,521

Consumer

 

30

 

921

 

951

Total loans

$

33,650

$

519,343

$

552,993

17

Table of Contents

The following table presents a summary of the change in the accretable yield on PCI loans acquired from Severn.

For the Six Months Ended

(Dollars in thousands)

    

June 30, 2022

Accretable yield, beginning of period

$

5,367

Accretion

 

(788)

Reclassification of nonaccretable difference due to improvement in expected cash flows

 

325

Other changes, net

 

237

Accretable yield, end of period

$

5,141

At June 30, 2022, the Bank was servicing $341.8 million in loans for the Federal National Mortgage Association and $75.9 million in loans for the Federal Home Loan Mortgage Corporation.

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

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

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

 

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

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

 

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

16

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Table of Contents

The following tables include impairment information relating to loans and the allowance for credit losses as of SeptemberJune 30, 20172022 and December 31, 2016.2021.

    

    

Residential

    

Commercial

    

    

    

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

June 30, 2022

Loans individually evaluated for impairment

$

472

$

5,801

$

3,782

$

204

$

103

$

10,362

Loans collectively evaluated for impairment

 

261,916

 

674,128

 

936,448

 

157,902

 

194,528

 

2,224,922

Acquired loans - PCI

681

 

15,492

 

12,860

 

239

 

23

 

29,295

Total loans

$

263,069

$

695,421

$

953,090

$

158,345

$

194,654

$

2,264,579

Allowance for credit losses allocated to:

Loans individually evaluated for impairment

$

$

158

$

$

$

3

$

161

Loans collectively evaluated for impairment

 

3,345

 

2,620

 

4,441

 

1,681

 

3,235

 

15,322

Acquired loans - PCI

Total allowance

$

3,345

$

2,778

$

4,441

$

1,681

$

3,238

$

15,483



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Residential

 

Commercial

 

 

 

 

 

 

(Dollars in thousands)

 

Construction

 

real estate

 

real estate

 

Commercial

 

Consumer

 

Total

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$

6,986 

 

$

7,190 

 

$

5,265 

 

$

341 

 

$

 -

 

$

19,782 

Loans collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

 

99,631 

 

 

380,532 

 

 

449,361 

 

 

91,458 

 

 

6,483 

 

 

1,027,465 

Total loans

 

$

106,617 

 

$

387,722 

 

$

454,626 

 

$

91,799 

 

$

6,483 

 

$

1,047,247 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$

589 

 

$

251 

 

$

35 

 

$

 -

 

$

 -

 

$

875 

Loans collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

 

1,652 

 

 

1,792 

 

 

2,849 

 

 

1,804 

 

 

323 

 

 

8,420 

Total allowance

 

$

2,241 

 

$

2,043 

 

$

2,884 

 

$

1,804 

 

$

323 

 

$

9,295 

    

    

Residential

    

Commercial

    

    

    

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

December 31, 2021

Loans individually evaluated for impairment

$

321

$

3,717

$

3,833

$

226

$

$

8,097

Loans collectively evaluated for impairment

 

236,653

 

633,726

 

878,802

 

202,830

 

125,417

 

2,077,428

Acquired loans - PCI

2,379

17,326

13,594

321

30

33,650

Total loans

$

239,353

$

654,769

$

896,229

$

203,377

$

125,447

$

2,119,175

Allowance for credit losses allocated to:

Loans individually evaluated for impairment

$

$

172

$

1

$

$

$

173

Loans collectively evaluated for impairment

 

2,454

 

2,686

 

4,597

 

2,070

 

1,964

 

13,771

Acquired loans - PCI

 

 

 

 

 

Total allowance

$

2,454

$

2,858

$

4,598

$

2,070

$

1,964

$

13,944

The allowance for loan losses was 0.68% of total loans and 0.89% when excluding PPP loans and acquired loans, at June 30, 2022 compared to 0.66% and 0.93% at December 31, 2021.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Residential

 

Commercial

 

 

 

 

 

 

(Dollars in thousands)

 

Construction

 

real estate

 

real estate

 

Commercial

 

Consumer

 

Total

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$

8,007 

 

$

7,778 

 

$

6,088 

 

$

 -

 

$

99 

 

$

21,972 

Loans collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

 

75,995 

 

 

317,990 

 

 

376,593 

 

 

72,435 

 

 

6,540 

 

 

849,553 

Total loans

 

$

84,002 

 

$

325,768 

 

$

382,681 

 

$

72,435 

 

$

6,639 

 

$

871,525 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$

1,639 

 

$

317 

 

$

185 

 

$

 -

 

$

 -

 

$

2,141 

Loans collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

 

1,148 

 

 

1,636 

 

 

2,425 

 

 

1,145 

 

 

231 

 

 

6,585 

Total allowance

 

$

2,787 

 

$

1,953 

 

$

2,610 

 

$

1,145 

 

$

231 

 

$

8,726 

17

19


Table of Contents

The following tables provide information on impaired loans and any related allowance by loan class as of SeptemberJune 30, 20172022 and December 31, 2016.2021. The difference between the unpaid principal balance and the recorded investment is the amount of partial charge-offs that have been taken.taken and interest paid on nonaccrual loans that has been applied to principal.

    

    

Recorded

    

Recorded

    

    

Unpaid

investment

investment

Quarter-to-date

Year-to-date

Interest

principal

with no

with an

Related

average recorded

average recorded

income

(Dollars in thousands)

balance

allowance

allowance

allowance

investment

investment

recognized

June 30, 2022

Impaired nonaccrual loans:

Construction

$

297

$

297

$

$

$

314

$

322

$

Residential real estate

 

941

 

840

 

18

 

 

1,487

 

1,482

 

Commercial real estate

 

540

 

539

 

 

 

740

 

823

 

Commercial

 

379

 

204

 

 

 

208

 

265

 

Consumer

 

47

 

47

 

 

 

31

 

52

 

Total

$

2,204

$

1,927

$

18

$

$

2,780

$

2,944

$

Impaired accruing TDRs:

Construction

$

17

$

17

$

$

$

18

$

20

$

Residential real estate

 

5,196

 

2,660

 

2,199

 

158

 

2,773

 

3,221

 

56

Commercial real estate

 

2,509

 

2,123

 

386

 

 

2,147

 

2,431

 

38

Commercial

 

 

 

 

 

 

 

Consumer

 

56

 

 

56

 

3

 

 

9

 

Total

$

7,778

$

4,800

$

2,641

$

161

$

4,938

$

5,681

$

94

Other impaired accruing loans:

Construction

$

158

$

158

$

$

$

265

$

133

$

3

Residential real estate

 

84

 

84

 

 

 

5

 

17

 

4

Commercial real estate

 

734

 

734

 

 

 

524

 

471

 

4

Commercial

 

 

 

 

 

 

4

 

1

Consumer

 

 

 

 

 

 

19

 

Total

$

976

$

976

$

$

$

794

$

644

$

12

Total impaired loans:

Construction

$

472

$

472

$

$

$

597

$

475

$

3

Residential real estate

 

6,221

 

3,584

 

2,217

 

158

 

4,265

 

4,720

 

60

Commercial real estate

 

3,783

 

3,396

 

386

 

 

3,411

 

3,725

 

42

Commercial

 

379

 

204

 

 

 

208

 

269

 

1

Consumer

 

103

 

47

 

56

 

3

 

31

 

80

 

Total

$

10,958

$

7,703

$

2,659

$

161

$

8,512

$

9,269

$

106



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Recorded

 

 

Recorded

 

 

 

Quarter-to-

 

Year-to-date

 

 

 



 

Unpaid

 

 

investment

 

 

investment

 

 

 

date average

 

average

 

Interest



 

principal

 

 

with no

 

 

with an

 

Related

 

recorded

 

recorded

 

income

(Dollars in thousands)

 

balance

 

 

allowance

 

 

allowance

 

allowance

 

investment

 

investment

 

recognized

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

3,035 

 

$

125 

 

$

2,828 

 

$

548 

 

$

2,890 

 

$

3,253 

 

$

 -

Residential real estate

 

 

2,736 

 

 

2,439 

 

 

126 

 

 

23 

 

 

2,840 

 

 

3,573 

 

 

 -

Commercial real estate

 

 

1,075 

 

 

430 

 

 

 -

 

 

 -

 

 

489 

 

 

627 

 

 

 -

Commercial 

 

 

425 

 

 

341 

 

 

 -

 

 

 -

 

 

344 

 

 

153 

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

55 

 

 

 -

Total

 

$

7,271 

 

$

3,335 

 

$

2,954 

 

$

571 

 

$

6,563 

 

$

7,661 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired accruing TDRs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

4,033 

 

$

3,098 

 

$

935 

 

$

41 

 

$

4,034 

 

$

4,086 

 

$

82 

Residential real estate

 

 

4,625 

 

 

2,190 

 

 

2,435 

 

 

228 

 

 

3,691 

 

 

3,620 

 

 

117 

Commercial real estate

 

 

4,835 

 

 

4,094 

 

 

741 

 

 

35 

 

 

4,841 

 

 

4,872 

 

 

145 

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

$

13,493 

 

$

9,382 

 

$

4,111 

 

$

304 

 

$

12,566 

 

$

12,578 

 

$

344 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

7,068 

 

$

3,223 

 

$

3,763 

 

$

589 

 

$

6,924 

 

$

7,339 

 

$

82 

Residential real estate

 

 

7,361 

 

 

4,629 

 

 

2,561 

 

 

251 

 

 

6,531 

 

 

7,193 

 

 

117 

Commercial real estate

 

 

5,910 

 

 

4,524 

 

 

741 

 

 

35 

 

 

5,330 

 

 

5,499 

 

 

145 

Commercial 

 

 

425 

 

 

341 

 

 

 -

 

 

 -

 

 

344 

 

 

153 

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

55 

 

 

 -

Total

 

$

20,764 

 

$

12,717 

 

$

7,065 

 

$

875 

 

$

19,129 

 

$

20,239 

 

$

344 

1820

Table of Contents

    

    

Recorded

    

Recorded

    

    

June 30, 2022

Unpaid

investment

investment

Quarter-to-date

Year-to-date

Interest

principal

with no

with an

Related

average recorded

average recorded

income

(Dollars in thousands)

balance

allowance

allowance

allowance

investment

investment

recognized

December 31, 2021

Impaired nonaccrual loans:

Construction

$

297

$

297

$

$

$

297

$

297

$

Residential real estate

 

882

 

803

 

 

 

1,204

 

1,307

 

Commercial real estate

 

994

 

606

 

 

 

2,214

 

2,613

 

Commercial

 

380

 

216

 

 

 

241

 

246

 

Consumer

 

 

 

 

 

9

 

19

 

Total

$

2,553

$

1,922

$

$

$

3,965

$

4,482

$

Impaired accruing TDRs:

Construction

$

24

$

24

$

$

$

31

$

32

$

1

Residential real estate

 

2,965

 

475

 

2,361

 

172

 

3,354

 

3,442

 

89

Commercial real estate

 

2,807

 

2,352

 

455

 

1

 

3,005

 

3,035

 

46

Commercial

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

Total

$

5,796

$

2,851

$

2,816

$

173

$

6,390

$

6,509

$

136

Other impaired accruing loans:

Construction

$

$

$

$

$

$

$

Residential real estate

 

78

 

78

 

 

 

359

 

606

 

7

Commercial real estate

 

420

 

420

 

 

 

479

 

495

 

2

Commercial

 

10

 

10

 

 

 

 

25

 

Consumer

 

 

 

 

 

 

 

Total

$

508

$

508

$

$

$

838

$

1,126

$

9

Total impaired loans:

Construction

$

321

$

321

$

$

$

328

$

329

$

1

Residential real estate

 

3,925

 

1,356

 

2,361

 

172

 

4,917

 

5,355

 

96

Commercial real estate

 

4,221

 

3,378

 

455

 

1

 

5,698

 

6,143

 

48

Commercial

 

390

 

226

 

 

 

241

 

271

 

Consumer

 

 

 

 

 

9

 

19

 

Total

$

8,857

$

5,281

$

2,816

$

173

$

11,193

$

12,117

$

145




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016



 

 

 

 

Recorded

 

 

Recorded

 

 

 

 

Quarter-to-

 

Year-to-date

 

 

 



 

Unpaid

 

 

investment

 

 

investment

 

 

 

date average

 

average

 

Interest



 

principal

 

 

with no

 

 

with an

 

Related

 

recorded

 

recorded

 

income

(Dollars in thousands)

 

balance

 

 

allowance

 

 

allowance

 

allowance

 

investment

 

investment

 

recognized

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

7,247 

 

$

 -

 

$

3,818 

 

$

1,621 

 

$

5,361 

 

$

6,022��

 

$

 -

Residential real estate

 

 

4,013 

 

 

1,957 

 

 

1,946 

 

 

166 

 

 

4,012 

 

 

3,406 

 

 

 -

Commercial real estate

 

 

1,801 

 

 

959 

 

 

193 

 

 

117 

 

 

2,177 

 

 

2,265 

 

 

 -

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

108 

 

 

143 

 

 

 -

Consumer

 

 

99 

 

 

99 

 

 

 -

 

 

 -

 

 

99 

 

 

109 

 

 

 -

Total

 

$

13,160 

 

$

3,015 

 

$

5,957 

 

$

1,904 

 

$

11,757 

 

$

11,945 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired accruing TDRs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

4,189 

 

$

3,479 

 

$

710 

 

$

18 

 

$

4,213 

 

$

4,166 

 

$

74 

Residential real estate

 

 

3,875 

 

 

2,829 

 

 

1,046 

 

 

151 

 

 

4,100 

 

 

4,900 

 

 

149 

Commercial real estate

 

 

4,936 

 

 

1,573 

 

 

3,363 

 

 

68 

 

 

4,982 

 

 

5,137 

 

 

127 

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

$

13,000 

 

$

7,881 

 

$

5,119 

 

$

237 

 

$

13,295 

 

$

14,203 

 

$

350 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

11,436 

 

$

3,479 

 

$

4,528 

 

$

1,639 

 

$

9,574 

 

$

10,188 

 

$

74 

Residential real estate

 

 

7,888 

 

 

4,786 

 

 

2,992 

 

 

317 

 

 

8,112 

 

 

8,306 

 

 

149 

Commercial real estate

 

 

6,737 

 

 

2,532 

 

 

3,556 

 

 

185 

 

 

7,159 

 

 

7,402 

 

 

127 

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

108 

 

 

143 

 

 

 -

Consumer

 

 

99 

 

 

99 

 

 

 -

 

 

 -

 

 

99 

 

 

109 

 

 

 -

Total

 

$

26,160 

 

$

10,896 

 

$

11,076 

 

$

2,141 

 

$

25,052 

 

$

26,148 

 

$

350 

19

21


Table of Contents

The following tables provide a roll-forward for troubled debt restructuringsTDRs as of SeptemberJune 30, 20172022 and SeptemberJune 30, 2016.2021.

    

1/1/2022

    

    

    

    

    

    

6/30/2022

    

TDR

New

Disbursements

Charge-

Reclassifications/

TDR

Related

(Dollars in thousands)

Balance

TDRs

(Payments)

offs

Transfer In/(Out)

Payoffs

Balance

Allowance

For the Six Months Ended

June 30, 2022

Accruing TDRs

Construction

$

24

$

$

(7)

$

$

$

$

17

$

Residential real estate

 

2,836

(51)

(20)

2,765

158

Commercial real estate

 

2,807

(134)

(561)

2,112

Commercial

 

Consumer

 

Total

$

5,667

$

$

(192)

$

$

(20)

$

(561)

$

4,894

$

158

Nonaccrual TDRs

Construction

$

$

$

$

$

$

$

$

Residential real estate

 

 

 

(3)

 

 

20

 

 

17

 

Commercial real estate

 

 

 

 

 

 

 

 

Commercial

 

216

 

 

(21)

 

 

 

 

195

 

Consumer

 

 

 

 

 

 

 

 

Total

$

216

$

$

(24)

$

$

20

$

$

212

$

Total

$

5,883

$

$

(216)

$

$

$

(561)

$

5,106

$

158

    

1/1/2021

    

    

    

    

    

    

6/30/2021

    

 

TDR

New 

Disbursements

Charge-

Reclassifications/

TDR

Related

(Dollars in thousands)

Balance

TDRs

(Payments)

offs

Transfer In/(Out)

Payoffs

Balance

Allowance

For the Six Months Ended

June 30, 2021

Accruing TDRs

Construction

$

34

$

$

(4)

$

$

$

$

30

$

Residential real estate

 

3,845

 

 

(57)

 

 

 

(459)

 

3,329

 

90

Commercial real estate

 

3,118

 

 

(139)

 

 

 

 

2,979

 

Commercial

 

 

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

 

 

Total

$

6,997

$

$

(200)

$

$

$

(459)

$

6,338

$

90

Nonaccrual TDRs

Construction

$

$

$

$

$

$

$

$

Residential real estate

 

 

 

 

 

 

 

 

Commercial real estate

 

 

 

 

 

 

 

 

Commercial

 

258

 

 

(21)

 

 

 

 

237

 

Consumer

 

 

 

 

 

 

 

 

Total

$

258

$

$

(21)

$

$

$

$

237

$

Total

$

7,255

$

$

(221)

$

$

$

(459)

$

6,575

$

90



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

1/1/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9/30/2017

 

 

 



 

TDR

 

New

 

Disbursements

 

Charge

 

Reclassifications/

 

 

 

TDR

 

Related

(Dollars in thousands)

 

Balance

 

TDRs

 

(Payments)

 

offs

 

Transfer In/(Out)

 

Payoffs

 

Balance

 

Allowance

For nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing TDRs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

4,189 

 

$

 -

 

$

(22)

 

$

 -

 

$

 -

 

$

(134)

 

$

4,033 

 

$

41 

Residential real estate

 

 

3,875 

 

 

 -

 

 

(120)

 

 

(89)

 

 

1,411 

 

 

(452)

 

 

4,625 

 

 

228 

Commercial real estate

 

 

4,936 

 

 

 -

 

 

(101)

 

 

 -

 

 

 -

 

 

 -

 

 

4,835 

 

 

35 

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

$

13,000 

 

$

 -

 

$

(243)

 

$

(89)

 

$

1,411 

 

$

(586)

 

$

13,493 

 

$

304 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual TDRs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

3,818 

 

$

 -

 

$

(882)

 

$

 -

 

$

(108)

 

$

 -

 

$

2,828 

 

$

548 

Residential real estate

 

 

1,603 

 

 

 -

 

 

(66)

 

 

 -

 

 

(1,411)

 

 

 -

 

 

126 

 

 

23 

Commercial real estate

 

 

83 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

83 

 

 

 -

Commercial 

 

 

 -

 

 

345 

 

 

(4)

 

 

 -

 

 

 -

 

 

 -

 

 

341 

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

$

5,504 

 

$

345 

 

$

(952)

 

$

 -

 

$

(1,519)

 

$

 -

 

$

3,378 

 

$

571 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

18,504 

 

$

345 

 

$

(1,195)

 

$

(89)

 

$

(108)

 

$

(586)

 

$

16,871 

 

$

875 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

1/1/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9/30/2016

 

 

 



 

TDR

 

New

 

Disbursements

 

Charge

 

Reclassifications/

 

 

 

TDR

 

Related

(Dollars in thousands)

 

Balance

 

TDRs

 

(Payments)

 

offs

 

Transfer In/(Out)

 

Payoffs

 

Balance

 

Allowance

For nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accruing TDRs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

4,069 

 

$

 -

 

$

130 

 

$

 -

 

$

 -

 

$

 -

 

$

4,199 

 

$

21 

Residential real estate

 

 

5,686 

 

 

565 

 

 

(375)

 

 

 -

 

 

(1,595)

 

 

(179)

 

 

4,102 

 

 

154 

Commercial real estate

 

 

5,740 

 

 

495 

 

 

(689)

 

 

(117)

 

 

(458)

 

 

 -

 

 

4,971 

 

 

89 

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Consumer

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

$

15,495 

 

$

1,060 

 

$

(934)

 

$

(117)

 

$

(2,053)

 

$

(179)

 

$

13,272 

 

$

264 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual TDRs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

4,960 

 

$

2,570 

 

$

(2,012)

 

$

(263)

 

$

 -

 

$

 -

 

$

5,255 

 

$

810 

Residential real estate

 

 

445 

 

 

 -

 

 

(294)

 

 

 -

 

 

1,595 

 

 

 -

 

 

1,746 

 

 

25 

Commercial real estate

 

 

 -

 

 

 -

 

 

 -

 

 

(258)

 

 

458 

 

 

 -

 

 

200 

 

 

112 

Commercial 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Consumer

 

 

23 

 

 

 -

 

 

(23)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

$

5,428 

 

$

2,570 

 

$

(2,329)

 

$

(521)

 

$

2,053 

 

$

 -

 

$

7,201 

 

$

947 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

20,923 

 

$

3,630 

 

$

(3,263)

 

$

(638)

 

$

 -

 

$

(179)

 

$

20,473 

 

$

1,211 

20

22


Table of Contents

The following tables provide information onThere were 0 loans that were modified and considered to be TDRs during the ninethree and six months ended SeptemberJune 30, 20172022 and SeptemberJune 30, 2016.2021.



 

 

 

 

 

 

 

 

 

 

 



 

 

 

Premodification

 

Postmodification

 

 

 



 

 

 

outstanding

 

outstanding

 

 

 



 

Number of

 

recorded 

 

recorded

 

Related

(Dollars in thousands)

 

contracts

 

investment

 

investment

 

allowance

TDRs:

 

 

 

 

 

 

 

 

 

 

 

For nine months ended

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 -

 

$

 -

 

$

 -

 

$

 -

Residential real estate

 

 -

 

 

 -

 

 

 -

 

 

 -

Commercial real estate

 

 

 

760 

 

 

755 

 

 

 -

Commercial 

 

 

 

462 

 

 

345 

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

 

$

1,222 

 

$

1,100 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

For nine months ended

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 -

 

$

 -

 

$

 -

 

$

 -

Residential real estate

 

 

 

667 

 

 

699 

 

 

 -

Commercial real estate

 

 

 

495 

 

 

495 

 

 

 -

Commercial 

 

 -

 

 

 -

 

 

 -

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

 

 

$

1,162 

 

$

1,194 

 

$

 -

DuringThere were 0 TDRs which subsequently defaulted within 12 months of modification for the ninethree and six months ended SeptemberJune 30, 2017, there was one new TDR2022 and one previously recorded TDR which was modified. The new TDR consisted of a reduction in principal, whereas, the previously recorded TDR consisted of a change in maturity date.

The following tables provide information on TDRs that defaulted within twelve months of restructuring during the nine months ended September 30, 2017 and September 30, 2016.2021. Generally, a loan is considered in default when principal or interest is past due 90 days or more, the loan is placed on nonaccrual, the loan is charged off, or there is a transfer to OREOother real estate owned (OREO) or repossessed assets.



 

 

 

 

 

 

 

 



 

Number of

 

Recorded

 

Related

(Dollars in thousands)

 

contracts

 

investment

 

allowance

TDRs that subsequently defaulted:

 

 

 

 

 

 

 

 

For nine months ended

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

Construction

 

 -

 

$

 -

 

$

 -

Residential real estate

 

 

 

89 

 

 

 -

Commercial real estate

 

 -

 

 

 -

 

 

 -

Commercial 

 

 -

 

 

 -

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

Total

 

 

$

89 

 

$

 -



 

 

 

 

 

 

 

 

For nine months ended

 

 

 

 

 

 

 

 

September 30, 2016

 

 

 

 

 

 

 

 

Construction

 

 

$

263 

 

$

 -

Residential real estate

 

 -

 

 

 -

 

 

 -

Commercial real estate

 

 

 

375 

 

 

 -

Commercial 

 

 -

 

 

 -

 

 

 -

Consumer

 

 -

 

 

 -

 

 

 -

Total

 

 

$

638 

 

$

 -

21


Management uses risk ratings as part of its monitoring of the credit quality in the Company’s loan portfolio. Loans that are identified as special mention, substandard or doubtful are adversely rated. TheyThese loans and the pass/watch loans are assigned higher risk ratingsqualitative factors than favorably rated loans in the calculation of the formula portion of the allowance for credit losses. At SeptemberJune 30, 2017,2022, there were no 0 nonaccrual loans classified as special mention or doubtful and $6.3$2.7 million of nonaccrual loans were identifiedclassified as substandard. Similarly, at December 31, 2016,2021, there were no 0 nonaccrual loans classified as special mention or doubtful and $9.0$2.0 million of nonaccrual loans were identifiedclassified as substandard.

The following tables provide information on loan risk ratings as of SeptemberJune 30, 20172022 and December 31, 2016.2021.

    

    

    

Special

    

    

    

    

 

(Dollars in thousands)

Pass/Performing

Pass/Watch

Mention

Substandard

Doubtful

PCI

Total

June 30, 2022

Construction

$

237,742

$

22,473

$

1,824

$

349

$

$

681

$

263,069

Residential real estate

 

643,626

 

34,220

 

988

 

1,095

 

 

15,492

 

695,421

Commercial real estate

 

822,320

 

114,236

 

1,461

 

2,213

 

 

12,860

 

953,090

Commercial

 

140,086

 

17,319

 

497

 

204

 

 

239

 

158,345

Consumer

 

194,375

 

208

 

 

48

 

 

23

 

194,654

Total

$

2,038,149

$

188,456

$

4,770

$

3,909

$

$

29,295

$

2,264,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special

 

 

 

 

 

 

    

    

    

Special

    

    

    

    

 

(Dollars in thousands)

 

Pass/Performing

 

Mention

 

Substandard

 

Doubtful

 

Total

Pass/Performing

Pass/Watch

Mention

Substandard

Doubtful

PCI

Total

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

Construction

 

$

97,304 

 

$

3,127 

 

$

6,186 

 

$

 -

 

$

106,617 

$

210,287

$

24,513

$

1,877

$

297

$

$

2,379

$

239,353

Residential real estate

 

 

376,600 

 

 

5,509 

 

 

5,613 

 

 

 -

 

 

387,722 

 

596,694

 

38,309

 

1,539

 

901

 

 

17,326

 

654,769

Commercial real estate

 

 

438,694 

 

 

6,780 

 

 

9,152 

 

 

 -

 

 

454,626 

 

724,561

 

151,209

 

4,535

 

2,330

 

 

13,594

 

896,229

Commercial

 

 

90,680 

 

 

660 

 

 

459 

 

 

 -

 

 

91,799 

 

186,176

 

16,654

 

 

226

 

 

321

 

203,377

Consumer

 

 

6,483 

 

 

 -

 

 

 -

 

 

 -

 

 

6,483 

 

125,200

 

215

 

 

2

 

 

30

 

125,447

Total

 

$

1,009,761 

 

$

16,076 

 

$

21,410 

 

$

 -

 

$

1,047,247 

$

1,842,918

$

230,900

$

7,951

$

3,756

$

$

33,650

$

2,119,175



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Special

 

 

 

 

 

 

(Dollars in thousands)

 

Pass/Performing

 

Mention

 

Substandard

 

Doubtful

 

Total

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

72,641 

 

$

4,195 

 

$

7,166 

 

$

 -

 

$

84,002 

Residential real estate

 

 

312,242 

 

 

6,646 

 

 

6,880 

 

 

 -

 

 

325,768 

Commercial real estate

 

 

363,461 

 

 

10,939 

 

 

8,281 

 

 

 -

 

 

382,681 

Commercial

 

 

71,313 

 

 

857 

 

 

265 

 

 

 -

 

 

72,435 

Consumer

 

 

6,540 

 

 

 -

 

 

99 

 

 

 -

 

 

6,639 

Total

 

$

826,197 

 

$

22,637 

 

$

22,691 

 

$

 -

 

$

871,525 

The following tables provide information on the aging of the loan portfolio as of SeptemberJune 30, 20172022 and December 31, 2016.2021.

Accruing

 

    

    

30‑59 days

    

60‑89 days

    

Greater than

    

Total

    

    

    

  

(Dollars in thousands)

Current

past due

past due

90 days

past due

Nonaccrual

PCI

Total

 

June 30, 2022

Construction

$

261,432

$

450

$

$

209

$

659

$

297

$

681

$

263,069

Residential real estate

 

677,181

 

614

 

729

 

 

1,343

 

1,405

 

15,492

 

695,421

Commercial real estate

 

938,714

 

161

 

21

 

594

 

776

 

740

 

12,860

 

953,090

Commercial

 

157,862

 

 

40

 

 

40

 

204

 

239

 

158,345

Consumer

 

194,474

 

110

 

 

 

110

 

47

 

23

 

194,654

Total

$

2,229,663

$

1,335

$

790

$

803

$

2,928

$

2,693

$

29,295

$

2,264,579

Percent of total loans

 

98.5

%

 

0.1

%

 

%  

 

%

 

0.1

%

 

0.1

%

 

1.3

%

 

100.0

%



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Accruing

 

 

 

 

 

 

 

 



 

 

 

 

 

30-59 days

 

60-89 days

 

Greater than

 

Total

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Current

 

past due

 

past due

 

90 days

 

past due

 

Nonaccrual

 

Total

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

103,606 

 

 

$

58 

 

 

$

 -

 

 

$

 -

 

 

$

58 

 

 

$

2,953 

 

 

$

106,617 

 

Residential real estate

 

 

383,913 

 

 

 

572 

 

 

 

667 

 

 

 

 

 

 

1,244 

 

 

 

2,565 

 

 

 

387,722 

 

Commercial real estate

 

 

451,789 

 

 

 

2,407 

 

 

 

 -

 

 

 

 -

 

 

 

2,407 

 

 

 

430 

 

 

 

454,626 

 

Commercial

 

 

91,225 

 

 

 

202 

 

 

 

31 

 

 

 

 -

 

 

 

233 

 

 

 

341 

 

 

 

91,799 

 

Consumer

 

 

6,478 

 

 

 

 -

 

 

 

 

 

 

 -

 

 

 

 

 

 

 -

 

 

 

6,483 

 

Total

 

$

1,037,011 

 

 

$

3,239 

 

 

$

703 

 

 

$

 

 

$

3,947 

 

 

$

6,289 

 

 

$

1,047,247 

 

Percent of total loans

 

 

99.0 

%

 

 

0.3 

%

 

 

0.1 

%

 

 

 -

%

 

 

0.4 

%

 

 

0.6 

%

 

 

100.0 

%



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Accruing

 

 

 

 

 

 

 

 



 

 

 

 

 

30-59 days

 

60-89 days

 

Greater than

 

Total

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Current

 

past due

 

past due

 

90 days

 

past due

 

Nonaccrual

 

Total

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

$

80,079 

 

 

$

 -

 

 

$

105 

 

 

$

 -

 

 

$

105 

 

 

$

3,818 

 

 

$

84,002 

 

Residential real estate

 

 

317,992 

 

 

 

1,778 

 

 

 

2,095 

 

 

 

 -

 

 

 

3,873 

 

 

 

3,903 

 

 

 

325,768 

 

Commercial real estate

 

 

375,552 

 

 

 

3,219 

 

 

 

2,758 

 

 

 

 -

 

 

 

5,977 

 

 

 

1,152 

 

 

 

382,681 

 

Commercial

 

 

72,272 

 

 

 

19 

 

 

 

134 

 

 

 

10 

 

 

 

163 

 

 

 

 -

 

 

 

72,435 

 

Consumer

 

 

6,515 

 

 

 

13 

 

 

 

 

 

 

10 

 

 

 

25 

 

 

 

99 

 

 

 

6,639 

 

Total

 

$

852,410 

 

 

$

5,029 

 

 

$

5,094 

 

 

$

20 

 

 

$

10,143 

 

 

$

8,972 

 

 

$

871,525 

 

Percent of total loans

 

 

97.8 

%

 

 

0.6 

%

 

 

0.6 

%

 

 

 -

%

 

 

1.2 

%

 

 

1.0 

%

 

 

100.0 

%

2223

Table of Contents

Accruing

 

    

    

30‑59 days

60‑89 days

Greater than

Total

    

    

 

(Dollars in thousands)

Current

past due

past due

90 days

past due

Nonaccrual

PCI

Total

 

December 31, 2021

Construction

$

235,757

$

920

$

$

$

920

$

297

$

2,379

$

239,353

Residential real estate

 

635,166

 

1,371

 

25

 

78

 

1,474

 

803

 

17,326

 

654,769

Commercial real estate

 

881,350

 

259

 

 

420

 

679

 

606

 

13,594

 

896,229

Commercial

 

202,503

 

183

 

62

 

10

 

255

 

298

 

321

 

203,377

Consumer

 

125,130

 

287

 

 

 

287

 

 

30

 

125,447

Total

$

2,079,906

$

3,020

$

87

$

508

$

3,615

$

2,004

$

33,650

$

2,119,175

Percent of total loans

 

98.2

%  

 

0.1

%  

 

%  

 

%  

 

0.1

%  

 

0.1

%  

 

1.6

%  

 

100.0

%


Management evaluates the adequacy of the allowance for credit losses at least quarterly and adjusts the provision for credit losses based on this analysis. The following tables provide a summary of the activity in the allowance for credit losses allocated by loan class for the three months and ninesix months ended SeptemberJune 30, 20172022 and 2016.June 30, 2021. Allocation of a portion of the allowance to one loan class does not preclude its availability to absorb losses in other loan classes.

    

    

Residential

    

Commercial

    

    

    

 

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

For three months ended

June 30, 2022

Allowance for credit losses:

Beginning Balance

$

2,857

$

2,575

$

4,500

$

1,805

$

2,973

 

$

14,710

Charge-offs

 

 

(4)

 

(6)

 

(122)

 

(15)

 

(147)

Recoveries

 

4

 

73

 

555

 

72

 

16

 

720

Net (charge-offs) recoveries

 

4

 

69

 

549

 

(50)

 

1

 

573

Provision

 

484

 

134

 

(608)

 

(74)

 

264

 

200

Ending Balance

$

3,345

$

2,778

$

4,441

$

1,681

$

3,238

 

$

15,483

    

    

Residential

    

Commercial

    

    

    

 

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

For three months ended

June 30, 2021

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

Beginning Balance

$

2,796

$

3,699

$

5,097

$

2,000

$

721

$

14,313

Charge-offs

 

 

 

 

(46)

 

 

(46)

Recoveries

 

5

 

57

 

64

 

44

 

1

 

171

Net (charge-offs) recoveries

 

5

 

57

 

64

 

(2)

 

1

 

125

Provision

 

(227)

 

56

 

439

 

(119)

 

501

 

650

Ending Balance

$

2,574

$

3,812

$

5,600

$

1,879

$

1,223

$

15,088

Management re-evaluated the allowance methodology during the third quarter

    

    

Residential

    

Commercial

    

    

    

 

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

For six months ended

June 30, 2022

Allowance for credit losses:

Beginning Balance

$

2,454

$

2,858

$

4,598

$

2,070

$

1,964

 

$

13,944

Charge-offs

 

 

(4)

 

(6)

 

(214)

 

(31)

 

(255)

Recoveries

 

7

 

119

 

705

 

140

 

23

 

994

Net (charge-offs) recoveries

 

7

 

115

 

699

 

(74)

 

(8)

 

739

Provision

 

884

 

(195)

 

(856)

 

(315)

 

1,282

 

800

Ending Balance

$

3,345

$

2,778

$

4,441

$

1,681

$

3,238

 

$

15,483

24

Table of 2016, in connection with the consolidation of the two former bank subsidiaries. Prior to consolidation, each bank subsidiary applied a separate allowance methodology based on their respective loan portfolios. The revised methodology incorporates both previous methodologies to align with a consolidated loan portfolio. In addition, beginning in January of 2017, the allowance methodology was expanded to require the allocation of general reserves to pass/watch loans. This change resulted in an increase in allowance for the first quarter of 2017 when compared to the fourth quarter of 2016 of $1.1 million, which was partially offset by a reduction in specific reserves of $850 thousand.Contents

    

    

Residential

    

Commercial

    

    

    

 

(Dollars in thousands)

Construction

real estate

real estate

Commercial

Consumer

Total

For six months ended

June 30, 2021

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

Beginning Balance

$

2,022

$

3,699

$

5,426

$

2,089

$

652

$

13,888

Charge-offs

 

 

 

 

(107)

 

(4)

 

(111)

Recoveries

 

10

 

63

 

64

 

96

 

3

 

236

Net (charge-offs) recoveries

 

10

 

63

 

64

 

(11)

 

(1)

 

125

Provision

 

542

 

50

 

110

 

(199)

 

572

 

1,075

Ending Balance

$

2,574

$

3,812

$

5,600

$

1,879

$

1,223

$

15,088



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Residential

 

Commercial

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Construction

 

real estate

 

real estate

 

Commercial

 

Consumer

 

Unallocated

 

Total

For three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

2,349 

 

$

2,096 

 

$

2,802 

 

$

1,652 

 

$

233 

 

$

 -

 

$

9,132 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs

 

 

 -

 

 

(70)

 

 

(100)

 

 

(99)

 

 

(18)

 

 

 -

 

 

(287)

Recoveries

 

 

11 

 

 

11 

 

 

 

 

67 

 

 

 

 

 -

 

 

105 

Net charge-offs

 

 

11 

 

 

(59)

 

 

(92)

 

 

(32)

 

 

(10)

 

 

 -

 

 

(182)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision

 

 

(119)

 

 

 

 

174 

 

 

184 

 

 

100 

 

 

 -

 

 

345 

Ending Balance

 

$

2,241 

 

$

2,043 

 

$

2,884 

 

$

1,804 

 

$

323 

 

$

 -

 

$

9,295 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Residential

 

Commercial

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Construction

 

real estate

 

real estate

 

Commercial

 

Consumer

 

Unallocated

 

Total

For three months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

1,744 

 

$

2,035 

 

$

2,871 

 

$

677 

 

$

206 

 

$

825 

 

$

8,358 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs

 

 

(9)

 

 

(407)

 

 

 -

 

 

(139)

 

 

(13)

 

 

 -

 

 

(568)

Recoveries

 

 

 

 

121 

 

 

10 

 

 

79 

 

 

 

 

 -

 

 

219 

Net charge-offs

 

 

(1)

 

 

(286)

 

 

10 

 

 

(60)

 

 

(12)

 

 

 -

 

 

(349)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision

 

 

275 

 

 

331 

 

 

306 

 

 

300 

 

 

(40)

 

 

(567)

 

 

605 

Ending Balance

 

$

2,018 

 

$

2,080 

 

$

3,187 

 

$

917 

 

$

154 

 

$

258 

 

$

8,614 

23




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Residential

 

Commercial

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Construction

 

real estate

 

real estate

 

Commercial

 

Consumer

 

Unallocated

 

Total

For nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

2,787 

 

$

1,953 

 

$

2,610 

 

$

1,145 

 

$

231 

 

$

 -

 

$

8,726 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs

 

 

(54)

 

 

(393)

 

 

(100)

 

 

(870)

 

 

(33)

 

 

 -

 

 

(1,450)

Recoveries

 

 

27 

 

 

32 

 

 

27 

 

 

167 

 

 

20 

 

 

 -

 

 

273 

Net charge-offs

 

 

(27)

 

 

(361)

 

 

(73)

 

 

(703)

 

 

(13)

 

 

 -

 

 

(1,177)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision

 

 

(519)

 

 

451 

 

 

347 

 

 

1,362 

 

 

105 

 

 

 -

 

 

1,746 

Ending Balance

 

$

2,241 

 

$

2,043 

 

$

2,884 

 

$

1,804 

 

$

323 

 

$

 -

 

$

9,295 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Residential

 

Commercial

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

Construction

 

real estate

 

real estate

 

Commercial

 

Consumer

 

Unallocated

 

Total

For nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

1,646 

 

$

2,181 

 

$

2,999 

 

$

558 

 

$

156 

 

$

776 

 

$

8,316 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs

 

 

(263)

 

 

(525)

 

 

(503)

 

 

(264)

 

 

(23)

 

 

 -

 

 

(1,578)

Recoveries

 

 

24 

 

 

188 

 

 

20 

 

 

201 

 

 

13 

 

 

 -

 

 

446 

Net charge-offs

 

 

(239)

 

 

(337)

 

 

(483)

 

 

(63)

 

 

(10)

 

 

 -

 

 

(1,132)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision

 

 

611 

 

 

236 

 

 

671 

 

 

422 

 

 

 

 

(518)

 

 

1,430 

Ending Balance

 

$

2,018 

 

$

2,080 

 

$

3,187 

 

$

917 

 

$

154 

 

$

258 

 

$

8,614 

24


Foreclosure Proceedings

ConsumerThere were $81 thousand of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure totaled $620 thousandas of June 30, 2022 and $687$311 thousand as of  September 30, 2017 and December 31, 2016,2021, respectively. At September 30, 2017, there were 2There was 1 residential properties heldreal estate property included in the balance of other real estate owned totaling $0, compared to 3$18 thousand at June 30, 2022 and 1 residential propertiesreal estate property totaling $92$203 thousand at December 31, 2016.  

2021.

All accruing TDRs were in compliance with their modified termsterms. Both performing and there arenon-performing TDRs had no further commitments associated with these loansthem as of SeptemberJune 30, 20172022 and December 31, 2016.2021.

Note 6 – Leases

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

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

During 2021, the Company acquired long-term branch leases and equipment due to the acquisition of Severn. These leases were reassessed by management as of the acquisition date of October 31, 2021, which included updating the incremental borrowing rates and remaining lease terms.

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

(Dollars in thousands)

June 30, 2022

 

December 31, 2021

 

Lease liabilities

$

10,216

$

11,567

Right-of-use assets

$

9,979

$

11,370

Weighted average remaining lease term

 

12.96

years

 

13.61

years

Weighted average discount rate

 

2.51

%

 

2.48

%

25

Table of Contents

For the Three Months Ended

For the Six Months Ended

Lease cost (in thousands)

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Operating lease cost

$

332

$

208

$

666

$

395

Short-term lease cost

 

 

 

 

Total lease cost

$

332

$

208

$

666

$

395

Cash paid for amounts included in the measurement of lease liabilities

$

311

$

165

$

621

$

331

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

As of

Lease payments due (in thousands)

June 30, 2022

Six months ending December 31, 2022

$

621

Twelve months ending December 31, 2023

 

1,147

Twelve months ending December 31, 2024

 

1,072

Twelve months ending December 31, 2025

881

Twelve months ending December 31, 2026

916

Twelve months ending December 31, 2027

849

Thereafter

6,584

Total undiscounted cash flows

$

12,070

Discount

1,854

Lease liabilities

$

10,216

Total gross rental income was $254 thousand for the three months ended June 30, 2022 and $526 thousand for the six months ended June 30, 2022.

The following table presents our minimum future annual rental income on such leases as of June 30, 2022.

(In thousands)

June 30, 2022

Six months ending December 31, 2022

$

396

2023

792

2024

 

685

2025

 

703

2026

720

Thereafter

1,938

Total

$

5,234

Note 67 – Goodwill and Other Intangibles

The following table provides information on the significant components of goodwill and other acquired intangible assets at June 30, 2022 and December 31, 2021.

On May 19, 2017, the Bank acquired three branches located in Arbutus, Owings Mills and Elkridge, Maryland from NWBI. The purchase

June 30, 2022

Weighted

Gross

Measurement

Accumulated

Net

Average

Carrying

Period

Impairment

Accumulated

Carrying

Remaining Life

(Dollars in thousands)

   

Amount

   

Adjustments

Charges

   

Amortization

   

Amount

(in years)

Goodwill

$

65,631

$

(140)

$

(1,543)

$

(667)

$

63,281

Other intangible assets

Amortizable

Core deposit intangible

$

10,504

$

$

$

(3,997)

$

6,507

2.7

Total other intangible assets

$

10,504

$

$

$

(3,997)

$

6,507

26

Table of these branches resulted in core deposit intangibles of $4.0 million and goodwill of $15.3 million.Contents

December 31, 2021

Weighted

 

Gross

 

Accumulated

 

Net

Average

 

Carrying

 

Impairment

 

Accumulated

 

Carrying

Remaining Life

(Dollars in thousands)

   

Amount

   

Additions

Charges

   

Amortization

   

Amount

(in years)

Goodwill

$

19,728

$

45,903

$

(1,543)

$

(667)

$

63,421

Other intangible assets

Amortizable

Core deposit intangible

$

3,954

$

6,550

$

$

(2,969)

$

7,535

 

2.9

Total other intangible assets

$

3,954

$

6,550

$

$

(2,969)

$

7,535

The gross carrying amountaggregate amortization expense was $1.0 million for the six months ended June 30, 2022 and accumulated amortization of intangible assets is as follows:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017



 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted



 

Gross

 

Accumulated

 

 

 

 

Net

 

Average



 

Carrying

 

Impairment

 

Accumulated

 

Carrying

 

Remaining Life

(Dollars in thousands)

 

Amount

 

Charges

 

Amortization

 

Amount

 

(in years)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

31,213 

 

$

(2,637)

 

$

(667)

 

$

27,909 

 

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employment agreements

 

$

440 

 

$

 -

 

$

(440)

 

$

 -

 

 -

Insurance expirations

 

 

1,270 

 

 

 -

 

 

(1,268)

 

 

 

0.0 

Customer relationships

 

 

795 

 

 

(95)

 

 

(473)

 

 

227 

 

4.9 

Core deposit intangible

 

 

3,954 

 

 

 -

 

 

(132)

 

 

3,822 

 

9.7 



 

 

6,459 

 

 

(95)

 

 

(2,313)

 

 

4,051 

 

 

Unamortizable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade name

 

 

780 

 

 

 -

 

 

 -

 

 

780 

 

 -

Total other intangible assets

 

$

7,239 

 

$

(95)

 

$

(2,313)

 

$

4,831 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016



 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted



 

Gross

 

Accumulated

 

 

 

 

Net

 

Average



 

Carrying

 

Impairment

 

Accumulated

 

Carrying

 

Remaining Life

(Dollars in thousands)

 

Amount

 

Charges

 

Amortization

 

Amount

 

(in years)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

15,235 

 

$

(2,637)

 

$

(667)

 

$

11,931 

 

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employment agreements

 

$

440 

 

$

 -

 

$

(440)

 

$

 -

 

 -

Insurance expirations

 

 

1,270 

 

 

 -

 

 

(1,233)

 

 

37 

 

0.4 

Customer relationships

 

 

795 

 

 

(95)

 

 

(438)

 

 

262 

 

5.6 



 

 

2,505 

 

 

(95)

 

 

(2,111)

 

 

299 

 

 

Unamortizable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade name

 

 

780 

 

 

 -

 

 

 -

 

 

780 

 

 -

Total other intangible assets

 

$

3,285 

 

$

(95)

 

$

(2,111)

 

$

1,079 

 

 

25


$246 thousand for the six months ended June 30, 2021.

At September 31, 2017,June 30, 2022, estimated future remaining amortization for amortizing intangibles within the years ending December 31, wasis as follows:

(Dollars in thousands)

Amortization
Expense

2022

$

960

2023

 

1,682

2024

 

1,376

2025

 

1,070

2026

 

765

2027

459

Thereafter

195

Total amortizing intangible assets

$

6,507



 

 

 

(Dollars in thousands)

 

 

 

2017

 

$

282 

2018

 

 

442 

2019

 

 

442 

2020

 

 

395 

2021

 

 

439 

Thereafter

 

 

2,051 

Total amortizing intangible assets

 

$

4,051 

Note 78 – Other Assets

The Company had the following other assets at SeptemberJune 30, 20172022 and December 31, 2016.2021.

June 30, 

December 31, 

(Dollars in thousands)

    

2022

    

2021

    

Accrued interest receivable

$

7,087

$

6,719

Deferred income taxes

 

5,366

 

2,926

Prepaid expenses

 

2,914

 

2,865

Income taxes receivable

616

Derivatives

568

435

Other assets

 

6,520

 

6,371

Total

$

22,455

$

19,932



 

 

 

 

 

 

(Dollars in thousands)

 

September 30, 2017

 

December 31, 2016

Nonmarketable investment securities

 

$

3,069 

 

$

1,650 

Accrued interest receivable

 

 

3,122 

 

 

2,675 

Deferred income taxes, net

 

 

2,628 

 

 

7,040 

Prepaid expenses

 

 

1,528 

 

 

1,148 

Cash surrender value on life insurance

 

 

671 

 

 

2,589 

Other assets

 

 

5,937 

 

 

3,781 

Total

 

$

16,955 

 

$

18,883 

26


Note 9 - Subordinated Debt

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

The following table provides informationCompany has used the net proceeds of this offering for general corporate purposes, organic growth and to support the Bank’s regulatory capital ratios. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes and bear an initial interest rate of 5.375% until September 1, 2025, with interest during this period payable semi-annually in arrears. From and including September 1, 2025, to but excluding the maturity date or early redemption date, the interest

27

Table of Contents

rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 526.5 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on significant componentsor after September 1, 2025. Initial debt issuance costs were $611 thousand. The debt balance of $24.6 million is presented net of unamortized issuance costs of $387 thousand at June 30, 2022.

In conjunction with the acquisition of Severn, the Company assumed $20.6 million in junior subordinated debt securities (“2035 Debentures”). The 2035 Debentures were issued and sold to Severn Capital Trust I (the “Trust”), of which 100% of the Company’s deferred taxcommon equity is owned by the Company. The Trust was formed for the purpose of issuing corporation-obligated mandatorily redeemable Capital Securities (“Capital Securities”) to third-party investors and using the proceeds from the sale of such Capital Securities to purchase the 2035 Debentures. The 2035 Debentures held by the Trust are the sole assets of the Trust. Distributions on the Capital Securities issued by the Trust are payable quarterly at a rate per annum equal to the interest rate being earned by the Trust on the 2035 Debentures. The Capital Securities are subject to mandatory redemption, in whole or in part, upon repayment of the 2035 Debentures. We have entered into an agreement which, taken collectively, fully and liabilities asunconditionally guarantees the Capital Securities subject to the terms of Septemberthe guarantee. The recorded balance was $18.3 million at June 30, 20172022 and $18.2 million December 31, 2016.2021, which included fair value adjustments of $2.3 million and $2.4 million, respectively.



 

 

 

 

 

 



 

September 30,

 

December 31,

(Dollars in thousands)

 

2017

 

2016

Deferred tax assets:

 

 

 

 

 

 

Allowance for credit losses

 

$

3,712 

 

$

3,486 

Reserve for off-balance sheet commitments

 

 

121 

 

 

122 

Net operating loss carry forward

 

 

842 

 

 

2,232 

Write-downs of other real estate owned

 

 

310 

 

 

387 

Deferred income

 

 

127 

 

 

1,011 

Unrealized losses on available-for-sale securities

 

 

 

 

672 

Unrealized losses on available-for-sale securities transferred

 

 

 

 

 

 

  to held to maturity

 

 

33 

 

 

 -

AMT Credits

 

 

 -

 

 

869 

Amortization on loans FMV adjustment

 

 

194 

 

 

 -

Other

 

 

982 

 

 

1,192 

Total deferred tax assets

 

 

6,325 

 

 

9,971 

Deferred tax liabilities:

 

 

 

 

 

 

Depreciation

 

 

159 

 

 

239 

Amortization on loans FMV adjustment

 

 

 -

 

 

156 

Purchase accounting adjustments

 

 

2,927 

 

 

2,019 

Deferred capital gain on branch sale

 

 

347 

 

 

401 

Other

 

 

264 

 

 

116 

Total deferred tax liabilities

 

 

3,697 

 

 

2,931 

Net deferred tax assets

 

$

2,628 

 

$

7,040 

The Company’s deferred tax assets consistUnder the terms of gross net operating loss carryoversthe 2035 Debentures, the Company is permitted to defer the payment of interest on the 2035 Debentures for state tax purposesup to 20 consecutive quarterly periods, provided that no event of $15.7 million that will be used to offset taxable income in future periods. The Company’s state net operating loss carryovers will begin to expire indefault has occurred and is continuing. As of June 30, 2022, the year ended December 31, 2026 with limited amounts available through December 31, 2034.  

No valuation allowanceCompany was current on these deferred tax assets was recorded at September 30, 2017 and December 31, 2016 as management believes it is more likely than not that all deferred tax assets will be realized.interest due on the 2035 Debentures.

27


Note 810 – Other Liabilities

The Company had the following other liabilities at SeptemberJune 30, 20172022 and December 31, 2016.2021.

(Dollars in thousands)

    

June 30, 2022

    

December 31, 2021

    

Accrued interest payable

$

697

$

692

Accrued salaries and wages

1,326

3,422

Accounts payable

186

2,745

Deferred compensation liability

 

5,176

 

4,660

Income taxes payable

 

1,819

 

Other liabilities

 

3,051

 

3,081

Total

$

12,255

$

14,600



 

 

 

 

 

 

(Dollars in thousands)

 

September 30, 2017

 

December 31, 2016

Accrued interest payable

 

$

59 

 

$

74 

Other accounts payable

 

 

4,146 

 

 

2,461 

Deferred compensation liability

 

 

1,197 

 

 

1,444 

Other liabilities

 

 

413 

 

 

1,301 

Total

 

$

5,815 

 

$

5,280 

Note 911 - Stock-Based Compensation

At the 2016 annual meeting, stockholders approved the Shore Bancshares, Inc. 2016 Stock and Incentive Plan (“2016 Equity Plan”), replacing the Shore Bancshares, Inc. 2006 Stock and Incentive Plan (“2006 Equity Plan”), which expired on that date. The Company may issue shares of common stock or grant other equity-based awards pursuant to the 2016 Equity Plan. Stock-based awards granted to date generally are time-based, vest in equal installments on each anniversary of the grant date and range over a one-one- to five-year period of time, and, in the case of stock options, expire 10 years from the grant date. As part of the 2016 Equity Plan, a performance equity incentive award program, known as the “Long-term incentive plan” allows participating officers of the Company to earn incentive awards of performance share/restricted stock units if certain pre-determined targets are achieved at the end of a three-year performance cycle. Stock-based compensation expense based on the grant date fair value is recognized ratably over the requisite service period for all awards and reflects forfeitures as they occur. The 2016 Equity Plan originally reserved 750,000 shares of common stock for grant, and 709,873500,449 shares remained available for grant at SeptemberJune 30, 2017.2022.

28

Table of Contents

The following tables provide information on stock-based compensation expense for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016.2021.

For Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

(Dollars in thousands)

    

2022

    

2021

    

2022

    

2021

    

Stock-based compensation expense

$

172

$

99

$

302

$

196

Excess tax benefits related to stock-based compensation

 

2

 

2

 

45

 

3



 

 

 

 

 

 

 

 

 

 

 

 

 



 

For Three Months Ended

 

 

For Nine Months Ended



 

September 30,

 

 

September 30,

(Dollars in thousands)

 

2017

 

2016

 

 

2017

 

2016

Stock-based compensation expense

 

$

158 

 

$

85 

 

 

$

748 

 

$

262 

Excess tax benefits related to stock-based

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation

 

 

15 

 

 

12 

 

 

 

26 

 

 

25 

June 30, 

(Dollars in thousands)

    

2022

    

2021

 

Unrecognized stock-based compensation expense

$

461

$

230

Weighted average period unrecognized expense is expected to be recognized

 

0.7

years

 

0.6

years



 

 

 

 

 

 

 

 



 

September 30,

(Dollars in thousands)

 

2017

 

2016

Unrecognized stock-based compensation

 

 

 

 

 

 

 

 

expense

 

$

1,147 

 

 

$

132 

 

Weighted average period unrecognized

 

 

 

 

 

 

 

 

expense is expected to be recognized

 

 

1.3 

years

 

 

0.6 

years

28


The following table summarizes restricted stock award activity for the Company under the 2016 Equity Plan for the ninesix months ended SeptemberJune 30, 2017 and 2016.2022.

Six Months Ended June 30, 2022

Weighted Average

Number of

Grant Date

    

Shares

    

Fair Value

Nonvested at beginning of period

 

29,425

$

15.57

Granted

 

33,605

 

20.49

Vested

 

(25,293)

 

13.43

Forfeited

 

 

Nonvested at end of period

 

37,737

$

20.10



 

 

 

 

 

 



 

Nine Months Ended September 30, 2017

 



 

 

 

Weighted Average 

 



 

Number of

 

Grant Date

 



 

Shares

 

Fair Value

 

Nonvested at beginning of period

 

17,066 

 

$

11.46 

 

Granted

 

21,470 

 

 

16.69 

 

Vested

 

(22,623)

 

 

13.66 

 

Cancelled

 

 -

 

 

 -

 

Nonvested at end of period

 

15,913 

 

$

12.49 

 

The fair value of restricted stock awards that vested during the first ninesix months of 20172022 and 20162021 was $309$505 thousand and $204$236 thousand, respectively.

Restricted stock units (RSUs) are similar to restricted stock, except the recipient does not receive the stock immediately, but instead receives it upon the terms and conditions of the Company’s long-term incentive plans which are subject to performance milestones achieved at the end of a three-year period.  Each RSU cliff vests at the end of the three-year period and entitles the recipient to receive one share of common stock on a specified issuance date.  The recipient does not have any stockholder rights, including voting rights, with respect to the shares underlying awarded RSUs until the recipient becomes the holder of those shares.

During 2017, the Company entered into a long-term incentive program agreement with officers of the Company and its subsidiaries to award RSUs based on a performance metric to be achieved as of December 31, 2019. These awards will cliff vest on this date, in which the final number of common shares to be issued will be determined. The range of RSUs which could potentially be awarded at the end of the performance cycle is between 12,703 shares and 50,830 shares, assuming a certain performance metric is met. The table below presents management’s evaluation of the probable number of common stock awards to be issued at the end of the performance cycle.

During 2016, the Company entered into a long-term incentive program agreement with officers of the Company and its subsidiaries to award RSUs based on a performance metric to be achieved as of December 31, 2018. These awards will cliff vest on this date, in which the final number of common shares to be issued will be determined. The range of RSUs which could potentially be awarded at the end of the performance cycle is between 12,214 shares and 48,871 shares, assuming a certain performance metric is met. In addition, two members of the long-term incentive plan from 2015 forfeited their RSUs due to leaving the Company before the end of the vesting period. The table below presents management’s evaluation of the probable number of common stock awards to be issued at the end of the performance cycle.

During 2015, the Company entered into a long-term incentive program agreement with officers of the Company and its subsidiaries to award RSUs based on performance metrics to be achieved as of December 31, 2017. These awards will cliff vest on this date, in which the final number of common shares to be issued will be determined. The range of RSUs which could potentially be awarded at the end of the performance cycle is between 10,953 shares and 43,821 shares, assuming certain performance metrics are met. The table below presents management’s evaluation of the probable number of common stock awards to be issued at the end of the performance cycle.

29


The following table summarizes restricted stock units activity based on management’s evaluation of the probable number of common stock awards to be issued at the end of the performance cycle for the Company under the 2016 and 2006 Equity Plans for the nine months ended September 30, 2017 and 2016.



 

 

 

 

 

 



 

Nine Months Ended September 30, 2017

 



 

 

 

Weighted Average 

 



 

Number of

 

Grant Date

 



 

Shares

 

Fair Value

 

Outstanding at beginning of period

 

46,342 

 

$

10.64 

 

Granted

 

25,410 

 

 

16.57 

 

Vested

 

 -

 

 

 -

 

Forfeited

 

 -

 

 

 -

 

Outstanding at end of period

 

71,752 

 

$

12.01 

 

The following table summarizes stock option activity for the Company under the 2016 Equity Plan for the nine months ended September 30, 2017 and 2016.



 

 

 

 

 

 



 

Nine Months Ended September 30, 2017

 



 

 

 

Weighted Average 

 



 

Number of

 

Grant Date

 



 

Shares

 

Exercise Price

 

Outstanding at beginning of period

 

62,086 

 

$

8.29 

 

Granted

 

1,202 

 

 

10.99 

 

Exercised

 

(859)

 

 

6.64 

 

Expired/Cancelled

 

 -

 

 

 -

 

Outstanding at end of period

 

62,429 

 

$

8.36 

 



 

 

 

 

 

 

Exercisable at end of period

 

61,828 

 

$

8.34 

 

The weighted average fair value ofThere were 0 stock options granted during the ninesix months ended SeptemberJune 30, 20172022 and SeptemberJune 30, 2016 was $10.99and $5.03, respectively. 2021. All of the Company’s previously issued stock options that were outstanding on January 1, 2021 were either exercised or expired prior to December 31, 2021.

Note 12 – Derivatives

The Company estimatesmaintains and accounts for derivatives, in the fair valueform of options using the Black-Scholes valuation model with weighted average assumptions for dividend yield, expected volatility, risk-free interest rate lock commitments (IRLCs) and expected lives (in years).mandatory forward contracts, in accordance with the FASB guidance on accounting for derivative instruments and hedging activities. We recognize gains and losses through mortgage-banking revenue in the Consolidated Statements of Income.

IRLCs on mortgage loans that we intend to sell in the secondary market are considered derivatives. We are exposed to price risk from the time a mortgage loan is locked in until the time the loan is sold. The expected dividend yield is calculated by dividing the total expected annual dividend payout by the average stock price. The expected volatility is based on historical volatility of the underlying securities. The risk-free interest rate is based on the Federal Reserve Bank’s constant maturities daily interest rate in effect at grant date. The expected contract life of the options represents the period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 14 days to 120 days, however, this period may be longer for construction to permanent loans that are originated with the Company expectsintent of selling in the awardssecondary market. For these IRLCs and our closed inventory in loans held for sale, we attempt to protect the Bank from changes in interest rates through the use of to be outstanding based on historical experience with similar awards. announced (TBA) securities, which are forward contracts, as well as, to a  significantly lesser degree, loan level commitments in the form of best efforts and mandatory forward contracts. These assets and liabilities are included in the Consolidated Balance Sheets in other assets and accrued expenses and other liabilities, respectively.

29

Table of Contents

The following weighted average assumptions were used as inputstable provides information pertaining to the Black-Scholes valuation model for options granted in 2017carrying amounts of our derivative financial instruments at June 30, 2022 and 2016.December 31, 2021.

June 30, 2022

December 31, 2021

Notional

Estimated

Notional

Estimated

(Dollars in thousands)

Amount

Fair Value

Amount

Fair Value

Asset - IRLCs

$

10,098

$

146

$

17,557

$

380

Asset - TBA securities

27,231

422

26,500

55

Liability - TBA securities

14,500

220

20,500

41



 

 

 

 

 

 



 

2017

 

2016

Dividend yield

 

0.84 

%

 

0.73 

%

Expected volatility

 

64.80 

%

 

38.60 

%

Risk-free interest rate

 

2.42 

%

 

1.75 

%

Expected contract life (in years)

 

10 years

 

 

10 years

 

At the end of the third quarter of 2017, the aggregate intrinsic value of the options outstanding under the 2016 Equity Plan was $517 thousand based on the $16.65 market value per share of the Company’s common stock at September 30, 2017. Similarly, the aggregate intrinsic value of the options exercisable was $514 thousand at September 30, 2017. The intrinsic value on options exercised during the nine months ended September 30, 2017 was $8 thousand based on the $15.89 market value per share of the Company’s common stock at January 30, 2017. The intrinsic value on options exercised in 2016 was $2 thousand based on the $11.35 market value per share of the Company’s common stock at February 8, 2016. At September 30, 2017, the weighted average remaining contract life of options outstanding was 6.4 years.

30


Note 1013 – Accumulated Other Comprehensive Income

(Loss)

The Company records unrealized holding gains (losses), net of tax, on investment securities available for sale as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. The following table provides information on the changes in the componentscomponent of accumulated other comprehensive income (loss) for the ninesix months ended SeptemberJune 30, 20172022 and 2016.2021.

    

Unrealized

gains (losses) on

available for sale

(Dollars in thousands)

securities

Balance, December 31, 2021

$

56

Other comprehensive (loss)

 

(6,707)

Balance, June 30, 2022

$

(6,651)

Balance, December 31, 2020

$

1,529

Other comprehensive (loss)

 

(923)

Balance, June 30, 2021

$

606



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

 

 

 

Unrealized gains

 

 

 



 

 

 

 

(losses) on securities

 

 

 



 

Unrealized

 

transferred from

 

Accumulated



 

gains (losses) on

 

Available-for-sale

 

other



 

available for sale

 

to

 

comprehensive

(Dollars in thousands)

 

securities

 

Held-to-maturity

 

income (loss)

Balance, December 31, 2016

 

$

(931)

 

$

(62)

 

$

(993)

Other comprehensive income

 

 

927 

 

 

15 

 

 

942 

Reclassification of (gains) recognized

 

 

(3)

 

 

 -

 

 

(3)

Balance, September 30, 2017

 

$

(7)

 

$

(47)

 

$

(54)



 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

$

(71)

 

$

 -

 

$

(71)

Other comprehensive income

 

 

1,566 

 

 

 -

 

 

1,566 

Reclassification of (gains) recognized

 

 

(18)

 

 

 -

 

 

(18)

Balances, September 30, 2016

 

$

1,477 

 

$

 -

 

$

1,477 

Note 1114 – Fair Value Measurements

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

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, loans held for sale and other real estate owned (foreclosed assets). These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

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

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

30

Table of Contents

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

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

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

Investment Securities Available for Sale

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

Equity Securities

31Fair value measurement for equity securities is based on quoted market prices retrieved by the Company via on-line resources. Although these securities have readily available fair market values, the Company determined that they should be classified as level 2 investments in the fair value hierarchy due to not being considered traded in a highly active market.


LHFS

Loans held for sale (LHFS) are carried at fair value, which is determined based on Mark to Trade (MTT) for allocated/committed loans or Mark to Market (MTM) analysis for unallocated/uncommitted loans based on third-party pricing models (Level 2).

MSRs

The fair value of mortgage servicing rights (MSRs) is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing income (Level 3). The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income, and other ancillary income such as late fees. Management reviews all significant assumptions on a quarterly basis. Mortgage loan prepayment speed, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the required rate of return investors in the market would require for an asset with similar risk. Both assumptions can, and generally will, change as market conditions and interest rates change.

The significant unobservable inputs used in the fair value measurement of the reporting entity’s residential MSRs are prepayment speeds, probability of default, rate of return, and cost of servicing. Significant increases/decreases in any of those inputs in isolation would have resulted in a significantly lower/higher fair value measurement. Generally, a change in the assumption used for prepayment speeds would have been accompanied by a directionally similar change in the markets, i.e. the 10-Year Treasury, and in the probability of default.

31

Table of Contents

IRLCs

We utilize a third-party specialist model to estimate the fair value of our IRLCs, which are valued based upon mortgage securities (TBA) prices less estimated costs to process and settle the loan. Fair value is adjusted for the estimated probability of the loan closing with the borrower (Level 3).

(Dollars in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

June 30, 2022

 

  

 

  

  

  

MSRs (1)

$

5,228

 

Market Approach

Weighted average prepayment speed (PSA) (2)

121

IRLCs - net asset

$

146

 

Market Approach

Range of pull through rate

78% - 100%

Average pull through rate

92%

(Dollars in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

December 31, 2021

 

  

 

  

  

  

MSRs (1)

$

4,087

 

Market Approach

Weighted average prepayment speed (PSA) (2)

156

IRLCs - net asset

$

380

 

Market Approach

Range of pull through rate

77% - 100%

Average pull through rate

93%

(1)The weighted average was calculated with reference to the principal balance of the underlying mortgages.
(2)PSA = Public Securities Association Standard Prepayment Model

The following table presents activity in MSRs for the three and six months ended June 30, 2022.

For the Three Months Ended

For the Six Months Ended

(Dollars in thousands)

    

June 30, 2022

    

June 30, 2022

Beginning balance

 

$

5,113

 

$

4,087

Servicing rights resulting from sales of loans

192

664

Valuation adjustment

(77)

477

Ending balance

$

5,228

$

5,228

The following table presents activity in the IRLCs for the three and six months ended June 30, 2022.

For the Three Months Ended

For the Six Months Ended

(Dollars in thousands)

    

June 30, 2022

    

June 30, 2022

Beginning balance

 

$

217

 

$

380

Valuation adjustment

(71)

(234)

Ending balance

$

146

$

146

Forward Contracts

To avoid interest rate risk, we hedge the open locked/closed position with TBA forward trades. On a regular basis, we allocate disbursed loans to mandatory commitments with government-sponsored enterprises (“GSE”) and private investors delivering the loans within 120 days of origination to maximize interest earnings. For a small percentage of our business, we enter into best efforts forward sales commitments with investors at the time we make an IRLC to a borrower. Once a loan has been closed and funded, the best efforts commitments convert to mandatory forward sales commitments. The mandatory commitments are derivatives, and we measure and report them at fair value. Fair value is based on the gain or loss that would occur if we were to pair-off the transaction with the investor at the measurement date. This is a level 2 input. We have elected to measure and report best efforts commitments at fair value, when outstanding, using a valuation methodology similar to that used for mandatory commitments.

32

Table of Contents

Market assumptions utilized in the fair value measurement of the reporting entity’s residential mortgage derivatives, inclusive of IRLCs, Closed Loan Inventory, TBA derivative trades, and Mandatory Forwards may be subject to investor overlays that may result in a significantly lower fair value measurement. Generally such overlays are announced with advanced notice in order to include the risk adjuster, however there are times when announcements are mandated resulting in a lower fair value measurement. Additionally market assumptions such as spec pool payups may result in a significantly higher fair value measurement at time of loan allocation to specific trades.

The following tables below present the recorded amount of assets measured at fair value on a recurring basis at SeptemberJune 30, 20172022 and December 31, 2016.2021. No assets were transferred from one hierarchy level to another during the first ninesix months of 20172022 or 2016.2021.

Significant

Other

Significant

Quoted

Observable

Unobservable

Prices

Inputs

Inputs

(Dollars in thousands)

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

June 30, 2022

 

  

 

  

 

  

 

  

Assets:

Securities available for sale:

 

  

 

  

 

  

 

  

U.S. Government agencies

$

19,487

$

$

19,487

$

Mortgage-backed

 

73,287

 

 

73,287

 

Other Debt Securities

1,915

1,915

 

94,689

 

 

94,689

 

Equity securities

1,271

1,271

TBA securities

422

422

LHFS

7,306

7,306

MSRs

5,228

5,228

IRLCs

146

146

Total assets at fair value

$

109,062

$

$

103,688

$

5,374

Liabilities:

TBA securities

$

220

$

$

220

$

Total liabilities at fair value

$

220

$

$

220

$



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Significant

 

 

 



 

 

 

 

 

 

 

Other

 

Significant



 

 

 

 

Quoted

 

Observable

 

Unobservable



 

 

 

 

Prices

 

Inputs

 

Inputs

(Dollars in thousands)

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

52,003 

 

$

 -

 

$

52,003 

 

$

 -

Mortgage-backed

 

 

160,725 

 

 

 -

 

 

160,725 

 

 

 -

Equity

 

 

662 

 

 

 -

 

 

662 

 

 

 -

Total

 

$

213,390 

 

$

 -

 

$

213,390 

 

$

 -



 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Significant

 

 

 



 

 

 

 

 

 

 

Other

 

Significant



 

 

 

 

Quoted

 

Observable

 

Unobservable



 

 

 

 

Prices

 

Inputs

 

Inputs

(Dollars in thousands)

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agencies

 

$

34,318 

 

$

 -

 

$

34,318 

 

$

 -

Mortgage-backed

 

 

128,944 

 

 

 -

 

 

128,944 

 

 

 -

Equity

 

 

640 

 

 

 -

 

 

640 

 

 

 -

Total

 

$

163,902 

 

$

 -

 

$

163,902 

 

$

 -

33

Table of Contents

Significant

Other

Significant

Quoted

Observable

Unobservable

Prices

Inputs

Inputs

(Dollars in thousands)

    

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

December 31, 2021

 

  

 

  

 

  

 

  

Assets:

Securities available for sale:

 

  

 

  

 

  

 

  

U.S. Government agencies

$

22,305

$

$

22,305

$

Mortgage-backed

 

92,637

 

 

92,637

 

Other Debt Securities

2,040

2,040

 

116,982

 

 

116,982

 

Equity securities

1,372

1,372

TBA securities

55

55

LHFS

37,749

37,749

MSRs

4,087

4,087

IRLCs

380

380

Total assets at fair value

$

160,625

$

$

156,158

$

4,467

Liabilities:

TBA securities

$

41

$

$

41

$

Total liabilities at fair value

$

41

$

$

41

$

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

Impaired Loans

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

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

Other Real Estate Owned (Foreclosed Assets)

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

32

34


Table of Contents

The following tables below presentset forth the recorded amount ofCompany’s financial and nonfinancial assets measured atsubject to fair value adjustments (impairment) on a nonrecurring basis at SeptemberJune 30, 20172022 and December 31, 2016.



 

 

 

 

 

 

 

 

 

 

 

 



 

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

 

Fair Value

 

Valuation Technique

 

Unobservable Input

 

Range

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Nonrecurring measurements:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

6,190 

 

 

Appraisal of collateral

 

Appraisal adjustments

 

20% - 30%



 

 

 

 

 

 

 

 

Liquidation expense

 

5% - 10%



 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

1,809 

 

 

Appraisal of collateral

 

Appraisal adjustments

 

20% - 30%



 

 

 

 

 

 

 

 

Liquidation expense

 

5% - 10%



 

 

 

 

 

 

 

 

 

 

 

 



 

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

 

Fair Value

 

Valuation Technique

 

Unobservable Input

 

Range

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Nonrecurring measurements:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

8,935 

 

 

Appraisal of collateral

 

Appraisal adjustments

 

20% - 30%



 

 

 

 

 

 

 

 

Liquidation expense

 

5% - 10%



 

 

 

 

 

 

 

 

 

 

 

 

Other real estate owned

 

$

2,477 

 

 

Appraisal of collateral

 

Appraisal adjustments

 

20% - 30%



 

 

 

 

 

 

 

 

Liquidation expense

 

5% - 10%

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level III inputs which are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following information relates to the estimated fair values of financial assets and liabilities2021, that are reportedvalued at the lower of cost or market. Assets are classified in their entirety based on the Company’s consolidated balance sheets at their carrying amounts. The discussion below describes the methods and assumptions usedlowest level of input that is significant to estimate the fair value of each class of financial asset and liability for which it is practicable to estimate that value.measurement.

Quantitative Information about Level 3 Fair Value Measurements

Weighted

(Dollars in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Average (3)

June 30, 2022

 

  

 

  

  

  

  

Nonrecurring measurements:

 

  

 

  

  

  

  

Impaired loans

$

618

 

Appraisal of collateral

(1)

Liquidation expense

(2)

10%

(10%)

Impaired loans

$

1,879

 

Discounted cash flow analysis

(1)

Discount rate

6% - 7.25%

(6%)

Other real estate owned

$

197

 

Appraisal of collateral

(1)

Appraisal adjustments

(2)

0% - 20%

(2%)

Cash and Cash Equivalents

Quantitative Information about Level 3 Fair Value Measurements

Weighted

(Dollars in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

Average (3)

December 31, 2021

 

  

 

  

  

  

Nonrecurring measurements:

 

  

 

  

  

  

Impaired loans

$

617

 

Appraisal of collateral

(1)

Liquidation expense

(2)

10%

(10%)

Impaired loans

$

2,026

 

Discounted cash flow analysis

(1)

Discount rate

4% - 7.25%

(6%)

Other real estate owned

$

532

 

Appraisal of collateral

(1)

Appraisal adjustments

(2)

20% - 40%

(35%)

Cash equivalents include interest-bearing deposits with other banks and federal funds sold. For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment Securities Held to Maturity

For all investments in debt securities, fair values are based on quoted prices. If a quoted price is not available, fair

(1)Fair value is estimated using quoted pricesgenerally determined through independent appraisals of the underlying collateral (impaired loans and OREO) or discounted cash flow analyses (impaired loans), which generally include various level III inputs which are not identifiable.
(2)Appraisals may be adjusted by management for similar securities.

33


Loans

The fair values of categories of fixed rate loans,qualitative factors such as commercial loans, residential real estate,economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other consumer loans,appraisal adjustments are estimatedpresented as a percent of the appraisal.

(3)Unobservable inputs were weighted by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Other loans, including variable rate loans, are adjusted for differences in loan characteristics.

Restricted Securities

The restricted security category is comprised of FHLB and Federal Reserve Bank stock. These stocks are classified as restricted securities because their ownership is restricted to certain types of entities and they lack a market. When the FHLB or Federal Reserve Bank repurchases stock, they repurchase at the stock’s book value. Therefore, the carrying amounts of restricted securities approximate fair value.

Bank Owned Life Insurance

The carrying value of bank owned life insurance approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

Deposits and Short-Term Borrowings

The fair values of demand deposits, savings accounts, and certain money market deposits are the amounts payable on demand at the reporting date. Therelative fair value of fixed-maturity certificatesthe instruments.

35

Table of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. These estimates do not take into consideration the value of core deposit intangibles. Generally, theContents

The carrying amount of short-term borrowings is a reasonable estimate of fair value. The fair values of securities sold under agreements to repurchase (included in short-term borrowings)amounts and long-term debt are estimated using the rates offered for similar borrowings.

Commitments to Extend Credit and Standby Letters of Credit

The majority of the Company’s commitments to grant loans and standby letters of credit are written to carry current market interest rates if converted to loans. In general, commitments to extend credit and letters of credit are not assignable by the Company or the borrower, so they generally have value only to the Company and the borrower. Therefore, it is impractical to assign any value to these commitments.

The following table provides information on the estimated fair values of the Company’s financial assets and liabilities thatinstruments are reportedpresented in the balance sheets at their carrying amounts. The financial assetsfollowing table. Fair values for June 30, 2022 and liabilities have been segregated by their classification level in the fair value hierarchy.December 31, 2021 were estimated using an exit price notion.

June 30, 2022

    

December 31, 2021

Estimated

Estimated

Carrying

Fair

Carrying 

Fair

(Dollars in thousands)

    

Amount

    

Value

    

Amount

    

Value

Financial assets

 

  

 

  

 

  

 

  

Level 1 inputs

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

403,009

$

403,009

$

583,613

$

583,613

Level 2 inputs

 

  

 

  

 

  

 

  

Investment securities available for sale

$

94,689

$

94,689

$

116,982

$

116,982

Investment securities held to maturity

458,957

415,435

404,594

401,524

Equity securities

1,271

1,271

1,372

1,372

Restricted securities

 

9,894

 

9,894

 

4,159

 

4,159

LHFS

7,306

7,306

37,749

37,749

TBA securities

422

422

55

55

Cash surrender value on life insurance

 

58,437

 

58,437

 

47,935

 

47,935

Level 3 inputs

 

  

 

  

 

  

 

  

Loans, net

$

2,249,096

$

2,206,033

$

2,105,231

$

2,106,373

MSRs

5,228

5,228

4,087

4,087

IRLCs

146

146

380

380

Financial liabilities

 

  

 

  

 

  

 

  

Level 2 inputs

 

  

 

  

 

  

 

  

Deposits:

 

  

 

  

 

  

 

  

Noninterest-bearing demand

$

889,122

$

889,122

$

927,497

$

927,497

Checking plus interest

 

642,223

 

642,223

 

524,143

 

524,143

Money market

 

714,511

 

714,511

 

889,099

 

889,099

Savings

 

320,463

 

320,463

 

225,546

 

225,546

Club

 

1,091

 

1,091

 

388

 

388

Certificates of deposit

 

446,921

 

447,349

 

459,563

 

461,135

Securities sold under retail repurchase agreement

 

 

 

4,143

 

4,143

Advances from FHLB - long-term

10,054

 

9,988

 

10,135

 

10,187

Subordinated debt

42,917

 

43,475

 

42,762

 

44,876

TBA Securities

220

 

220

 

41

 

41



 

 

 

 

 

 

 

 

 

 

 

 



 

September 30, 2017

 

December 31, 2016



 

 

 

 

Estimated

 

 

 

 

Estimated



 

Carrying

 

Fair

 

Carrying

 

Fair

(Dollars in thousands)

 

Amount

 

Value

 

Amount

 

Value

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Level 1 inputs

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

43,916 

 

$

43,916 

 

$

75,938 

 

$

75,938 



 

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities held to maturity

 

$

6,241 

 

$

6,451 

 

$

6,704 

 

$

6,806 

Restricted securities

 

 

3,069 

 

 

3,069 

 

 

1,650 

 

 

1,650 

Bank owned life insurance

 

 

107 

 

 

107 

 

 

105 

 

 

105 



 

 

 

 

 

 

 

 

 

 

 

 

Level 3 inputs

 

 

 

 

 

 

 

 

 

 

 

 

Loans, net

 

 

1,037,952 

 

 

1,036,002 

 

 

862,799 

 

 

867,594 



 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand

 

$

326,020 

 

$

326,020 

 

$

261,575 

 

$

261,575 

Checking plus interest

 

 

227,973 

 

 

227,973 

 

 

203,724 

 

 

203,724 

Money market

 

 

221,589 

 

 

221,589 

 

 

181,871 

 

 

181,871 

Savings

 

 

154,180 

 

 

154,180 

 

 

90,051 

 

 

90,051 

Club

 

 

1,565 

 

 

1,565 

 

 

393 

 

 

393 

Certificates of deposit, $100,000 or more

 

 

113,618 

 

 

112,271 

 

 

120,602 

 

 

119,914 

Other time

 

 

161,250 

 

 

158,320 

 

 

139,273 

 

 

135,940 

Short-term borrowings

 

 

1,469 

 

 

1,469 

 

 

3,203 

 

 

3,203 

34


Note 15 – Commitments and Contingencies

Note 12 – Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, to meet the financial needs of its customers, the Bank is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Letters of credit and other commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the letters of credit and commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

The following table provides information on commitments outstanding at SeptemberJune 30, 20172022 and December 31, 2016.2021.

(Dollars in thousands)

    

June 30, 2022

    

December 31, 2021

Commitments to extend credit

$

404,294

$

421,088

Letters of credit

 

9,064

 

8,399

Total

$

413,358

$

429,487

The Bank has established a reserve for off balance sheet credit exposures. The reserve is established as losses are estimated to have occurred through a loss for off balance sheet credit exposures charged to earnings. Losses are charged against the



 

 

 

 

 

 

(Dollars in thousands)

 

September 30, 2017

 

December 31, 2016

Commitments to extend credit

 

$

220,271 

 

$

178,233 

Letters of credit

 

 

8,335 

 

 

8,024 

Total

 

$

228,606 

 

$

186,257 

36

Table of Contents

allowance when management believes the required funding of these exposures is uncollectible. While this evaluation is completed on a regular basis, it is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The Company provides banking services to customers who do business in the cannabis industry.  Prior to the second quarter of 2022, the Company restricted these businesses to include only those in the medical-use cannabis industry in the state of Maryland.  During the second quarter of 2022, the Company expanded its cannabis banking program to include both medical and adult -use licensees in other states, with an initial offering of the Company’s existing Maryland customers with multi-state operations. While the Company is providing banking services to customers that are engaged in the growing, processing, and sales of cannabis in a manner that complies with applicable state law, such customers engaged in those activities currently violate Federal law. The Company may be deemed to be aiding and abetting illegal activities through the services that it provides to these customers. While we are not aware of any instance of a federally-insured financial institution being subject to such aiding and abetting liability, the strict enforcement of Feral laws regarding cannabis would likely result in the Company’s inability to continue to provide banking services to these customers and the Company could have legal action taken against it by the Federal government, including imprisonment and fines.  There is an uncertainty of the potential impact to the Company’s Consolidated Financial Statements if the Federal government takes actions against the Company. As of June 30, 2022, the Company had not accrued an amount for the potential impact of any such actions.

Following is a summary of the level of business activities with our cannabis industry customers:

● Deposit and loan balances at June 30, 2022 were approximately $27.0 million, or 0.9% of total deposits, and$42.3 million, or 1.9% of total gross loans, respectively.

● Interest and noninterest income for the six months ended June 30, 2022, were approximately $1.2 million and $1.0 million, respectively

In the normal course of business, the Company and the Bank may become involved in litigation arising from banking, financial, and other activities. Management, after consultation with legal counsel, does not anticipate that the future liability, if any, arising out of current proceedings will have a material effect on the Company’s financial condition, operating results, or liquidity.

Note 1316 – Segment Reporting

The Company operates two primaryWe are in the business segments: Community Bankingof providing financial services and Insurance Productssubsequent to the acquisition of Severn in the fourth quarter of 2021 we operate in 2 business segments – community banking and Services. Through the Community Banking business, the Company provides services to consumers and small businesses in Maryland, Delaware and Virginia through its 21  branch network and 2 loan production offices.mortgage-banking. Community banking activities include small business services, retail brokerage, trust servicesis conducted through the Bank and consumer banking products and services. Loan products available to consumers include mortgage, home equity, automobile, marine, and installment loans, credit cards and other secured and unsecured personal lines of credit. Small business lending includes commercial mortgages, real estate development loans, equipment and operating loans, as well as secured and unsecured lines of credit, credit cards, accounts receivable financing arrangements, and merchant card services.

Through the Insurance Products and Services business, the Company providesinvolves delivering a fullbroad range of insurance productsfinancial services, including lending and servicesdeposit taking, to businessesindividuals and consumerscommercial enterprises. This segment also includes our treasury and administrative functions. Mortgage-banking is conducted through the residential mortgage division of the Bank and involves originating first and second-lien residential mortgages for sale in the Company’s market areas. Products include property and casualty, life, marine, individual health and long-term care insurance. Pension and profit sharing plans and retirement plans for executives and employees are available to suit the needssecondary market.

37

Table of individual businesses.


The following table includes selected financialtables present certain information byregarding our business segments for the first ninethree and six months ended June 30, 2022.

Community

Consolidated

(Dollars in thousands)

    

Banking

    

Mortgage Banking

    

Total

For the Three Months Ended June 30, 2022

 

  

 

  

 

  

Interest Income

 

$

26,478

$

192

$

26,670

Interest Expense

 

2,043

 

9

 

2,052

Net interest income

24,435

183

24,618

Provision for credit losses

200

200

Net interest income after provision for credit losses

24,235

183

24,418

Noninterest income

 

4,737

 

1,096

 

5,833

Noninterest expense

 

19,006

 

1,088

 

20,094

Income (loss) before income taxes

 

9,966

 

191

 

10,157

Income tax expense (benefit)

2,608

50

2,658

Net income (loss)

$

7,358

$

141

$

7,499

Total assets, June 30, 2022

$

3,429,420

$

13,130

$

3,442,550

Community

Consolidated

(Dollars in thousands)

    

Banking

    

Mortgage Banking

    

Total

For the Six Months Ended June 30, 2022

 

  

 

  

 

  

Interest Income

 

$

50,650

$

344

$

50,994

Interest Expense

 

3,927

 

19

 

3,946

Net interest income

46,723

325

47,048

Provision for credit losses

800

800

Net interest income after provision for credit losses

45,923

325

46,248

Noninterest income

 

8,916

 

2,963

 

11,879

Noninterest expense

 

37,352

 

3,074

 

40,426

Income before income taxes

 

17,487

 

214

 

17,701

Income tax expense

4,536

53

4,589

Net income

$

12,951

$

161

$

13,112

Total assets, June 30, 2022

$

3,429,420

$

13,130

$

3,442,550

Note 17 – Revenue Recognition

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. Topic 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees and merchant income. Noninterest revenue streams in-scope of 2017Topic 606 are discussed below.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and 2016.public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided.



 

 

 

 

 

 

 

 

 

 

 

 



 

Community

 

Insurance Products

 

Parent

 

Consolidated

(Dollars in thousands)

 

Banking

 

and Services

 

Company

 

Total

2017

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

$

34,761 

 

$

(1)

 

$

73 

 

$

34,833 

Interest Expense

 

 

(1,674)

 

 

 -

 

 

 -

 

 

(1,674)

Provision for credit losses

 

 

(1,746)

 

 

 -

 

 

 -

 

 

(1,746)

Noninterest income

 

 

6,111 

 

 

7,300 

 

 

 -

 

 

13,411 

Noninterest expense

 

 

(18,651)

 

 

(6,035)

 

 

(5,884)

 

 

(30,570)

Net intersegment (expense) income

 

 

(5,500)

 

 

(84)

 

 

5,584 

 

 

 -

Income (loss) before taxes

 

 

13,301 

 

 

1,180 

 

 

(227)

 

 

14,254 

Income tax (expense) benefit

 

 

(5,309)

 

 

(472)

 

 

91 

 

 

(5,690)

Net Income (loss)

 

$

7,992 

 

$

708 

 

$

(136)

 

$

8,564 



 

 

 

 

 

 

 

 

 

 

 

 

Total assets, September 30, 2017

 

$

1,359,930 

 

$

9,909 

 

$

6,289 

 

$

1,376,127 



 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

$

29,957 

 

$

 -

 

$

190 

 

$

30,147 

Interest Expense

 

 

(1,863)

 

 

 -

 

 

 -

 

 

(1,863)

Provision for credit losses

 

 

(1,430)

 

 

 -

 

 

 -

 

 

(1,430)

Noninterest income

 

 

5,749 

 

 

6,840 

 

 

 -

 

 

12,589 

Noninterest expense

 

 

(15,874)

 

 

(5,205)

 

 

(6,842)

 

 

(27,921)

Net intersegment (expense) income

 

 

(6,027)

 

 

(566)

 

 

6,593 

 

 

 -

Income (loss) before taxes

 

 

10,512 

 

 

1,069 

 

 

(59)

 

 

11,522 

Income tax (expense) benefit

 

 

(3,973)

 

 

(424)

 

 

18 

 

 

(4,379)

Net Income (loss)

 

$

6,539 

 

$

645 

 

$

(41)

 

$

7,143 



 

 

 

 

 

 

 

 

 

 

 

 

Total assets, September 30, 2016

 

$

1,129,427 

 

$

9,647 

 

$

18,792 

 

$

1,157,866 

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

Trust and Investment Fee Income

3638

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

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

Title Company Revenue

Title Company revenue consists of revenue earned on performing title work for real estate transactions. The revenue is earned when the title work is performed. Payment for such performance obligations generally occurs at the time of the settlement of a real estate transaction. As such settlement is generally within 90 days of the performance of the title work, we recognize the revenue at the time of the settlement.

All contract issuance costs are expensed as incurred. We had no contract assets or liabilities at June 30, 2022.

Other Noninterest Income

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

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and six months ended June 30, 2022 and 2021.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

(Dollars in thousands)

    

2022

    

2021

    

2022

    

2021

Noninterest Income

 

  

 

  

 

  

 

  

 

In-scope of Topic 606:

 

  

 

  

 

  

 

  

 

Service charges on deposit accounts

$

1,438

$

683

$

2,797

$

1,357

Trust and investment fee income

 

447

 

475

 

961

 

882

Interchange income

1,253

1,036

2,291

1,906

Title Company revenue

426

749

Other noninterest income

 

582

 

456

 

1,042

 

760

Noninterest Income (in-scope of Topic 606)

 

4,146

 

2,650

 

7,840

 

4,905

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

 

1,687

 

253

 

4,039

 

555

Total Noninterest Income

$

5,833

$

2,903

$

11,879

$

5,460


39

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of June 30, 2022, and December 31, 2021, the Company did not have any significant contract balances.

Note 18 – Subsequent Event

On July 6, 2022, the Company announced a new stock repurchase program. Under the new stock repurchase program, the Company is authorized to repurchase up to $5.0 million of the Company’s Common Stock, representing approximately 1.4% of its issued and outstanding Common Stock based on the closing price of the Company’s Common Stock on July 5, 2022. The program may be limited or terminated at any time without prior notice. The program will expire on March 31, 2023.

40

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

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

Forward-Looking Information

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

If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Quarterly Report on Form 10-Q contain forward-lookingand other reports and registration statements within the meaning of The Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature, including statements that include the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and similar expressions, are expressions about our confidence, policies, and strategies, the adequacy of capital levels, and liquidity and are not guarantees of future performance. Such forward-looking statements involve certain risks and uncertainties, including economic conditions, competition in the geographic and business areas in which we operate, inflation, fluctuations in interest rates, legislation, and governmental regulation. These risks and uncertainties are described in detail in the section of the periodic reports that Shore Bancshares, Inc. filesfiled by us with the Securities and Exchange Commission (the “SEC”(“SEC”) entitled. For information on the factors that could cause actual results to differ from the expectations stated in the forward- looking statements, see “Risk Factors” (seeunder Part I, Item 1A of Part IIour 2021 Form 10-K and other reports filed by us with the SEC.

Any forward-looking statement speaks only as of the date of this report, and Item 1A of Part I of the Annual Report of Shore Bancshares, Inc. on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”)). Actual results may differ materially from such forward-looking statements, and we assume nodo not undertake any obligation to publicly update or review any forward-looking statements at any timestatement, whether because of new information, future developments or otherwise, except as required by law.

Introduction

The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes presented elsewhere in this report, as well as the audited consolidated financial statements and related notes included in the 20162021 Annual Report.

Shore Bancshares, Inc. is the largest independent financial holding company headquartered on the Eastern Shore of Maryland. It is the parent company of Shore United Bank.Bank, N.A. The Bank operates 21 full service30 full-service branches in Baltimore City, Baltimore County, Howard County, Kent County, Queen Anne’s County, Caroline County, Talbot County, CarolineDorchester County, Anne Arundel County and DorchesterWorcester County in Maryland, Kent County, Delaware and in Accomack County, Virginia. The Company engages in the insurance businesstrust and wealth management services through an insurance producer firm, The Avon-Dixon Agency, LLC, (“Avon-Dixon”) with two specialty lines, Elliott Wilson Insurance (Trucking) and Jack Martin Associates (Marine); and an insurance premium finance company, Mubell Finance, LLC (“Mubell”) (Avon-Dixon and Mubell are collectively referred to as the “Insurance Subsidiaries”). Avon-Dixon and Mubell are wholly-owned subsidiariesWye Financial Partners, a division of Shore Bancshares, Inc. The Company engages in the trust services business through the trust department at Shore United Bank, under the trade name Wye Financial & Trust.

N.A. The Company also engages in title work for real estate transactions through Mid-MD Title.

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

41

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

Critical Accounting Policies

OurThe Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information containedGAAP and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements is, to a significant extent, financial information that isand accompanying notes. These estimates, assumptions, and judgments are based on measuresinformation available as of the date of the financial effectsstatements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of transactionsestimates, assumptions, and eventsjudgments and as such have a greater possibility of producing results that have already occurred. A varietycould be materially different than originally reported.

The most significant accounting policies that the Company follows are presented in Note 1 of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability.2021 Annual Report. These policies, along with the disclosures presented in the notes to the financial statements and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has determined that the accounting policies with respect to the loans acquired in a business combination, allowance for credit losses goodwill and other intangible assets, deferred tax assets, and fair valuegoodwill are critical accounting policies. These policies are considered critical because they relate to accounting areas that require the most subjective or complex judgments, and, as such, could be most subject to revision as new information becomes available.

Loans Acquired in a Business Combination

Acquired loans are classified as either (i) purchase credit-impaired (“PCI”) loans or (ii) purchased performing loans and are recorded at fair value on the date of acquisition.

PCI loans are those for which there is evidence of credit deterioration since origination and for which it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. When determining fair value, PCI loans are aggregated into pools of loans based on common risk characteristics as of the date of acquisition such as loan type, date of origination, and evidence of credit quality deterioration such as internal risk grades and past due and nonaccrual status. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the “nonaccretable difference.” Any excess of cash flows expected at acquisition over the estimated fair value is referred to as the “accretable yield” and is recognized as interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows.

On a quarterly basis, we evaluate our estimate of cash flows expected to be collected on PCI loans. Estimates of cash flows for PCI loans require significant judgment. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses resulting in an increase to the allowance for loan losses. Subsequent significant increases in cash flows may result in a reversal of post-acquisition provision for loan losses or a transfer from nonaccretable difference to accretable yield that increases interest income over the remaining life of the loan, or pool(s) of loans. Disposals of loans, which may include sale of loans to third parties, receipt of payments in full or in part from the borrower or foreclosure of the collateral, result in removal of the loan from the PCI loan portfolio at its carrying amount.

PCI loans are not classified as nonperforming by the Company at the time they are acquired, regardless of whether they had been classified as nonperforming by the previous holder of such loans, and they will not be classified as nonperforming so long as, at quarterly re-estimation periods, we believe we will fully collect the new carrying value of the pools of loans.

The Company accounts for purchased performing loans using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including a credit discount.  The fair value discount is accreted as an adjustment to yield over the estimated lives of the

42

loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses may be required for any deterioration in these loans in future periods.

Allowance for Credit Losses

The allowance for credit losses is anrepresents management’s estimate of thecredit losses that may be sustainedinherent in the loan portfolio. The allowance is based on two basic principles of accounting: (i) Topic 450, “ Contingencies ”,portfolio as of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”), which requires that losses be accrued when they are probablebalance sheet date. Determining the amount of occurring and estimable; and (ii) ASC Topic 310, “ Receivables ”, which requires that losses be accrued based on the differences between the loan balance and the value of collateral, present value of future cash flows or values that are observable in the secondary market. Management uses many factors to estimate the inherent loss that may be present in our loan portfolio, including economic conditions and trends, the value and adequacy of collateral, the volume and mix of the loan portfolio, and our internal loan processes. Actual losses could differ significantly from management’s estimates. In addition, GAAP itself may change from one previously acceptable method to another. Although the economics of transactions would be the same, the timing of events that would impact the transactions could change.

37


Three basic components comprise our allowance for credit losses: (i) the specific allowance; (ii) the formula allowance; and (iii) the unallocated allowance. Each component is determined based on estimates that can and do change when the actual events occur. The specific allowance is established against impaired loans (i.e., nonaccrual loans and troubled debt restructurings (“TDRs”)) based on our assessment of the losses that may be associated with the individual loans. The specific allowance remains until charge-offs are made. An impaired loan may show deficiencies in the borrower’s overall financial condition, payment history, support available from financial guarantors and/or the fair market value of collateral. The formula allowance is used to estimate the loss on internally risk-rated loans, exclusive of those identified as impaired. Loans are grouped by type (construction, residential real estate, commercial real estate, commercial or consumer). Each loan type is assigned allowance factors based on management’s estimate of the risk, complexity and size of individual loans within a particular category. Loans identified as special mention, substandard, and doubtful are adversely rated. These loans are assigned higher allowance factors than favorably rated loans due to management’s concerns regarding collectability or management’s knowledge of particular elements regarding the borrower. The unallocated allowance captures losses that have impacted the portfolio but have yet to be recognized in either the specific or formula allowance.

Management has significant discretion in making the adjustments inherent in the determination of the provision and allowance for credit losses including in connection with the valuation of collateral, the estimation ofis considered a borrower’s prospects of repayment,critical accounting estimate because it requires significant judgment and the establishmentuse of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of similar loans based on historical loss experience, and consideration of current economic trends and conditions and other factors, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance sheets. Note 1 to the 2021 Annual Report describes the methodology used to determine the allowance for credit losses. A discussion of the allowance determination and factors in the formula allowance and unallocated allowance components of the allowance. The establishment of allowance factors is a continuing exercise, based on management’s ongoing assessment of the totality of all factors, including, but not limited to, delinquencies, loss history, trends in volume and terms of loans, effects ofdriving changes in lending policy, the experience and depth of management, national and local economic trends, concentrations of credit, the quality of the loan review system and the effect of external factors such as competition and regulatory requirements, and their impact on the portfolio. Allowance factors may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance based on the same volume and classification of loans. Changes in allowance factors will have a direct impact on the amount of the provision, and a corresponding effect on net income. Errors in management’s perception and assessment of these factors and their impact on the portfolio could resultfor credit losses is included in the allowance not being adequate to cover losses in the portfolio,Provision for Credit Losses and may result in additional provisions or charge-offs.Allowance for Credit Losses sections below.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. Goodwill and other intangible assets are required to be recorded at fair value. Determining fair value is subjective, requiring the use of estimates, assumptions and management judgment. Goodwill and other intangible assets with indefinite lives areis tested at least annually for impairment, usually during the thirdfourth quarter, or on an interim basis if circumstances dictate. Intangible assets that have finite lives are amortized over their estimated useful lives and also are subject to impairment testing. Impairment testing requires a qualitative assessment or that the fair value of each of the Company’s reporting units be compared to the carrying amount of its net assets, including goodwill. The Company’s reporting units were identified based on an analysis of each of its individual operating segments (i.e., the Bank and Insurance Subsidiaries). If the fair value of a reporting unit is less than book value, an expense may be required to write down the related goodwill or purchased intangibles to record an impairment loss.

Fair Value

The Company measures certain financial assets and liabilities at fair value, with the measurements made on a recurring or nonrecurring basis. Significant financial instruments measured at fair value on a recurring basis are investment securities. Impaired loans and other real estate owned are significant financial instruments measured at fair value on a nonrecurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In determining fair value, As of June 30, 2022, the Company is required to maximize the use of observable inputshad a banking and minimize the use of unobservable inputs, reducing subjectivity.

38


mortgage reporting unit.

OVERVIEW

The Company reported net income of $3.4$7.5 million for the thirdsecond quarter of 2017,2022, or diluted income per common share of $0.27,$0.38, compared to net income of $2.4$4.0 million, or diluted income per common share of $0.19,$0.34, for the third quarter of 2016. For the second quarter of 2017,2021. For the first quarter of 2022, the Company reported net income of $2.4$5.6 million, or diluted income per common share of $0.19.$0.28. Net income, excluding merger related expenses, for the second quarter of 2022 was $7.7 million or $0.39 per diluted common share, compared to net income, excluding merger related expenses, of $6.2 million or $0.31 per diluted common share for the first quarter of 2022. When comparing net income, excluding merger related expenses, for the thirdsecond quarter of 20172022 to the thirdsecond quarter of 2016, the primary reasons for improved2021, net income wereincreased $3.3 million, primarily due to increases in net interest income of $2.7$10.5 million and noninterest income of $418 thousand and a reduction in provision for credit losses of $260 thousand,$2.9 million, partially offset by an increase in noninterest expenses of $1.5 million.$9.4 million resulting from the acquisition of Severn Bank (“Severn”) in November 2021.   When comparing the third quarter of 2017 to the second quarter of 2017,2022 to the higherfirst quarter of 2022, net income, was primarily attributableexcluding merger related expenses, increased $1.5 million, due to increases in net interest income of $1.4$2.2 million noninterest income of $246 thousand, and a reduction inlower provision forof credit losses of $629 thousand, partially offset by an increase in noninterest$400 thousand.  Merger-related expenses of $521 thousand. These increases were a direct result of operating the three branches acquired from NWBIrecorded for a full quarter. The reduction in provision for credit losses was due to a large charge-off in the second quarter of 2017 which was2022 and the resultfirst quarter of one borrowing relationship.2022 of $241 thousand and $730 thousand, respectively.  

For the first ninesix months of 2017,2022, the Company reported net income of $8.6$13.1 million, or diluted income per common share of $0.67,$0.66, compared to net income of $7.1$8.0 million, or diluted income per common share of $0.56,$0.68, for the first ninesix months of 2016. Earnings improved2021. When comparing net income for the first six months of 2022 to the first six months of 2021, the increase in net income was primarily due to increasesan increase in net interest income of $4.9$19.1 million and noninterest income of $822 thousand,$6.4 million. These improvements to income were partially offset by increasesan increase in provision for credit lossesnoninterest expense of $316 thousand and noninterest expenses of $2.6$19.1 million of which $977 thousand related to acquisition costsresulting from the branch purchase.     Severn merger.

RESULTS OF OPERATIONS

Net Interest Income

Tax-equivalent net interest income is net interest income adjusted for the tax-favored status of income from certain loans and investments. As shown in the table below, tax-equivalent net interest income was $12.4$24.7 million for the thirdsecond quarter

43

of 2022 and $9.7 million for the third quarter of 2016. Tax-equivalent net interest income was $11.0$14.1 million for the second quarter of 2017.2021. Tax-equivalent net interest income was $22.5 million for the first quarter of 2022. The increase in net interest income forwhen comparing the thirdsecond quarter of 2017 when compared to the third quarter of 2016 was primarily due to an increase in interest income of $2.7 million, or 26.1%, partially offset by an increase in interest expense of $33 thousand, or 6.1%. The increase in net interest income compared2022 to the second quarter of 20172021 and the first quarter of 2022, was due to increases in interest and fees on loans and income from taxable investment securities, partially offset by increases in interest expense on interest-bearing deposits and subordinated debt primarily due to an increase in interest incomethe acquisition of $1.5 million, or 12.9%, partially offset by an increase in interest expense of $62 thousand, or 11.3%.Severn. Net interest margin is tax-equivalent net interest income (annualized) divided by average earning assets. The net interest margin increased in the third quarter of 2017 to 3.79% when compared to both the third quarter of 2016 andfor the second quarter of 20172022 was 3.10% which was an increase of 3.54%19bps when compared to 2.91% for the second quarter of 2021 and 3.73%, respectively.an increase of 32bps when compared to 2.78% for the first quarter of 2022. The improvement in net interest margin in the second quarter of 2022 when compared to the second quarter of 2021 and the first quarter of 2022 was due to higher average loan balances, accretion income from purchased loans and higher rates paid on lower yielding assets.  

Interest Income

On a tax-equivalent basis, interest income increased $2.7$11.1 million, or 26.1%71.6%, for the thirdsecond quarter of 20172022 when compared to the thirdsecond quarter of 2016.2021. The increaseimprovement to interest income was primarily due to a $2.4 million, or 24.9%,the result of increases in interest and fees on loans, income from investment securities and higher rates paid on interest-bearing deposits with other banks. The primary driver for the increase in interest income and fees on loans. This increaseloans was due to a $197.6the higher average volume of loans of $772.5 million, or 23.6% increasesignificantly impacted by the acquisition of Severn in the average balance of loans which primarily resulted from the purchase of $122.9 million in loans from NWBI in the secondfourth quarter of 2017 and organic loan growth of $70.2 million. The2021 coupled with a higher average yield on loans increased 4 bps, which increased from 4.50% to 4.54%, primarily due to the higher yielding loan portfolio acquired from NWBI relative to the Bank’s legacy portfolio. In addition, interest and dividends on taxable investment securities increased $280 thousand, or 37.1%, during the third quarter of 2017 compared to the same period last year, primarily the result of a $28.4 million, or 14.9% increase in the25bps.  The average balance of taxable investment securities which was partially funded by the excess cash received from the branch purchase.  

increased $260.1 million, providing $1.3 million of additional income.

On a tax-equivalent basis, interest income increased $1.5$2.3 million, or 12.9%9.6%, for the thirdsecond quarter of 20172022 when compared to the secondfirst quarter of 2017.2022. The increase was primarily due to a $1.3 million, or 12.7%, increase in interest income and fees on loans. This increase was due to a $81.5 million, or 8.6% increaseresult of growth in the average balance in loans of loans due to the full quarter impact of the loans acquired from NWBI. The average yield on loans increased 12 bps, which increased from 4.42% to 4.54%$81.4 million, or 3.8%. In addition, interest and dividends on taxable investment securities increased $97 thousand, or 104%, during the third quarter of 2017 compared to the linked quarter, primarily the result of a $20.5 million, or 10.4% increase in the average balance of taxable investment securities. 

securities increased $15.2 million, or 2.9%, and the average yield increased 26bps, which provided $407 thousand of additional income.

Interest Expense

Interest expense increased $33$624 thousand, or 5.7%43.7%, when comparing the thirdsecond quarter of 20172022 to the thirdsecond quarter of 2016.2021. The increase in interest expense from the second quarter of 2021 was the result of increases in expenses on interest-bearing deposits of $455 thousand and both long-term advances from FHLB and subordinated debt for a combined $171 thousand all of which were significantly impacted by the acquisition of Severn in the 4th quarter of 2021.

Interest expense increased $158 thousand, or 8.3%, when comparing the second quarter of 2022 to the first quarter of 2022 primarily due to an increase in the average balance of totalinterest expense on deposits. The rates paid on interest-bearing deposits of $150.5 million, or 20.3%, primarily the result of the acquisition of interest-bearing deposits from NWBI amountingincreased slightly to $177.9 million29bps in the second quarter of 2017, which had a balance of $186.0 million at September 30, 2017. Despite2022 from 26 bps in the significant increase in average interest-bearing deposits, the rates paid on these deposits declined 4 bps. The average balance on noninterest-bearing deposits increased $75.4 million, or 30.8%, and the average balance on short-term borrowings decreased $4.8 million, or 67.9%, all of which resulted in a lower cost of funding for the thirdfirst quarter of 2017 when compared to the third quarter2022.

44

Table of 2016.

Interest expense increased $62 thousand, or 11.3%, when comparing the third quarter of 2017 to the second quarter of 2017.  The increase in interest expense was due to an increase in the average balance of total interest-bearing deposits of $98.4 million, or 12.4%, primarily the result of a full quarter impact of the deposits acquired from NWBI, while the average rate paid on interest-bearing deposits remained unchanged. Interest expense on short-term borrowings declined $7 thousand, or 63.6% which contributed to a 1bp decline in the overall cost of funds when comparing the third quarter 2017 to the second quarter 2017.


The following table presentstables present the distribution of the average consolidated balance sheets, interest income/expense, and annualized yields earned and rates paid for the three months ended SeptemberJune 30, 20172022 and 2016.2021.

For Three Months Ended

For Three Months Ended

June 30, 2022

June 30, 2021

    

Average

    

Income(1)/

    

Yield/

    

Average

    

Income(1)/

    

Yield/

 

(Dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Earning assets

 

  

 

  

 

  

 

  

 

  

 

  

 

Loans (2), (3)

$

2,217,139

$

23,490

 

4.25

%  

$

1,444,684

$

14,419

 

4.00

%  

Investment securities:

 

  

 

  

 

  

 

 

  

 

  

Taxable

 

546,252

 

2,392

 

1.75

 

286,121

 

1,095

 

1.53

Interest-bearing deposits

 

426,535

 

826

 

0.78

 

218,704

 

55

 

0.10

Total earning assets

 

3,189,926

 

26,708

 

3.36

%  

 

1,949,509

 

15,569

 

3.20

%  

Cash and due from banks

 

26,162

 

  

 

  

 

16,908

 

  

 

  

Other assets

 

218,353

 

  

 

  

 

109,457

 

  

 

  

Allowance for credit losses

 

(15,273)

 

  

 

  

 

(14,660)

 

  

 

  

Total assets

$

3,419,168

 

  

 

  

$

2,061,214

 

  

 

  

Interest-bearing liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

$

644,881

 

354

 

0.22

%  

$

405,473

 

132

 

0.13

%  

Money market and savings deposits

 

1,019,295

 

522

 

0.21

 

605,202

 

251

 

0.17

Certificates of deposit $100,000 or more

 

234,325

 

337

 

0.58

 

135,376

 

350

 

1.04

Other time deposits

 

221,714

 

298

 

0.54

 

143,821

 

323

 

0.90

Interest-bearing deposits

 

2,120,215

 

1,511

 

0.29

 

1,289,872

 

1,056

 

0.33

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

 

 

 

 

3,123

 

2

 

0.26

Advances from FHLB - long-term

10,075

15

0.60

 

 

Subordinated debt

 

42,876

 

527

 

4.93

 

24,474

 

370

 

6.06

Total interest-bearing liabilities

 

2,173,166

 

2,053

 

0.38

%  

 

1,317,469

1,428

 

0.43

%  

Noninterest-bearing deposits

 

872,883

 

  

 

  

 

532,276

 

  

 

  

Other liabilities

 

19,927

 

  

 

  

 

13,937

 

  

 

  

Stockholders’ equity

 

353,192

 

  

 

  

 

197,532

 

  

 

  

Total liabilities and stockholders’ equity

$

3,419,168

 

  

 

  

$

2,061,214

 

  

 

  

Net interest spread

 

  

$

24,655

 

2.98

%  

 

  

$

14,141

 

2.77

%  

Net interest margin

 

  

 

  

 

3.10

%  

 

  

 

  

 

2.91

%  

Tax-equivalent adjustment

Loans

$

38

$

38

Total

$

38

$

38

(1) All amounts are reported on a tax-equivalent basis computed using the statutory federal income tax rate of 21.0%,

exclusive of nondeductible interest expense.

(2)Average loan balances include nonaccrual loans.
(3)Interest income on loans includes accreted loan fees, net of costs and accretion of discounts on acquired loans, which are included in the yield calculations.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For Three Months Ended

 

For Three Months Ended



 

September 30, 2017

 

September 30, 2016



 

Average

 

Income(1)/

 

Yield/

 

Average

 

Income(1)/

 

Yield/

(Dollars in thousands)

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (2), (3)

 

$

1,034,553 

 

$

11,830 

 

4.54 

%

 

$

836,955 

 

$

9,469 

 

4.50 

%

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

218,675 

 

 

1,035 

 

1.89 

 

 

 

190,265 

 

 

754 

 

1.59 

 

Tax-exempt

 

 

 -

 

 

 -

 

 -

 

 

 

210 

 

 

 

5.30 

 

Federal funds sold

 

 

 -

 

 

 -

 

 -

 

 

 

511 

 

 

 

0.37 

 

Interest-bearing deposits

 

 

42,204 

 

 

131 

 

1.23 

 

 

 

64,164 

 

 

81 

 

0.50 

 

Total earning assets

 

 

1,295,432 

 

 

12,996 

 

3.98 

%

 

 

1,092,105 

 

 

10,308 

 

3.75 

%

Cash and due from banks

 

 

16,232 

 

 

 

 

 

 

 

 

15,678 

 

 

 

 

 

 

Other assets

 

 

75,611 

 

 

 

 

 

 

 

 

52,836 

 

 

 

 

 

 

Allowance for credit losses

 

 

(9,300)

 

 

 

 

 

 

 

 

(8,310)

 

 

 

 

 

 

Total assets

 

$

1,377,975 

 

 

 

 

 

 

 

$

1,152,309 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

224,180 

 

 

132 

 

0.23 

%

 

$

199,116 

 

 

58 

 

0.12 

%

Money market and savings deposits

 

 

378,711 

 

 

113 

 

0.12 

 

 

 

268,183 

 

 

86 

 

0.13 

 

Certificates of deposit $100,000 or more

 

 

123,538 

 

 

154 

 

0.50 

 

 

 

125,265 

 

 

192 

 

0.61 

 

Other time deposits

 

 

164,459 

 

 

208 

 

0.50 

 

 

 

147,780 

 

 

238 

 

0.64 

 

Interest-bearing deposits

 

 

890,888 

 

 

607 

 

0.27 

 

 

 

740,344 

 

 

574 

 

0.31 

 

Short-term borrowings

 

 

2,274 

 

 

 

0.62 

 

 

 

7,075 

 

 

 

0.25 

 

Total interest-bearing liabilities

 

 

893,162 

 

 

611 

 

0.27 

%

 

 

747,419 

 

 

578 

 

0.31 

%

Noninterest-bearing deposits

 

 

320,006 

 

 

 

 

 

 

 

 

244,596 

 

 

 

 

 

 

Other liabilities

 

 

5,256 

 

 

 

 

 

 

 

 

6,309 

 

 

 

 

 

 

Stockholders' equity

 

 

159,551 

 

 

 

 

 

 

 

 

153,985 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

1,377,975 

 

 

 

 

 

 

 

$

1,152,309 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest spread

 

 

 

 

$

12,385 

 

3.71 

%

 

 

 

 

$

9,730 

 

3.44 

%

Net interest margin

 

 

 

 

 

 

 

3.79 

%

 

 

 

 

 

 

 

3.54 

%



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax-equivalent adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

 

$

59 

 

 

 

 

 

 

 

$

72 

 

 

 

Investment securities

 

 

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

$

59 

 

 

 

 

 

 

 

$

73 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) All amounts are reported on a tax-equivalent basis computed using the statutory federal income tax rate of 35.0%, exclusive of the alternative minimum tax rate and

nondeductible interest expense.

(2) Average loan balances include nonaccrual loans.

(3) Interest income on loans includes amortized loan fees, net of costs, and all are included in the yield calculations.

Net Interest Income

Tax-equivalent net interest income increased $4.9$19.1 million, or 17.3%68.4%, during the ninesix months ended SeptemberJune 30, 20172022 compared to the ninesix months ended SeptemberJune 30, 2016.2021. The increase inhigher net interest income was primarily due to an increase in interest income of $4.7$20.1 million, or 15.6%65.0%, specifically increased interest and a decreasefees on loans of $16.8 million, or 58.3%, primarily due to an increase in the average loan balance of $740.5 million, or 51.1%, coupled with accretion income from acquired loans of $1.5 million for the six months of 2022.  Taxable investment securities and interest on deposits with other banks increased $2.4 million and $978 thousand, respectively. The increase in interest expense was the result of $189an increase in the average balance on interest bearing deposits of $860.6 million, or 68.1%, despite the rates paid on the deposits declining 9bps.  Interest on long term borrowings increased by $346 thousand or 10.1%. These positive variances,due to the acquisition of long-term advances from the FHLB and junior subordinated debt acquired as part of the Severn acquisition.  This resulted in an improveda net interest margin of 3.75%2.94% for the ninesix months ended SeptemberJune 30, 20172022 compared to 3.54%2.96% for the ninesix months ended SeptemberJune 30, 2016.2021.

Interest Income

45

On a tax-equivalent basis, interest income increased $4.7$20.1 million, or 15.6%65.0%, for the ninesix months ended SeptemberJune 30, 20172022 when compared to the ninesix months ended SeptemberJune 30, 2016.2021. The increase was primarily due to a $4.3higher interest and fees on loans of $16.8 million, or 15.7%58.3%, and taxable investment securities of $2.4 million, or 116.1%. The increase in interest income and fees on loans. This increaseloans was due to a $144.9 million, or 17.9% increase in thehigher average balance of loans resulting fromof $740.5 million, or 51.1%, primarily due to the purchaseacquisition of $122.9 million

40


in loans from NWBISevern in the second4th quarter of 2017 and organic loan growth of $59.2 million.2021. The average yield on loans declined 8 bps, which decreased from 4.54% to 4.46%. In addition,increase in interest and dividends on taxable investment securities was due to a higher average balance in these securities of $281.5 million, or 109.5%.

Interest Expense

Interest expense increased $350$974 thousand, or 14.3%,

during the first nine months of 2017 compared to the same period last year, primarily the result of higher average yields on taxable investment securities of 27bps.

Interest Expense

Interest expense decreased $189 thousand, or 10.1%32.8%, when comparing the ninesix months ended SeptemberJune 30, 20172022 to the ninesix months ended SeptemberJune 30, 2016.2021. The decreaseincrease in interest expense was due to decreasesthe result of an increase in the average rate paid on interest-bearing deposits of 6bps and the average balance in short-term borrowings of $2.4$860.6 million, or 37.3%. The average balance of total interest-bearing deposits68.1%, despite the rates paid on these accounts declining 9bps. Interest on long-term borrowings increased $68.7 million, or 9.3% when comparing the first nine months of 2017by $346 thousand due to the first nine months of 2016, primarily the result of the acquisition of deposits from NWBIlong-term advances with the FHLB and junior subordinated debt acquired as part of $212.5 million in the second quarterSevern acquisition.

46

The following table presentstables present the distribution of the average consolidated balance sheets, interest income/expense, and annualized yields earned and rates paid for the ninesix months ended SeptemberJune 30, 20172022 and 2016.2021.

For Six Months Ended

For Six Months Ended

June 30, 2022

June 30, 2021

    

Average

    

Income(1)/

    

Yield/

    

Average

    

Income(1)/

    

Yield/

 

(Dollars in thousands)

Balance

Expense

Rate

Balance

Expense

Rate

Earning assets

 

  

 

  

 

  

 

  

 

  

 

  

 

Loans (2), (3)

$

2,188,236

$

45,614

 

4.20

%  

$

1,447,767

$

28,821

 

4.01

%  

Investment securities:

 

  

 

  

 

  

 

  

 

  

 

  

Taxable

 

538,676

 

4,377

 

1.64

 

257,130

 

2,025

 

1.59

Interest-bearing deposits

 

506,224

 

1,080

 

0.43

 

204,048

 

102

 

0.10

Total earning assets

 

3,233,136

 

51,071

 

3.19

%  

 

1,908,945

 

30,948

 

3.27

%  

Cash and due from banks

 

5,569

 

  

 

  

 

18,070

 

  

 

  

Other assets

 

224,219

 

  

 

  

 

106,251

 

  

 

  

Allowance for credit losses

 

(14,759)

 

  

 

  

 

(14,448)

 

  

 

  

Total assets

$

3,448,165

 

  

 

  

$

2,018,818

 

  

 

  

Interest-bearing liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Demand deposits

$

617,461

 

582

 

0.19

%  

$

421,816

 

288

 

0.14

%  

Money market and savings deposits

 

1,048,634

 

1,120

 

0.22

 

565,341

 

481

 

0.17

Certificates of deposit $100,000 or more

 

260,312

 

623

 

0.48

 

133,073

 

756

 

1.14

Other time deposits

 

198,828

 

544

 

0.55

 

144,367

 

715

 

1.00

Interest-bearing deposits

 

2,125,235

 

2,869

 

0.27

 

1,264,597

 

2,240

 

0.36

Securities sold under retail repurchase agreements and federal funds purchased

 

1,377

 

2

 

0.29

 

2,683

 

3

 

0.23

Advances from FHLB - long-term

10,096

 

29

 

0.58

 

 

 

Subordinated debt

 

42,840

 

1,046

 

4.92

 

24,459

 

729

 

6.01

Total interest-bearing liabilities

 

2,179,548

 

3,946

 

0.37

%  

 

1,291,739

 

2,972

 

0.46

%  

Noninterest-bearing deposits

 

893,282

 

  

 

  

 

518,030

 

  

 

  

Other liabilities

 

22,233

 

  

 

  

 

12,383

 

  

 

  

Stockholders’ equity

 

353,102

 

  

 

  

 

196,666

 

  

 

  

Total liabilities and stockholders’ equity

$

3,448,165

 

  

 

  

$

2,018,818

 

  

 

  

Net interest spread

 

  

$

47,125

 

2.82

%  

 

  

$

27,976

 

2.81

%  

Net interest margin

 

  

 

  

 

2.94

%  

 

  

 

  

 

2.96

%  

Tax-equivalent adjustment

Loans

$

77

$

74

Total

$

77

$

74

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



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For Nine Months Ended

 

For Nine Months Ended



 

September 30, 2017

 

September 30, 2016



 

Average

 

Income(1)/

 

Yield/

 

Average

 

Income(1)/

 

Yield/

(Dollars in thousands)

 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (2), (3)

 

$

956,694 

 

$

31,941 

 

4.46 

%

 

$

811,747 

 

$

27,608 

 

4.54 

%

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

198,383 

 

 

2,799 

 

1.88 

 

 

 

203,016 

 

 

2,448 

 

1.61 

 

Tax-exempt

 

 

116 

 

 

 

5.41 

 

 

 

210 

 

 

 

5.30 

 

Federal funds sold

 

 

 -

 

 

 -

 

 -

 

 

 

2,347 

 

 

 

0.34 

 

Interest-bearing deposits

 

 

34,506 

 

 

269 

 

1.04 

 

 

 

55,837 

 

 

211 

 

0.50 

 

Total earning assets

 

 

1,189,699 

 

 

35,014 

 

3.93 

%

 

 

1,073,157 

 

 

30,281 

 

3.77 

%

Cash and due from banks

 

 

14,988 

 

 

 

 

 

 

 

 

15,554 

 

 

 

 

 

 

Other assets

 

 

61,537 

 

 

 

 

 

 

 

 

54,850 

 

 

 

 

 

 

Allowance for credit losses

 

 

(9,072)

 

 

 

 

 

 

 

 

(8,459)

 

 

 

 

 

 

Total assets

 

$

1,257,152 

 

 

 

 

 

 

 

$

1,135,102 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

$

206,033 

 

 

279 

 

0.18 

%

 

$

192,803 

 

 

173 

 

0.12 

%

Money market and savings deposits

 

 

325,660 

 

 

300 

 

0.12 

 

 

 

262,818 

 

 

258 

 

0.13 

 

Certificates of deposit $100,000 or more

 

 

121,508 

 

 

467 

 

0.51 

 

 

 

129,060 

 

 

647 

 

0.67 

 

Other time deposits

 

 

151,179 

 

 

610 

 

0.54 

 

 

 

151,032 

 

 

774 

 

0.68 

 

Interest-bearing deposits

 

 

804,380 

 

 

1,656 

 

0.28 

 

 

 

735,713 

 

 

1,852 

 

0.34 

 

Short-term borrowings

 

 

3,997 

 

 

18 

 

0.59 

 

 

 

6,372 

 

 

11 

 

0.24 

 

Total interest-bearing liabilities

 

 

808,377 

 

 

1,674 

 

0.28 

%

 

 

742,085 

 

 

1,863 

 

0.34 

%

Noninterest-bearing deposits

 

 

285,324 

 

 

 

 

 

 

 

 

235,448 

 

 

 

 

 

 

Other liabilities

 

 

5,109 

 

 

 

 

 

 

 

 

6,131 

 

 

 

 

 

 

Stockholders' equity

 

 

158,342 

 

 

 

 

 

 

 

 

151,438 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

1,257,152 

 

 

 

 

 

 

 

$

1,135,102 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest spread

 

 

 

 

$

33,340 

 

3.65 

%

 

 

 

 

$

28,418 

 

3.43 

%

Net interest margin

 

 

 

 

 

 

 

3.75 

%

 

 

 

 

 

 

 

3.54 

%



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax-equivalent adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

 

$

179 

 

 

 

 

 

 

 

$

132 

 

 

 

Investment securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

$

181 

 

 

 

 

 

 

 

$

134 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) All amounts are reported on a tax-equivalent basis computed using the statutory federal income tax rate of 35.0%, exclusive of the alternative minimum tax rate and

nondeductible interest expense.

(2) Average loan balances include nonaccrual loans.

(3) Interest income on loans includes amortized loan fees, net of costs, and all are included in the yield calculations.

41


Noninterest Income

Total noninterest income for the thirdsecond quarter of 20172022 increased $418 thousand,$2.9 million, or 10.4%100.9%, when compared to the third quarter of 2016.The increase from the third quarter of 2016 was due to higher service charges and fees on deposit accounts, higher trust and investment income, higher insurance agency commissions and a positive result on an insurance agency investment recorded in other income, partially offset by higher recognized gains on investment securities in the third quarter of 2016. Noninterest income increased $246 thousand, or 5.9% when compared to the second quarter of 2017 mainly due to2021. The increase from the second quarter of 2021 was across all noninterest income categories but was largely the result of the addition of Severn in the fourth quarter of 2021 which drove mortgage banking revenue of $1.1 million and Mid-Maryland Title Company revenue of $426 thousand, service charges on deposit accounts forof $755 thousand and interchange fees of $217 thousand. Noninterest income decreased $213 thousand, or 3.5%, when compared to the first quarter of 2022 primarily due to a full quarter ondecrease in revenue from the deposits acquiredmortgage division of $771 thousand, partially offset by increases in interchange fees of $215 thousand, and higher revenue from the branch purchase, higher insurance agency commissions and an increase on an insurance agency investment included in other noninterest income.Mid-Maryland Title Company of $103 thousand.

Total noninterest income for the ninesix months ended SeptemberJune 30, 20172022 increased $822 thousand,$6.4 million, or 6.5%117.6%, when compared to the same period in 2016.2021. The increase was in noninterest income primarily consisted of revenue associated with the mortgage division, service charges on deposit related fees, title company revenue and other noninterest income.  The increases in

47

other noninterest income were primarily due to increases in insurance agency commissions of $185 thousandrental income and other noninterestloan fee income as a result of $538 thousand which included higher fees on bank services of $241 thousand and positive earnings from an insurance investment of $274 thousand. the  Severn acquisition.

Noninterest Expense

Total noninterest expense for the thirdsecond quarter of 20172022, excluding merger-related expenses, increased $1.5$9.4 million, or 16.3%, when compared to the third quarter of 2016. The increase in noninterest expenses for the third quarter of 2017 compared to the third quarter of 2016 was primarily due to operating three additional branches, acquisition costs and increases in employee benefits due to the higher insurance premiums paid for group insurance and higher salaries and wages due to pay increases implemented in the first quarter of 2017. Total noninterest expenses increased $521 thousand, or 5.1%89.1%, when compared to the second quarter of 2017.2021 and increased $251 thousand, or 1.2%, when compared to the first quarter of 2022. The increase in noninterest expense when compared to the second quarter of 2021 was primarily due to a full quarter of operating three additional branches acquired in the second quarter of 2017. The branch purchase resulted in increases in salarysalaries and wages, employee related benefits, and FDIC insurance premiumoccupancy expense, which were partially offset by lowerdata processing, amortization of intangible assets and legal and professional fees, which were elevatedall significantly impacted by adding Severn branches and its operations. The increase in noninterest expense when compared to the secondfirst quarter of 2022 was primarily due to the acquisition.increases in fee and loan servicing expenses as well as derivatives expense.

Total noninterest expense for the ninesix months ended SeptemberJune 30, 20172022, excluding merger-related expenses, increased $2.6$18.5 million, or 9.5%87.9%, when compared to the same period in 2016.2021. The increase was primarily a result of higher salaries, employee benefits, occupancy expense, other intangibles, data processing costs, other noninterest expenses, and FDIC insurance premiums due to the branch purchasesignificant increases in the second quarter of 2017 which resulted in acquisition costs of $977 thousandnew and existing customers and the costacquisition of operating those branches for four months. In addition, higher salaries/wages and employee benefits resulted in increased non-interest expenses which were partially offset by a decrease in FDIC insurance premiums.Severn.  

Provision for Credit Losses

The provision for credit losses was $345 thousand for the third quarter of 2017, $605 thousand for the third quarter of 2016 and $974$200 thousand for the second quarter of 2017.2022, $650 thousand for the second quarter of 2021 and $600 thousand for the first quarter of 2022. The lower level ofdecrease in the provision for credit losses when comparing the third quarter of 2017 to both the third quarter of 2016 andduring the second quarter of 2017 2022 as compared to the prior quarters was driven byprimarily attributable to significant net recoveries. The ratio of the allowance for credit losses to period-end loans was 0.68% at June 30, 2022, 0.67% at March 31, 2022 and 1.02% at June 30, 2021. Excluding PPP loans and acquired loans, the ratio of the allowance for credit losses to period-end loans was 0.89% at June 30, 2022, slightly lower charge-offsthan the 0.92% at March 31, 2022 and lower than the 1.12% at June 30, 2021. The decline in the percentage of the allowance from the second quarter of 2021 was primarily the result of improved credit quality.quality, including lower historical loss experience as well as lower pandemic related qualitative reserves. The Company reported net recoveries in the second quarter of 2022 of $573 thousand, compared to net recoveries of $125 thousand for the second quarter of 2021 and net recoveries of $166 thousand for the first quarter of 2022.Management continually evaluates the adequacy of the allowance for credit losses as changes in the environment and within the portfolio become known.

The provision for credit losses for the ninesix months ended SeptemberJune 30, 20172022 and 20162021 was $1.7 million$800 thousand and $1.4$1.1 million, respectively, while net charge-offsrecoveries were $1.2 million$739 thousand and $1.1 million,$125 thousand, respectively. The increasedecrease in provision for credit losses primarily occurredwas the result of significant recoveries in the second quarterfirst six months of 2017 due2022 and overall improved credit quality. The ratio of allowance to total loans increased from 0.66% at December 31, 2021, to 0.68% at June 30, 2022. Excluding PPP and acquired loans, the partial charge-offratio of a negotiated restructured commercial loan.the allowance for credit losses to period-end loans was 0.89% at June 30, 2022, lower than the 0.93% at December 31, 2021. The primary drivers for the decrease in the percentage of allowance for credit losses to total loans were significant originations within the construction and consumer loan portfolios and the acquisition of Severn. The ratio of annualized net charge-offsrecoveries to average loans was 0.16%0.07% for the first nine monthshalf of September 30, 2017 and 0.19%2022, compared to annualized net recoveries to average loans of 0.03% for the same period in 2016.first half of 2021. Management will continue to evaluate the adequacy of the allowance for credit losses as more economic data becomes available and as changes within the Company’s portfolio are known.

Income Taxes

For the third quarter of 2017 and 2016, the

The Company reported income tax expense of $2.3$2.7 million andfor the second quarter of 2022, $1.4 million respectively, whilefor the second quarter of 2021 and $1.9 million for the first quarter of 2022. Income tax expense increased when compared to both the second quarter of 2021 and first quarter of 2022 due to higher pre-tax earnings. The effective tax rate for the second quarter of 2022 was 26.2%, 25.6% for the first quarter of 2022, and 26.4% for the second quarter of 2021.  Income tax expense was $4.6 million for the six months ended June 30, 2022, and $2.9 million for the six months ended June 30, 2021. The effective tax rate was 40.0% and 37.3%, respectively. The increase in tax rates25.9% for the third quarter of 2017 when compared to the same period in 2016 was due to higher pretax income. Income taxessix months ended June 30,2022, and 26.4% for the ninesix months ended SeptemberJune 30, 2017 increased $1.3 million, or 29.9%, when compared to the same period in 2016. The increase was primarily due higher taxable income2021.

48

ANALYSIS OF FINANCIAL CONDITION

Loans Held for Sale

We originate residential mortgage loans for sale on the secondary market, which we have elected to carry at fair value. At June 30, 2022 and December 31, 2021, the fair value of loans held for sale amounted to $7.3 million and $37.7 million, respectively.

When we sell mortgage loans we make certain representations to the purchaser related to loan ownership, loan compliance and legality, and accurate documentation, among other things. If a loan is found to be out of compliance with any of the representations subsequent to the date of purchase, we may be required to repurchase the loan or indemnify the purchaser.

Loans Held for Investment

The following tables represent the composition of the Company’s loan portfolio at June 30, 2022 and December 31, 2021.

June 30, 2022

Loans acquired from

(Dollars in thousands)

    

Legacy Loans

    

Severn acquisition

Total Loans

Construction

$

208,524

$

54,545

$

263,069

Residential real estate

 

541,625

 

153,796

 

695,421

Commercial real estate

 

752,379

 

200,711

 

953,090

Commercial

 

114,916

 

41,690

 

156,606

Consumer

 

193,864

 

790

 

194,654

Total loans excluding PPP loans

1,811,308

451,532

2,262,840

PPP loans

1,421

 

318

 

1,739

Total loans

$

1,812,729

$

451,850

$

2,264,579

Allowance for credit losses

 

(15,483)

Total loans, net

$

2,249,096

December 31, 2021

Loans acquired from

(Dollars in thousands)

    

Legacy Loans

    

Severn acquisition

Total Loans

Construction

$

145,151

$

94,202

$

239,353

Residential real estate

 

469,863

 

184,906

 

654,769

Commercial real estate

 

679,816

 

216,413

 

896,229

Commercial

 

128,485

 

47,332

 

175,817

Consumer

 

124,496

 

951

 

125,447

Total loans excluding PPP loans

1,547,811

543,804

2,091,615

PPP loans

18,371

 

9,189

 

27,560

Total loans

$

1,566,182

$

552,993

$

2,119,175

Allowance for credit losses

 

(13,944)

Total loans, net

$

2,105,231

The acquisition of Severn added $584.6 million in total loans as of October 31, 2021, of which $451.8 million in total loans remained outstanding as of June 30, 2022. Excluding these loans and legacy PPP loans, total legacy loans increased $263.5 million, or 17.0%, when compared to December 31, 2021. At June 30, 2022 and December 31, 2021, PPP loans accounted for $1.4 million and $18.4 million of total legacy loans, respectively. Most of our loans, excluding PPP loans, are secured by real estate and are classified as construction, residential or commercial real estate loans. The increase in legacy loans, excluding PPP loans, was comprised of increases in consumer loans of $69.4 million, or 55.7%, construction loans of $63.4 million, or 43.7%, commercial real estate loans of $72.6 million, or 10.7%, residential real estate loans of $71.8 million, or 15.3%, partially offset by a decrease in commercial loans of $13.6 million, or 10.6%, at June 30, 2022 compared to December 31, 2021. At June 30, 2022, the legacy loan portfolio, excluding PPP loans, was comprised of 41.5% commercial real estate, 29.9% residential real estate, 11.5% construction, 10.7% consumer and 6.3% commercial. That compares to 43.9%, 30.4%, 9.4%, 8.0% and 8.3, respectively, at December 31, 2021. Outstanding PPP loans totaled $1.0 billion$1.7 million at SeptemberJune 30, 20172022 and $871.5$27.6 million at December 31, 2016, an increase2021, a decrease of $175.5$25.8 million or 20.2%93.7%. The significant increase decrease

49

was primarily due to forgiveness on first and second round PPP loans acquired from NWBI of $122.9 million, which had a balance of $116.5 million at September 30, 2017. Excluding the loans acquired from NWBI, total loans increased $58.8 million, or 6.7%. The most significant categories which increased organically were construction of $18.8 million, residential real estate of $18.6 millionoriginated in 2020 and commercial of $18.6 million. Loans included deferred costs, net of deferred fees, of $632 thousand and discounts on acquired loans of $2.0 million at September 30, 2017. Loans included deferred costs, net of deferred fees, of $509 thousand at December 31, 2016.2021. We do not engage in foreign or subprime lending activities. See Note 4,5, “Loans and Allowance for Credit Losses”, in the Notes to Consolidated Financial Statements and below under the caption “Allowance for Credit Losses” for additional information.

Our loan portfolio has a commercial real estate loan concentration, which is generally defined as a combination of certain construction and commercial real estate loans. Construction loans were $106.6$263.1 million, or 10.2%11.6% of total loans, at SeptemberJune 30, 2017, higher than the $84.02022 and $239.4 million, or 9.6%11.3% of total loans, at December 31, 2016.2021. Commercial real estate loans were $454.6$953.1 million, or 43.4%42.1% of total loans, at SeptemberJune 30, 2017,2022, compared to $382.7$896.2 million, or 43.9%42.3% of total loans, at December 31, 2016.2021.

The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development, and other land acquisitions which represent

42


100% or more of an institution’s total risk-based capital; or (2) total non-owner occupied commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s non-owner occupied commercial real estate loan portfolio (including construction) has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios, and may be required to hold higher levels of capital. The Company, like many community banks, has a concentration in commercial real estate loans, and the Company has experienced significant growth in its commercial real estate portfolio in recent years. At SeptemberJune 30, 2017,2022, non-owner-occupied commercial real estate loans (including construction, land and land development loans) represented 269.9%292.2% of total risk basedrisk-based capital. At such time, construction, land and land development loans represented 79.4%80.4% of total risk basedrisk-based capital.

The commercial real estate portfolio (including construction) has increased 95.3%103.5% during the prior 36 months. Management has extensive experience in commercial real estate lending, and has implemented and continues to maintain heightened risk management procedures, andas well as strong underwriting criteria with respect to its commercial real estate portfolio. Monitoring practices include periodic stress testing analysis to evaluate changes to cash flows, owing to interest rate increases and declines in net operating income. We may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital andor be required to sell/participate portions of loans, which may adversely affect shareholder returns.

Allowance for Credit Losses

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

Net charge-offsThe allowance for credit losses was $15.5 million at June 30, 2022, $13.9 million at December 31, 2021 and $15.1 million at June 30, 2021. There were $182net recoveries of $573 thousand for the thirdsecond quarter of 2017 and $3492022, compared to net recoveries of $166 thousand for the thirdfirst quarter of 2016.2022 and net recoveries of $125 thousand for the second quarter of 2021. The ratio of annualized net recoveries to average loans was 0.10% for the second quarter of 2022, compared to annualized net recoveries of 0.03% for the first quarter of 2022 and annualized net recoveries of 0.03% for the second quarter of 2021. Management remains focused on its efforts to dispose of problem loans and to prudently charge-off nonperforming assetsloans to enable the Company to continue to improve its overall credit quality. The allowance for credit losses as a percentage of period-end loans was 0.89% as of September0.68% at June 30, 20172022 and 1.00% for both0.66% at December 31, 20162021. Excluding PPP loans and September 30, 2016. The decrease in suchacquired loans from Severn and Northwest, the ratio at September 30, 2017 was due toof the performing loans acquired in the NWBI transaction with no associated allowance since they were recorded at fair value. The allowance for credit losses as ato period-end loans was 0.89% at June 30, 2022, lower than the 0.93% at December 31, 2021. The decrease in the percentage of period-endthe allowance to total loans, excluding thePPP

50

loans and acquired loans, from NWBIat June 30, 2022 compared to December 31, 2021, was 1.00% at September 30, 2017.primarily the result of improved credit quality, including lower historical loss experience as well as lower pandemic related qualitative factors. Management currently believes that the provision for credit losses and the resulting allowance were adequate to provide for probable losses inherent in our loan portfolio at SeptemberJune 30, 2017.2022.

43


The following table presentstables present a summary of the activity in the allowance for credit losses at or for the three and ninesix months ended SeptemberJune 30, 20172022 and 2016.2021.

For the Three Months Ended

June 30, 2022

June 30, 2021

Percentage of net

Percentage of net

charge-offs (recoveries)

charge-offs (recoveries)

(annualized) to

(annualized) to

average loans

average loans

Net (charge-offs)

outstanding

Net (charge-offs)

outstanding

(Dollars in thousands)

    

Average balances

recoveries

    

during the year

Average balances

recoveries

    

during the year

Construction

$

253,742

$

4

(0.01)

%

$

116,760

$

5

(0.02)

%

Residential real estate

670,999

 

69

(0.04)

449,867

 

57

(0.05)

Commercial real estate

932,782

 

549

(0.24)

627,507

 

64

(0.04)

Commercial

164,944

 

(50)

0.12

186,162

 

(2)

-

Consumer

177,531

 

1

-

64,388

 

1

(0.01)

Total

$

2,199,998

$

573

(0.10)

%

$

1,444,684

$

125

(0.03)

%

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

 

0.68

%  

 

1.02

%  

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

0.89

%  

1.12

%  

Allowance for credit losses at period end as a percentage of average loans (3)

 

0.70

%  

 

1.04

%  

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

 

574.94

%  

 

382.27

%  

(1)At June 30, 2022 and June 30, 2021, these ratios included all loans held for investment, including PPP loans of $1.7 million and $86.8 million, respectively.
(2)At June 30, 2022 and June 30, 2021, these ratios exclude PPP loans, acquired loans and the associated purchase discount mark on the acquired loans from both Severn and Northwest.
(3)At June 30, 2022 and June 30, 2021, these ratios included all loans held for investment, including PPP loans of $7.6 million and $116.9 million, respectively.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

At or for Three Months

 

 

At or for Nine Months

 



 

Ended September 30,

 

 

Ended September 30,

 

(Dollars in thousands)

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Allowance balance - beginning of period

 

$

9,132 

 

 

$

8,358 

 

 

$

8,726 

 

 

$

8,316 

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 -

 

 

 

(9)

 

 

 

(54)

 

 

 

(263)

 

Residential real estate

 

 

(70)

 

 

 

(407)

 

 

 

(393)

 

 

 

(525)

 

Commercial real estate

 

 

(100)

 

 

 

 -

 

 

 

(100)

 

 

 

(503)

 

Commercial 

 

 

(99)

 

 

 

(139)

 

 

 

(870)

 

 

 

(264)

 

Consumer

 

 

(18)

 

 

 

(13)

 

 

 

(33)

 

 

 

(23)

 

Total

 

 

(287)

 

 

 

(568)

 

 

 

(1,450)

 

 

 

(1,578)

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

11 

 

 

 

 

 

 

27 

 

 

 

24 

 

Residential real estate

 

 

11 

 

 

 

121 

 

 

 

32 

 

 

 

188 

 

Commercial real estate

 

 

 

 

 

10 

 

 

 

27 

 

 

 

20 

 

Commercial 

 

 

67 

 

 

 

79 

 

 

 

167 

 

 

 

201 

 

Consumer

 

 

 

 

 

 

 

 

20 

 

 

 

13 

 

Totals

 

 

105 

 

 

 

219 

 

 

 

273 

 

 

 

446 

 

Net charge-offs

 

 

(182)

 

 

 

(349)

 

 

 

(1,177)

 

 

 

(1,132)

 

Provision for credit losses

 

 

345 

 

 

 

605 

 

 

 

1,746 

 

 

 

1,430 

 

Allowance balance - end of period

 

$

9,295 

 

 

$

8,614 

 

 

$

9,295 

 

 

$

8,614 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average loans outstanding during the period

 

$

1,034,553 

 

 

$

836,955 

 

 

$

956,694 

 

 

$

811,747 

 

Net charge-offs (annualized) as a percentage of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

average loans outstanding during the period

 

 

0.07% 

 

 

 

0.17% 

 

 

 

0.16% 

 

 

 

0.19% 

 

Allowance for credit losses at period end as a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

percentage of total period end loans

 

 

0.89% 

 

 

 

1.00% 

 

 

 

0.89% 

 

 

 

1.00% 

 

51

June 30, 2022

June 30, 2021

Percentage of net

Percentage of net

charge-offs (recoveries)

charge-offs (recoveries)

(annualized) to

(annualized) to

average loans

average loans

Net (charge-offs)

outstanding

Net (charge-offs)

outstanding

(Dollars in thousands)

    

Average balances

recoveries

    

during the year

Average balances

recoveries

    

during the year

Construction

$

253,156

$

7

(0.01)

%

$

116,366

$

10

(0.02)

%

Residential real estate

658,108

 

115

(0.04)

449,759

 

63

(0.03)

Commercial real estate

917,956

 

699

(0.15)

628,995

 

64

(0.02)

Commercial

169,525

 

(74)

0.09

202,543

 

(11)

0.01

Consumer

169,298

 

(8)

0.01

50,105

 

(1)

-

Total

$

2,168,043

$

739

(0.07)

%

$

1,447,767

$

125

(0.03)

%

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

 

0.68

%  

 

1.02

%  

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

0.89

%  

1.12

%  

Allowance for credit losses at period end as a percentage of average loans (3)

 

0.71

%  

 

1.04

%  

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

 

574.94

%  

 

382.27

%  

(1)At June 30, 2022 and June 30, 2021, these ratios included all loans held for investment, including PPP loans of $1.7 million and $86.8 million, respectively.
(2)At June 30, 2022 and June 30, 2021, these ratios exclude PPP loans, acquired loans and the associated purchase discount mark on the acquired loans from both Severn and Northwest.
(3)At June 30, 2022 and June 30, 2021, these ratios included all loans held for investment, including PPP loans of $13.0 million and $124.3 million, respectively.

Nonperforming Assets and Accruing TDRs

As shown in the following table, nonperforming assets decreased $3.4were $3.7 million to $8.1and $3.0 million at SeptemberJune 30, 2017 from $11.5 million at2022 and December 31, 2016,2021, respectively. The balance of nonperforming assets increased primarily due to decreasesan increase in nonaccrual loans of $2.7 million and other$689 thousand, or 34.4% primarily due to the acquisition of Severn. Accruing troubled debt restructurings (“TDRs”) decreased $773 thousand, or 13.6%, over the same time period.Other real estate owned of $668 thousand. Accruing TDRs increased $493properties decreased to $197 thousand to $13.5 million at SeptemberJune 30, 20172022 from $13.0 million$532 thousand at December 31, 2016. This increase was primarily due to a significant nonaccrual TDR being upgraded to an accruing TDR during the third quarter of 2017. 2021.The ratio of nonaccrual loans and accruing TDRs to total loans decreasedratio at June 30, 2022 was 0.34% compared to 0.60% at September 30, 2017 from 1.03%0.36% at December 31, 2016 which was primarily due to the acquired performing loans from NWBI. Excluding the acquired loans from NWBI the ratio of nonaccrual loans to total loans decreased to 0.68% at September 30, 2017.

2021.

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

44

52


The following table summarizes our nonperforming assets and accruing TDRs at SeptemberJune 30, 20172022 and December 31, 2016.2021.

(Dollars in thousands)

    

June 30, 2022

    

December 31, 2021

 

Nonperforming assets

 

  

 

  

 

 

Nonaccrual loans

$

2,693

$

2,004

Total loans 90 days or more past due and still accruing

 

803

 

508

Other real estate owned

 

197

 

532

Total nonperforming assets

$

3,693

$

3,044

Total accruing TDRs

$

4,894

$

5,667

As a percent of total loans:

 

  

 

  

Nonaccrual loans

 

0.12

%  

 

0.09

%  

Accruing TDRs

 

0.22

%  

 

0.27

%  

Nonaccrual loans and accruing TDRs

 

0.34

%  

 

0.36

%  

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

 

  

 

  

Nonperforming assets

 

0.16

%  

 

0.14

%  

Nonperforming assets and accruing TDRs

 

0.38

%  

 

0.41

%  

As a percent of total assets:

 

  

 

  

Nonaccrual loans

 

0.08

%  

 

0.06

%  

Nonperforming assets

 

0.11

%  

 

0.09

%  

Accruing TDRs

 

0.14

%  

 

0.16

%  

Nonperforming assets and accruing TDRs

 

0.25

%  

 

0.25

%  



 

 

 

 

 

 

 

 

(Dollars in thousands)

 

September 30, 2017

 

December 31, 2016

Nonperforming assets

 

 

 

 

 

 

 

 

Nonaccrual loans

 

 

 

 

 

 

 

 

Construction

 

$

2,953 

 

 

$

3,818 

 

Residential real estate

 

 

2,565 

 

 

 

3,903 

 

Commercial real estate

 

 

430 

 

 

 

1,152 

 

Commercial 

 

 

341 

 

 

 

 -

 

Consumer

 

 

 -

 

 

 

99 

 

Total nonaccrual loans

 

 

6,289 

 

 

 

8,972 

 

Loans 90 days or more past due and still accruing

 

 

 

 

 

 

 

 

Construction

 

 

 -

 

 

 

 -

 

Residential real estate

 

 

 

 

 

 -

 

Commercial real estate

 

 

 -

 

 

 

 -

 

Commercial

 

 

 -

 

 

 

10 

 

Consumer

 

 

 -

 

 

 

10 

 

Total loans 90 days or more past due and still accruing

 

 

 

 

 

20 

 

Other real estate owned

 

 

1,809 

 

 

 

2,477 

 

Total nonperforming assets

 

$

8,103 

 

 

$

11,469 

 



 

 

 

 

 

 

 

 

Accruing TDRs

 

 

 

 

 

 

 

 

Construction

 

$

4,033 

 

 

$

4,189 

 

Residential real estate

 

 

4,625 

 

 

 

3,875 

 

Commercial real estate

 

 

4,835 

 

 

 

4,936 

 

Commercial 

 

 

 -

 

 

 

 -

 

Consumer

 

 

 -

 

 

 

 -

 

Total accruing TDRs

 

$

13,493 

 

 

$

13,000 

 



 

 

 

 

 

 

 

 

Total nonperforming assets and accruing TDRs

 

$

21,596 

 

 

$

24,469 

 



 

 

 

 

 

 

 

 

As a percent of total loans:

 

 

 

 

 

 

 

 

Nonaccrual loans

 

 

0.60 

%

 

 

1.03 

%

Accruing TDRs

 

 

1.29 

%

 

 

1.49 

%

Nonaccrual loans and accruing TDRs

 

 

1.89 

%

 

 

2.52 

%



 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Nonperforming assets

 

 

0.77 

%

 

 

1.31 

%

Nonperforming assets and accruing TDRs

 

 

2.06 

%

 

 

2.80 

%



 

 

 

 

 

 

 

 

As a percent of total assets:

 

 

 

 

 

 

 

 

Nonaccrual loans

 

 

0.46 

%

 

 

0.77 

%

Nonperforming assets

 

 

0.59 

%

 

 

0.99 

%

Accruing TDRs

 

 

0.98 

%

 

 

1.12 

%

Nonperforming assets and accruing TDRs

 

 

1.57 

%

 

 

2.11 

%

Investment Securities

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

Investment securities in the held to maturity category are stated at cost adjusted for amortization of premiums and accretion of discounts. We have the intent and current ability to hold such securities until maturity. At SeptemberJune 30, 2017 and December 31, 2016, 97%2022, 18.6% of the portfolio of debt securities was classified as available for sale and 3%81.4% was classified as held to maturity. With the exception of municipal securities, our general practice ismaturity, compared to classify all newly-purchased securities as available for sale.22.6% and 77.4% respectively, at December 31, 2021. See Note 3 - Investment Securities,4 – “Investment Securities”, in the Notes to Consolidated Financial Statements for additional details on the composition of our investment portfolio.

45


Investment securities including restricted stock totaled $219.6$564.8 million at SeptemberJune 30, 2017,2022, a $49.0$37.7 million, or 28.7%7.15%, increase since December 31, 2016.2021. The increase was primarily due to utilizing the net cash receivedpurchases of held to maturity securities of $78.5 million, purchases of restricted securities of $5.7 million and purchases of equity securities of $7 thousand partially offset by proceeds from the NWBI branch acquisitionmaturities and principal repayments of available for sale securities of $12.8 million and held to purchase available-for-sale securities.maturity securities of $23.6 million. At the end of September 2017, 75.3%June 30, 2022, 77.4% of the securities available for sale were mortgage-backed, and 24.4%20.6% were U.S. Government agencies and 2.0% were corporate bonds, compared to 78.7%79.2%, 19.1% and 20.9%1.7%, respectively, at year-end 2016.2021. At June 30, 2022, 73.8% of the securities held to maturity were mortgage-backed, 23.3% were U.S. Government agencies, 2.8% were subordinated debt instruments and less than 1% were community reinvestment bonds, compared to 74.8%, 21.4%, 3.6% and less than 1%, respectively, at year-end 2021. Our investments in mortgage-backed securities are issued or guaranteed by U.S. Government agencies or government-sponsored agencies. The decline in fair values on available for sale securities in the first quarter of 2022 was the result of the recent increases in interest rates and are not indicative of any credit concerns due to the Company holding high quality securities.

53

Deposits

Total deposits at SeptemberJune 30, 2017 were $1.22022 amounted to $3.01 billion, a $208.7decrease of $11.9 million, or 20.9%less than 1%, increase when compared to the level at December 31, 2016. 2021. The increase was primarily the result of the acquisition of three branches from NWBI which contributed $212.5 milliondecrease in total deposits which hadconsisted of a balance of $199.9 million at September 30, 2017. Excluding the deposits acquired from the branch purchase, the Company experienced increases in noninterest-bearing deposits of $50.6 million and interest-bearing checking deposits of $21.7 million, partially offset by declinesdecrease in money market and savings accounts of $79.7 million, $38.4 million in noninterest bearing deposits of $22.6and $11.9 million andin time deposits partially offset by an increase in interest bearing checking accounts of $40.8$118.1 million.

 

Short-Term Borrowings

Short-term borrowings at September 30, 2017 and December 31, 2016 were $1.5 million and $3.2 million, respectively. The decrease inCompany had no short-term borrowings was the resultas of utilizing cash received in the branch acquisitionJune 30, 2022, compared to reduce theseshort-term borrowings which tend to have higher rates than core deposits. Short-term borrowings generally consistconsisting of securities sold under agreements to repurchase whichof $4.1 million at December 31, 2021. Securities sold under agreements to repurchase are issued in conjunction with cash management services for commercial depositors,depositors. Other short-term borrowings may consist of overnight borrowingsborrowing from correspondent banks and short-termor advances from the Federal Home Loan Bank (the “FHLB”).FHLB. Short-term advances are defined as those with original maturities of one year or less. At SeptemberJune 30, 20172022 and December 31, 2016,2021, the Company had no outstanding short-term advances with the FHLB.

Long-Term Debt

The Company occasionally borrows from the FHLB to meet longer term liquidity needs, specifically to fund loan growth when liquidity from deposit growth is not sufficient. The acquisition of Severn added $10.1 million in long-term FHLB borrowings, included only repurchase agreements.which carried an interest rate of 2.19%, and a maturity date of October 2022. The balance of this debt was $10.1 million at both June 30, 2022 and December 31, 2021.

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

As a result of the Severn merger, the Company acquired Junior Subordinated Debt Securities due in 2035 (“2035 Debentures”) which had an outstanding principal balance of $20.6 million. The debt balance of $18.3 million at June 30, 2022 and $18.2 million at December 31, 2021  is presented net of a fair value adjustment of $2.3 million  and $2.4 million, respectively.

Liquidity and Capital Resources

We derive liquidity through increased customer deposits, maturities innon-reinvestment of the cash flow from the investment portfolio, loan repayments, borrowings and income from earning assets. As seen in the Consolidated Statements of Cash Flows in the Financial Statements, the net decrease in cash and cash equivalents was $32.0$180.6 million for the first ninesix months of 20172022 compared to an increase in cash of $1.3$50.3 million for the first ninesix months of 2016.2021. The decrease in cash and cash equivalents in 20172022 was mainly due to receiving excess cash from the NWBI branch transaction which was usedfunding net loan growth of $143.9 million and purchases of securities held to purchase available-for-sale securities and paydown short-term borrowings.

maturity of $78.5 million.  

To the extent that deposits are not adequate to fund customer loan demand, liquidity needs can be met in the short-term funds markets throughfund markets. The Bank has arrangements with other correspondent banks. The Bank hadbanks whereby it has $15 million available in federal funds lines of credit and a reverse repurchase agreement available on ato meet any short-term basis from correspondent banks at September 30, 2017 and December 31, 2016.needs which may not otherwise be funded by the Bank’s portfolio of readily marketable investments that can be converted to cash. The Bank is also a member of the FHLB, which provides another source of liquidity. Through the FHLB, the Bank had credit availabilitycollateral pledged of approximately $222.0$290.0 million and $205.1$363.7 million at SeptemberJune 30, 20172022 and December 31, 2016,2021, respectively. These lines of credit are paid for monthly on a fee basis of 0.425%. The Bank has pledged, under a blanket lien, all qualifying residential and commercial real estate loans under borrowing agreements with the FHLB. Management is not aware of any demands, commitments, events or uncertainties that are likely to materially affect our future ability to maintain liquidity at satisfactory levels.

Total stockholders’ equity increased $8.3$2.1 million, or less than 1%, to $162.6$352.8 million at SeptemberJune 30, 20172022 when compared to December 31, 20162021 primarily due to the current year’s earnings.retained earnings, partially offset by an increase in unrealized losses

54

of $6.7 million (net of tax) on available for sale securities and dividends paid which are recorded in accumulated other comprehensive income (loss).

The FRBBank and Company are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s financial statements. Under capital adequacy guidelines and the FDIC approvedregulatory framework for prompt corrective action, the  final rules implementing the Basel Committee on Banking Supervision's (“BCBS”)Bank must meet specific capital guidelines for U.S. banks. Under the final rules, minimum requirements increased for both the quantitythat involve quantitative measures of its assets, liabilities, and quality ofcertain off-balance sheet items as calculated under regulatory accounting practices. The capital heldamounts and classifications are also subject to qualitative judgments by the Company. The rules includedregulators about components, risk weightings, and other factors.

In July 2013, federal bank regulatory agencies issued a new common equity Tier 1final rule that revised their risk-based capital torequirements and the method for calculating risk-weighted assets minimum ratioto make them consistent with certain standards that were developed by Basel III and certain provisions of 4.5%, raise the minimum ratio of Tier 1 capitalDodd-Frank Act. The final rule currently applies to risk-weighted assets from 4.0% to 6.0%, require a minimum ratio of Total Capital to risk-weightedall depository institutions and bank holding companies and savings and loan holding companies with total consolidated assets of 8.0%,more than $3 billion. The Company had total consolidated assets of more than $3 billion as of December 31, 2021, due to the acquisition of Severn in the fourth quarter of 2021. As such, the Company was required to comply with the consolidated capital requirements for the first quarterly report date following the effective date of the business combination as its total assets exceeded $3 billion.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and require aCompany to maintain minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprisedratios of common equity Tier 1, Tier 1, and total capital was also established above the regulatory minimum capital requirements. This capital conservation buffer became effective as a percentage of January 1, 2016 at 0.625% of risk-weighted assets and will increase each subsequent year by an additional 0.625% until reaching its finaloff-balance sheet exposures, adjusted for risk weights ranging from 0% to 1,250%. The Bank and Company are also required to maintain capital at a minimum level of 2.5%based on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented underquarterly average assets, which is known as the final rules. The final rules also revise the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets.

The phase-in period for the final rules became effective for the Company on January 1, 2015, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of September 30, 2017, the Company's capital levels remained characterized as "well-capitalized" under the new rules.

46


leverage ratio.

The following tables present the applicable capital ratios for Shore Bancshares, Inc. and Shore United Bank as of SeptemberJune 30, 20172022 and December 31, 2016.2021.

    

Tier 1

    

Common Equity

    

Tier 1

    

Total

 

leverage

Tier 1

risk-based

risk-based

 

June 30, 2022

ratio

ratio

capital ratio

capital ratio

 

Shore Bancshares, Inc.

 

8.65

%  

12.22

%  

12.22

%  

14.70

%

Shore United Bank

9.45

%  

13.39

%  

13.39

%  

14.05

%

 

Tier 1

 

Common Equity

 

Tier 1

 

Total

 

leverage

 

Tier 1

 

risk-based

 

risk-based

December 31, 2021

 

ratio

 

ratio

 

capital ratio

 

capital ratio

Shore Bancshares, Inc.

 

9.43

%  

12.76

%  

12.76

%  

15.36

%

Shore United Bank

9.48

%  

13.90

%  

13.90

%  

14.55

%

During the first quarter of 2017, Shore Bancshares, Inc. contributed $10.5 million in capital to its bank subsidiary, Shore United Bank, in preparation for the branch acquisition in the second quarter of 2017. Of the $10.5 million contributed, $10.2 million consisted of mortgage-backed securities and $300 thousand consisted of cash.



 

 

 

 

 

 

 

 

 

 

 

 



 

Tier 1

 

 

Common Equity

 

 

Tier 1

 

 

Total

 



 

leverage

 

 

Tier 1

 

 

risk-based

 

 

risk-based

 

September 30, 2017

 

ratio

 

 

ratio

 

 

capital ratio

 

 

capital ratio

 

Company

 

9.72 

%

 

12.13 

%

 

12.13 

%

 

13.02 

%

Shore United Bank

 

9.31 

%

 

11.60 

%

 

11.60 

%

 

12.50 

%



 

 

 

 

 

 

 

 

 

 

 

 



 

Tier 1

 

 

Common Equity

 

 

Tier 1

 

 

Total

 



 

leverage

 

 

Tier 1

 

 

risk-based

 

 

risk-based

 

December 31, 2016

 

ratio

 

 

ratio

 

 

capital ratio

 

 

capital ratio

 

Company

 

12.31 

%

 

15.78 

%

 

15.78 

%

 

16.79 

%

Shore United Bank

 

10.88 

%

 

13.84 

%

 

13.84 

%

 

14.86 

%

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our primary market risk is interest rate fluctuation and management has procedures in place to evaluate and mitigate this risk. This risk and these procedures are discussed in Item 7 of Part II of the 20162021 Annual Report under the caption “Market Risk Management and Interest Sensitivity”. Management believesrecognizes that there have been no material changesrecent increases in ourinterest rates has had an impact on the Company’s market risks, therisk. The procedures used to evaluate and mitigate these risks orremain unchanged and we continue to monitor our actual and simulated sensitivity positions since December 31, 2016.2021.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that Shore Bancshares, Inc. files under the Securities Exchange Act of 1934, as amended (“Exchange Act”) with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to management, including Shore Bancshares, Inc.’s principal executive officer (“CEO”PEO”) and its principal accountingfinancial officer (“PAO”PFO”), as appropriate, to

55

allow for timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls and procedures as of SeptemberJune 30, 20172022 was carried out under the supervision and with the participation of management, including the CEOPEO and the PAO.PFO. Based on that evaluation, the Company’s management, including the CEOPEO and the PAO,PFO, has concluded that our disclosure controls and procedures are, in fact, effective at the reasonable assurance level at SeptemberJune 30, 2017.

2022.

There was no change in our internal control over financial reporting during the thirdsecond quarter of 20172022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

47


PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

The section titled Risk Factors in Part I, Item 1A of our 2021 Form 10-K includes a discussion of the many risks and uncertainties towe face, any one or more of which could have a material adverse effect on our business, results of operations, financial condition (including capital and operations are subject are discussedliquidity), or prospects or the value of or return on an investment in detail in Item 1A of Part I of the 2016 Annual Report.Company. Management does not believe that any material changes in our risk factors have occurred since they were last disclosed in our 20162021 Annual Report.

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

None.There were no unregistered sales of the Company’s common stock, par value $0.01 per share (“Common Stock”), during the year to date period ended June 30, 2022.

On July 6, 2022, the Company announced a new stock repurchase program. Under the new stock repurchase program, the Company is authorized to repurchase up to $5.0 million of the Company's Common Stock, representing approximately 1.4% of its issued and outstanding Common Stock based on the closing price of the Company’s Common Stock on July 5, 2022. The program may be limited or terminated at any time without prior notice. The program will expire on March 31, 2023.

The newly approved stock repurchase program follows the Company’s prior stock repurchase program, which was approved on November 24, 2020, and authorized the repurchase of up to $5.0 million of Common Stock. In connection with the prior stock repurchase program, which concluded in the fourth quarter of 2021, the Company purchased an aggregate of 310,004 shares of its Common Stock for aggregate cash consideration of $4.4 million.

Item 3. Defaults Upon Senior Securities

None

56

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

57

Item 6.E Exhibits.

xhibits.

Exhibit
Number

Description

3.1(i)

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

3.1(ii)

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

3.1(iii)

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

3.2

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

4.1

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

4.2

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

31.1

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

31.2

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

32

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

101

Inline Interactive Data File

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

104

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

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.

58

SIGNATURES

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: November  9, 2017August 15, 2022

 

By: 

/s/ Lloyd L. Beatty, Jr.

 

 

 

 

Lloyd L. Beatty, Jr.

 

 

 

 

President & Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

Date: November 9, 2017August 15, 2022

 

By:

/s/ Edward C. Allen

 

 

 

 

Edward C. Allen

 

 

 

 

SeniorExecutive Vice President & Chief Financial Officer

 

 

 

 

(Principal FinancialAccounting Officer)

 

48

59


EXHIBIT INDEX

Exhibit

Number

Description

10.1

Amended and Restated Employment Agreement, dated October 31, 2017, between Shore Bancshares, Inc. and Lloyd L. Beatty, Jr. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2017)

10.2

Employment Agreement, dated October 31, 2017, between Shore Bancshares, Inc. and Donna J. Stevens (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on November 1, 2017)

10.3

Employment Agreement, dated October 31, 2017, between Shore United Bank and Patrick M. Bilbrough (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on November 1, 2017)

10.4

Change in Control Agreement, dated October 31, 2017, between Shore United Bank and Edward C. Allen (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on November 1, 2017)

10.5

Change in Control Agreement, dated October 31, 2017, between The Avon-Dixon Agency, LLC and Richard C. Trippe (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on November 1, 2017)

31.1

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

31.2

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

32

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

101

Interactive Data File

101.INS

XBRL Instance Document (filed herewith)

101.SCH

XBRL Taxonomy Extension Schema (filed herewith)

101.CAL

XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF

XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB

XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE

XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

49