Shore Bancshares (SHBI) 10-Q/A 2009 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q/A

AMENDMENT NO. 2

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

For the Quarterly Period Ended March 31, 2009

OR

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

For the transition period from ________ to ________

Commission file number 0-22345

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-1974638
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
18 East Dover Street, Easton, Maryland	21601
(Address of Principal Executive Offices)	(Zip Code)

(410) 822-1400

Registrant’s Telephone Number, Including Area Code

N/A

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨ No ¨ (Not Applicable)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	£	Accelerated filer	R
Non-accelerated filer	£	Smaller reporting company	£
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  8,404,709 shares of common stock outstanding as of April 30, 2009.

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-Q/A amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, as amended by Amendment No. 1 on Form 10-Q/A, by (i) adding a new Note 11 to the March 31, 2009 consolidated financial statements presented therein to provide certain disclosures required by Statement of Financial Accounting Standards No. 154 in response to the July 7, 2009 restatement of such consolidated financial statements, and (ii) revising management’s conclusions in Item 4 of Part I with respect to the effectiveness of the registrant’s disclosure controls and procedures as of March 31, 2009.  Except as expressly provided herein, this Amendment No. 2 speaks as of the date of the original filing and the registrant has not updated the disclosures to speak as of a later date.  All information contained in this Amendment No. 2 is subject to updating and supplementing as provided in the registrant’s reports filed with the Securities and Exchange Commission subsequent to the date of the original filing of the Quarterly Report on Form 10-Q.  Pursuant to Exchange Act Rule 12b-15, new certifications are supplied as Exhibits 31.1, 31.2, and 32.

INDEX

	Page
Part I. Financial Information	2
Item 1.  Financial Statements	2
Consolidated Balance Sheets - March 31, 2009 (restated) (unaudited) and December 31, 2008	2
Consolidated Statements of Income – For the three months ended
March 31, 2009 (restated) and 2008 (unaudited)	3
Consolidated Statements of Changes in Stockholders’ Equity -
For the three months ended March 31, 2009 (restated) and 2008 (unaudited)	4
Consolidated Statements of Cash Flows –
For the three months ended March 31, 2009 (restated) and 2008 (unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4.  Controls and Procedures	21
Part II.  Other Information	22
Item 6.  Exhibits	22
Signatures	22
Exhibit Index	23

1

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

SHORE BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	March 31,			December 31,
	2009			2008
	(Restated)
	(Unaudited)
ASSETS
Cash and due from banks	$	17,765		$	16,803
Interest bearing deposits with other banks		6,838			481
Federal funds sold		24,496			10,010
Investment securities:
Available for sale, at fair value		70,137			79,204
Held-to-maturity, at amortized cost – fair value of $8,951 (2009) and $10,390 (2008)		8,816			10,252
Loans		908,118			888,528
Less:  allowance for credit losses		(10,709	)		(9,320	)
Loans, net		897,409			879,208
Insurance premiums receivable		1,332			1,348
Premises and equipment, net		13,941			13,855
Accrued interest receivable		4,672			4,606
Goodwill		15,954			15,954
Other intangible assets, net		5,792			5,921
Deferred income taxes		2,340			1,579
Other real estate owned		1,463			148
Other assets		4,979			5,272
TOTAL ASSETS	$	1,075,934		$	1,044,641
LIABILITIES
Deposits:
Noninterest bearing demand	$	108,017		$	102,584
Interest bearing demand		125,136			125,370
Money market and savings		157,086			150,958
Certificates of deposit $100,000 or more		245,553			235,235
Other time		237,297			231,224
Total deposits		873,089			845,371
Accrued interest payable		2,304			2,350
Short-term borrowings		31,057			52,969
Long-term debt		7,947			7,947
Other liabilities		8,756			8,619
TOTAL LIABILITIES		923,153			917,256
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 (liquidation preference of $1,000 per share); shares authorized - 25,000 (2009) and 0 (2008); shares issued and outstanding – 25,000 (2009) and 0 (2008); net of discount - $1,486 (2009) and $0 (2008)		23,514			-
Common stock, par value $.01; shares authorized – 35,000,000; shares issued and outstanding – 8,404,709 (2009) and 8,404,684 (2008)		84			84
Warrants		1,543			-
Additional paid in capital		29,790			29,768
Retained earnings		96,827			96,140
Accumulated other comprehensive income		1,023			1,393
TOTAL STOCKHOLDERS’ EQUITY		152,781			127,385
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,075,934		$	1,044,641

See accompanying notes to Consolidated Financial Statements.

2

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(Dollars in thousands, except per share amounts)

	For the Three Months Ended March 31,
	2009		2008
	(Restated)
INTEREST INCOME
Interest and fees on loans	$	13,617	$	14,560
Interest and dividends on investment securities:
Taxable		756		1,080
Tax-exempt		85		123
Interest on federal funds sold		7		122
Interest on deposits with other banks		1		38
Total interest income		14,466		15,923
INTEREST EXPENSE
Interest on deposits		4,285		5,343
Interest on short-term borrowings		49		366
Interest on long-term debt		74		184
Total interest expense		4,408		5,893
NET INTEREST INCOME		10,058		10,030
Provision for credit losses		1,935		462
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		8,123		9,568
NONINTEREST INCOME
Service charges on deposit accounts		809		871
Other service charges and fees		738		736
Investment securities gains		49		-
Insurance agency commissions		3,335		3,531
Other noninterest income		419		364
Total noninterest income		5,350		5,502
NONINTEREST EXPENSE
Salaries and wages		4,540		4,607
Employee benefits		1,380		1,377
Occupancy expense		549		499
Furniture and equipment expense		314		286
Data processing		438		470
Directors’ fees		168		165
Amortization of other intangible assets		129		129
Insurance agency commissions expense		550		611
FDIC insurance premium expense		244		14
Other noninterest expenses		1,571		1,433
Total noninterest expense		9,883		9,591
INCOME BEFORE INCOME TAXES		3,590		5,479
Income tax expense		1,377		2,107
NET INCOME	$	2,213	$	3,372
Preferred stock dividends and discount accretion		337		-
Net income available to common shareholders	$	1,876	$	3,372
Basic earnings per common share	$	0.22	$	0.40
Diluted earnings per common share	$	0.22	$	0.40
Dividends paid per common share	$	0.16	$	0.16

See accompanying notes to Consolidated Financial Statements.

3

SHORE BANCSHARES, INC.

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

For the Three Months Ended March 31, 2009 (Restated) and 2008

(Dollars in thousands, except per share amounts)

													Accumulated
								Additional					Other			Total
	Preferred			Common				Paid in		Retained			Comprehensive			Stockholders’
	Stock			Stock		Warrants		Capital		Earnings			Income (Loss)			Equity
Balances, January 1, 2009	$	-		$	84	$	-	$	29,768	$	96,140		$	1,393		$	127,385
Comprehensive income:
Net income		-			-		-		-		2,213			-			2,213
Unrealized losses on available-for-sale securities, net of taxes														(370	)		(370	)
Total comprehensive income																	1,843
Warrants issued		-			-		1,543		-		-			-			1,543
Preferred shares issued pursuant to TARP		25,000			-		-		-		-			-			25,000
Discount from issuance of preferred stock		(1,543	)		-		-		-		-			-			(1,543	)
Discount accretion		57			-		-		-		(57	)		-			-
Common shares issued for employee stock-based awards		-			-		-		1		-			-			1
Stock-based compensation expense		-			-		-		21		-			-			21
Preferred stock dividends ($5.00 per share)		-			-		-		-		(125	)		-			(125	)
Cash dividends paid ($0.16 per share)		-			-		-		-		(1,344	)		-			(1,344	)
Balances, March 31, 2009	$	23,514		$	84	$	1,543	$	29,790	$	96,827		$	1,023		$	152,781
Balances, January 1, 2008	$	-		$	84	$	-	$	29,539	$	90,365		$	247		$	120,235
Adjustment to initially apply EITF Issue 06-4		-			-		-		-		(318	)		-			(318	)
Comprehensive income:
Net income		-			-		-		-		3,372			-			3,372
Unrealized gains on available-for-sale securities, net of taxes		-			-		-		-		-			714			714
Total comprehensive income																	4,086
Shares issued for employee stock-based awards		-			-		-		16		-			-			16
Stock-based compensation expense		-			-		-		23		-			-			23
Cash dividends paid ($0.16 per share)		-			-		-		-		(1,343	)		-			(1,343	)
Balances, March 31, 2008	$	-		$	84	$	-	$	29,578	$	92,076		$	961		$	122,699

See accompanying notes to Consolidated Financial Statements.

4

SHORE BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	For the Three Months Ended March 31,
	2009			2008
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,213		$	3,372
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		426			433
Stock-based compensation expense		21			23
Discount accretion on debt securities		(46	)		(80	)
Provision for credit losses		1,935			462
Gain on sales of securities		(49	)		-
Loss on sale of other real estate owned		-			50
Net changes in:
Insurance premiums receivable		16			(771	)
Accrued interest receivable		(66	)		(40	)
Other assets		(219	)		(619	)
Accrued interest payable		(46	)		(214	)
Other liabilities		136			3,317
Net cash provided by operating activities		4,321			5,933
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and principal payments of securities available for sale		19,528			26,253
Proceeds from sales of investment securities available for sale		2,048			-
Purchases of securities available for sale		(13,075	)		(13,923	)
Proceeds from maturities and principal payments of securities held to maturity		1,434			690
Purchases of securities held to maturity		-			(802	)
Net increase in loans		(21,451	)		(32,458	)
Purchases of premises and equipment		(339	)		(73	)
Proceeds from sales of other real estate owned		-			264
Net cash used in investing activities		(11,855	)		(20,049	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand, money market and savings deposits		11,327			12,530
Net increase in certificates of deposit		16,392			30,492
Net decrease in short-term borrowings		(21,912	)		(4,982	)
Proceeds from issuance of long-term debt		-			3,000
Proceeds from issuance of preferred stock and warrants		25,000			-
Proceeds from issuance of common stock		1			16
Preferred stock dividends paid		(125	)		-
Common stock dividends paid		(1,344	)		(1,343	)
Net cash provided by financing activities		29,339			39,713
Net increase in cash and cash equivalents		21,805			25,597
Cash and cash equivalents at beginning of period		27,294			26,880
Cash and cash equivalents at end of period	$	49,099		$	52,477
Supplemental cash flows information:
Interest paid	$	4,454		$	6,107
Income taxes paid	$	19		$	125
Transfers from loans to other real estate owned	$	1,315		$	138

See accompanying notes to Consolidated Financial Statements.

5

Shore Bancshares, Inc.

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2009 and 2008

(Unaudited)

Note 1 - Basis of Presentation

The consolidated financial statements include the accounts of Shore Bancshares, Inc. (the “Company”) 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 March 31, 2009, the consolidated results of operations for the three months ended March 31, 2009 and 2008, changes in stockholders’ equity for the three months ended March 31, 2009 and 2008, and cash flows for the three months ended March 31, 2009 and 2008, have been included.  All such adjustments are of a normal recurring nature.  The amounts as of December 31, 2008 were derived from the 2008 audited financial statements.  The results of operations for the three months ended March 31, 2009 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Note 2 - Earnings Per Share

Basic earnings per common share are 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 are 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 stock-based awards.  The following table provides information relating to the calculation of earnings per common share:

	For the Three Months Ended
	March 31,
(In thousands, except per share data)	2009		2008
Net income available to common shareholders	$	1,876	$	3,372
Weighted average shares outstanding - Basic		8,405		8,391
Dilutive effect of stock-based awards		3		9
Weighted average shares outstanding - Diluted		8,408		8,400
Earnings per common share – Basic	$	0.22	$	0.40
Earnings per common share - Diluted	$	0.22	$	0.40

There were 157 thousand antidilutive weighted average warrants and two thousand antidilutive weighted average stock-based awards excluded from the diluted earnings per share calculation for the three months ended March 31, 2009.  There were no antidilutive weighted average common share equivalents excluded from the diluted earnings per share calculation for the three months ended March 31, 2008.

Note 3 - Significant Accounting Policy

Under the provisions of Statements of Financial Accounting Standards (“SFAS”) Nos. 114 and 118, "Accounting by Creditors for Impairment of a Loan," 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 contracted terms.  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.  Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote.  Interest payments received on such loans are applied as a reduction of the loan’s principal balance.  Interest income on other nonaccrual loans is recognized only to the extent of interest payments received.

6

Information with respect to impaired loans and the related valuation allowance is shown below:

	March 31,		December 31,		March 31,
(Dollars in thousands)	2009		2008		2008
Impaired loans with a valuation allowance	$	2,952	$	2,550	$	3,387
Impaired loans with no valuation allowance		6,701		5,565		51
Total impaired loans	$	9,653	$	8,115	$	3,438
Allowance for credit losses applicable to impaired loans	$	1,460	$	341	$	999
Allowance for credit losses applicable to other than impaired loans		9,249		8,979		6,927
Total allowance for credit losses	$	10,709	$	9,320	$	7,926
Average recorded investment in impaired loans	$	7,242	$	5,477	$	3,489

Gross interest income of $143 thousand for the first three months of 2009, $476 thousand for fiscal year 2008 and $68 thousand for the first three months of 2008 would have been recorded if nonaccrual loans had been current and performing in accordance with their original terms.  Interest actually recorded on such loans was $4 thousand for the first three months of 2009, $193 thousand for fiscal year 2008 and $1 thousand for the first three months of 2008.

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 upon historical loss ratios and are included in the allowance for credit losses.

Note 4 - Commitments

In the normal course of business, to meet the financial needs of its customers, the Company’s bank subsidiaries are parties to financial instruments with off-balance sheet risk.  These financial instruments include commitments to extend credit and standby letters of credit.  At March 31, 2009, total commitments to extend credit were approximately $207.5 million.  The comparable amount was $211.4 million at December 31, 2008.  Outstanding letters of credit were approximately $11.9 million at March 31, 2009 and $12.5 million at December 31, 2008.

Note 5 - Stock-Based Compensation

At March 31, 2009, the Company had three equity compensation plans:  (i) the Shore Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”); (ii) the Shore Bancshares, Inc. 2006 Stock and Incentive Compensation Plan (“2006 Equity Plan”); and (iii) the Shore Bancshares, Inc. 1998 Stock Option Plan (the “1998 Option Plan”).  The plans are described in detail in Note 13 to the audited financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.  The ability of the Company to grant options under the 1998 Option Plan terminated by its terms on March 3, 2008, but stock options granted under the 1998 Option Plan were outstanding at March 31, 2009.

Stock-based awards granted to date are generally time-based, vesting on each anniversary of the grant date over a three to five year period of time and, in the case of stock options, expiring 10 years from the grant date.  ESPP awards allow employees to purchase shares of the Company’s common stock at 85% of the fair market value on the date of grant.  ESPP grants are 100% vested at date of grant and have a 27-month term.

During the three months ended March 31, 2009 and 2008, the Company recognized pre-tax stock-based compensation expense of $21 thousand and $23 thousand, respectively.  Stock-based compensation expense is recognized ratably over the requisite service period for all awards and is based on the grant-date fair value.  Unrecognized stock-based compensation expense related to nonvested share-based compensation arrangements was $278 thousand as of March 31, 2009.  The weighted-average period over which this unrecognized expense was expected to be recognized was 3.3 years.

The Company estimates the fair value of stock options using the Black-Scholes valuation model with weighted average assumptions for dividend yield, expected volatility, risk-free interest rate and expected lives (in years).  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 life of the options represents the period of time that the Company expects the awards to be outstanding based on historical experience with similar awards.  Stock-based compensation expense recognized in the consolidated statements of income for the three months ended March 31, 2009 and 2008 reflected forfeitures as they occurred.

7

No options were granted during the first three months of 2009 and 2008.

The following table summarizes stock option activity for the Company under all plans for the three months ended March 31, 2009:

				Weighted		Aggregate
	Number			Average		Intrinsic
	of Shares			Exercise Price		Value
Outstanding at beginning of year		18,550		$	15.52
Granted		-			-
Exercised		(25	)		21.33
Expired/Cancelled		(4,975	)		21.33
Outstanding at end of period		13,550			13.37	$	45,807
Exercisable at end of period		13,550		$	13.37	$	45,807

The following summarizes information about stock options outstanding at March 31, 2009:

				Options Outstanding and Exercisable
						Weighted Average
Options Outstanding						Remaining
Exercise Price		Number		Number		Contract Life (in years)
$	14.00		3,255		3,255		1.0
13.17			10,295		10,295		3.2
			13,550		13,550

The total intrinsic value of stock options exercised during the three months ended March 31, 2009 was less than $1 thousand. The comparable amount for the three months ended March 31, 2008 was approximately $9 thousand.  Cash received upon exercise of options during the first three months of 2009 and 2008 was approximately $1 thousand and $16 thousand, respectively.

The following table summarizes restricted stock award activity for the Company under the 2006 Equity Plan for the three months ended March 31, 2009:

	Number			Weighted Average Grant
	of Shares			Date Fair Value
Nonvested at January 1, 2009		16,859		$	22.55
Granted		-			-
Vested		(2,939	)		21.93
Cancelled		-			-
Nonvested at March 31, 2009		13,920		$	22.68

Note 6 - Segment Reporting

The Company operates two primary business segments:  Community Banking and Insurance Products and Services.  Through the Community Banking business, the Company provides services to consumers and small businesses on the Eastern Shore of Maryland and Delaware through its 18-branch network.  Community banking activities include small business services, retail brokerage, 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 provides a full range of insurance products and services to businesses and consumers 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 needs of individual businesses.

8

Selected financial information by line of business for the first three months of 2009 and 2008 is included in the following table:

	Community			Insurance Products			Parent
(Dollars in thousands)	Banking			and Services			Company			Total
2009
Interest income	$	14,451		$	15		$	-		$	14,466
Interest expense		(4,388	)		-			(20	)		(4,408	)
Provision for credit losses		(1,935	)		-			-			(1,935	)
Noninterest income		1,856			3,494			-			5,350
Noninterest expense		(5,539	)		(2,786	)		(1,558	)		(9,883	)
Net intersegment income (expense)		(1,446	)		(113	)		1,559			-
Income before taxes		2,999			610			(19	)		3,590
Income tax (expense) benefit		(1,155	)		(229	)		7			(1,377	)
Net income	$	1,844		$	381		$	(12	)	$	2,213
Total assets	$	1,052,860		$	19,723		$	3,351		$	1,075,934
2008
Interest income	$	15,906		$	17		$	-		$	15,923
Interest expense		(5,859	)		-			(34	)		(5,893	)
Provision for credit losses		(462	)		-			-			(462	)
Noninterest income		1,802			3,700			-			5,502
Noninterest expense		(5,141	)		(3,044	)		(1,406	)		(9,591	)
Net intersegment income (expense)		(1,263	)		(90	)		1,353			-
Income before taxes		4,983			583			(87	)		5,479
Income tax (expense) benefit		(1,916	)		(224	)		33			(2,107	)
Net income	$	3,067		$	359		$	(54	)	$	3,372
Total assets	$	980,506		$	20,818		$	2,512		$	1,003,836

Note 7 - Fair Value Measurements

SFAS No. 157, “Fair Value Measurements” provides a framework for measuring and disclosing fair value under GAAP.  SFAS 157 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet, whether the measurements are made on a recurring basis or on a nonrecurring basis.

SFAS 157 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.  SFAS 157 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 utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale 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 loans held for investment (impaired loans) and foreclosed assets(other real estate owned).  These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Under SFAS 157, 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 the fair value. 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.

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.

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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.

The following is a description of valuation methodologies used for the Company’s assets recorded at fair value.

Investment Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.  Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds.  Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans

The Company does not record loans at fair value on a recurring basis; however, from time to time, a loan is considered impaired and an allowance for loan loss is established.  Loans for which it is probable that payment of interest and principle will not be made in accordance with the contractual terms of the loan are considered impaired.  Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114, “Accounting by Creditors for Impairment of a Loan.”  The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows.  Those impaired loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans.  At March 31, 2009, substantially all of the impaired loans were evaluated based upon the fair value of the collateral.  In accordance with SFAS 157, impaired loans that have an allowance established based on the fair value of collateral require classification in the fair value hierarchy.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2.  When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

Foreclosed Assets

Foreclosed assets are adjusted for fair value upon transfer of loans to foreclosed assets.  Subsequently, foreclosed assets are carried at the lower of carrying value and fair value.  Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral.  When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2.  When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3.

Assets Recorded at Fair Value on a Recurring Basis

The table below presents the recorded amount of assets measured at fair value on a recurring basis at March 31, 2009.

					Significant
					Other		Significant
			Quoted		Observable		Unobservable
			Prices		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
Securities available for sale	$	70,137		-	$	70,137		-

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Assets Recorded at Fair Value on a Nonrecurring Basis

The table below presents the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis at March 31, 2009.

					Significant
					Other		Significant
			Quoted		Observable		Unobservable
			Prices		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	8,193		-		-	$	8,193
Other real estate owned		1,463		-		-		1,463

Impaired loans had a carrying amount of $9.7 million with a valuation allowance of $1.5 million at March 31, 2009.

Note 8 - Restricted Investment in Bank Stock

Restricted stock, which represents required investments in the common stock of two correspondent banks, is carried at cost and, as of March 31, 2009 and December 31, 2008, consists of the common stock of the Federal Home Loan Bank (“FHLB”) of Atlanta and the FHLB of Pittsburgh.

Management evaluates the restricted stock for impairment in accordance with FASB Statement of Position (“SOP”) 01-6, “Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others.”  Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value.  The determination of whether a decline affects the ultimate recoverability of the cost of an investment is influenced by criteria such as (1) the significance of the decline in net assets of the issuing bank as compared to the capital stock amount for that bank and the length of time this situation has persisted, (2) commitments by the issuing bank to make payments required by law or regulation and the level of such payments in relation to the operating performance of that bank, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuing bank.

The FHLB of Atlanta announced that it would not pay dividends for the fourth quarter of 2008 and would no longer provide dividend guidance prior to the end of each quarter but after the end of each quarter when quarterly results are known.  Also, the FHLB of Atlanta would no longer conduct repurchases of excess activity-based stock on a daily basis, but would make such determinations quarterly.  Similarly, the FHLB of Pittsburgh announced in December 2008 that it voluntarily suspended the payment of dividends and the repurchase of excess capital stock from member banks, citing a significant reduction in the level of core earnings resulting from lower short-term interest rates, the increased cost of maintaining liquidity and constrained access to the debt markets at attractive rates and maturities as the main reasons for the decision to suspend dividends and the repurchase of excess capital stock. The FHLB of Pittsburgh last paid a dividend in the third quarter of 2008.

Management believes that no impairment charge in respect of the restricted stock is necessary as of March 31, 2009.

Note 9 - Subsequent Event

On April 15, 2009, the Company completed the repurchase of all 25,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, with a liquidation value of $1,000 per share, that were sold to the U.S. Department of Treasury (“Treasury”) on January 9, 2009 pursuant to the Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”). The repurchase price was $25 million, plus accrued dividends of $208,333.33.  The repurchase was approved by the Treasury following consultation with and approval from the Federal Reserve Bank of Richmond and the Federal Deposit Insurance Corporation.

Note 10 - New Accounting Pronouncements

Pronouncements adopted

SFAS No. 141(R), “Business Combinations.”  During December 2007, the FASB issued SFAS 141(R). SFAS 141(R) recognizes and measures the goodwill acquired in a business combination and defines a bargain purchase, and requires the acquirer to recognize that excess as a gain attributable to the acquirer. In contrast, Statement 141 required the “negative goodwill” amount to be allocated as a pro rata reduction of the amounts assigned to assets acquired. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after December 15, 2008. The Company adopted SFAS No. 141R effective March 31, 2009.  This statement will change the Company’s accounting treatment for business combinations on a prospective basis.

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SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” During December 2007, the FASB issued SFAS 160 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statement, but separate from the parent’s equity.  SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Management adopted this Statement effective March 31, 2009, and adoption did not have a material impact on the Company’s consolidated financial condition or results of operations.

SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133”.  SFAS 161 is intended to enhance the disclosures previously required for derivative instruments and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, to include how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for and their impact on an entity’s financial positions, results of operations and cash flows.  SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  Adoption of SFAS 161 did not have a material impact on the consolidated financial statements.

SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States (the “GAAP hierarchy”).  The FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result.  Adoption of SFAS 162 was not a change in the Company’s current accounting practices; therefore, it did not have a material impact on the Company’s consolidated financial condition or results of operations.

Financial Accounting Standards Board Staff Position (“FSP”)  No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”.  This FSP clarifies that instruments granted in share-based payment transactions can be participating securities prior to the requisite service having been rendered. A basic principle of the FSP is that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of EPS pursuant to the two-class method. The provisions of this FSP are effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented are required to be adjusted retrospectively to conform with the provisions of the FSP. The Company adopted this FSP effective March 31, 2009, and adoption did not have a material effect on the Company’s consolidated results of operations or earnings per share.

Pronouncements issued but not yet effective

FSP Nos. FAS 107-1 and APB 28-1, FAS 157-4, FAS 115-2 and FAS 124-2, Other Than Temporary Impairment. FASB has issued FSPs to address concerns regarding (1) determining whether a market is not active and a transaction is not orderly, (2) recognition and presentation of other-than-temporary impairments and (3) interim disclosures of fair values of financial instruments. The FSPs will be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company will adopt the FSPs effective for the period ending June 30, 2009, but does not anticipate that adoption will result in a material effect on consolidated results of operations.

Note 11 - Restatement of Financial Information

On July 2, 2009, the Company reported that the Board of Directors had determined to restate its consolidated financial statements for the quarter ended March 31, 2009.  The restatement resulted in an increase in the allowance for credit losses of $1.023 million and a resulting decrease in net income of $665 thousand when compared to the amounts originally reported in the Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on May 11, 2009.  The error, which was discovered during an examination of one of the Company’s bank subsidiaries, The Felton Bank, by the FDIC, related to a failure to recognize the full losses on certain collateral dependent loans pursuant to SFAS No. 114 in The Felton Bank’s allowance calculation at March 31, 2009.  The loans involved in the error are primarily loans secured by 1-4 family or commercial real estate and/or business assets of the borrowers.  One loan totaling $224 thousand was on nonaccrual at March 31, 2009, while all of the remaining loans were current or less than 90 days past due at March 31, 2009.

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The identification of the error did not result in any change to the Company’s methodology for determining the allowance for credit losses, although management has implemented additional controls to help prevent, to the extent reasonably possible, such an error from occurring in the future.  In addition, management reviewed the March 31, 2009 allowance calculations of each of its two other bank subsidiaries and discussed the error with management of those banks to confirm that such error did not exist outside of The Felton Bank at March 31, 2009.

The following table summarizes the impact of the restatement on the Company’s consolidated balance sheet, consolidated statement of income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows as of and for the three months ended March 31, 2009 (in thousands, except per share data).

Consolidated Balance Sheet	As Originally Reported			Adjustment			As Restated
Allowance for Credit Losses	$	(9,686	)	$	(1,023	)	$	(10,709	)
Loans, Net		898,432			(1,023	)		897,409
Deferred Income Taxes		1,982			358			2,340
Retained Earnings		97,492			(665	)		96,827
Consolidated Statements of Income	As Originally Reported			Adjustment			As Restated
Provision for Credit Losses	$	912		$	1,023		$	1,935
Net income before taxes		4,613			(1,023	)		3,590
Income tax expense		1,735			(358	)		1,377
Net income		2,878			(665	)		2,213
Net income available to common shareholders		2,541			(665	)		1,876
Basic earnings per common share		0.30			(0.08	)		0.22
Diluted earnings per common share		0.30			(0.08	)		0.22
Consolidated Statement of Changes in Stockholder’s Equity	As Originally Reported			Adjustment			As Restated
Net Income	$	2,878		$	(665	)	$	2,213
Retained Earnings		97,492			(665	)		96,827
Consolidated Statement of Cash Flows	As Originally Reported			Adjustment			As Restated
Net Income	$	2,878		$	(665	)	$	2,213
Net change in other assets		139			(358	)		(219	)
Provision for credit losses		912			1,023			1,935

The restatement also affects Notes 2, 3, 6 and 7.

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 this report are to Shore Bancshares, Inc. and its consolidated subsidiaries.

Forward-Looking Information

Portions of this Quarterly Report on Form 10-Q contain forward-looking 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. files with the Securities and Exchange Commission (the “SEC”) entitled “Risk Factors” (see Item 1A of Part II of this report).  Actual results may differ materially from such forward-looking statements, and we assume no obligation to update forward-looking statements at any time except as required by law.

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Introduction

The following discussion and analysis is intended as a review of significant factors affecting the financial condition and results of operations of Shore Bancshares, Inc. and its consolidated subsidiaries for the periods indicated.  This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes presented in this report, as well as the audited consolidated financial statements and related notes included in the Annual Report of Shore Bancshares, Inc. on Form 10-K for the year ended December 31, 2008.

Shore Bancshares, Inc. is the largest independent financial holding company located on the Eastern Shore of Maryland.  It is the parent company of The Talbot Bank of Easton, Maryland located in Easton, Maryland (“Talbot Bank”), The Centreville National Bank of Maryland located in Centreville, Maryland (“Centreville National Bank”) and The Felton Bank, located in Felton, Delaware (“Felton Bank”) (collectively, the “Banks”).  The Banks operate 18 full service branches in Kent County, Queen Anne’s County, Talbot County, Caroline County and Dorchester County in Maryland and Kent County, Delaware.  The Company engages in the insurance business through three insurance producer firms, The Avon-Dixon Agency, LLC, Elliott Wilson Insurance, LLC and Jack Martin Associates, Inc.; a wholesale insurance company, TSGIA, Inc.; and two insurance premium finance companies, Mubell Finance, LLC and ESFS, Inc. (all of the foregoing are collectively referred to as the “Insurance Subsidiary”) and the mortgage broker business through Wye Mortgage Group, LLC, all of which are wholly-owned subsidiaries of Shore Bancshares, Inc.

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

Shore Bancshares, Inc. maintains an Internet site at www.shbi.net 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

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The financial information contained within the financial statements is, to a significant extent, financial information contained that is based on measures of the financial effects of transactions and events that have already occurred.  A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability.

We believe that our most critical accounting policy relates to the allowance for credit losses.  The allowance for credit losses is an estimate of the losses that may be sustained in the loan portfolio.  The allowance is based on two basic principles of accounting: (i) SFAS No. 5, Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and estimable, and (ii) SFAS No. 114, Accounting by Creditors for Impairment of a Loan, 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, including economic conditions and trends, the value and adequacy of collateral, the volume and mix of the loan portfolio, and our internal loan processes in determining the inherent loss that may be present in our loan portfolio.  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.

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 borrower’s prospects of repayment, and in establishing allowance factors on the formula allowance and unallocated allowance components of the allowance.  The establishment of allowance factors is a continuing exercise, based on management’s continuing assessment of the totality of all factors, including, but not limited to, delinquencies, loss history, trends in volume and terms of loans, effects of 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, and allowance factors may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance, based upon 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 result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs.

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Three basic components comprise our allowance for credit losses:  (i) a specific allowance; (ii) a formula allowance; and (iii) a nonspecific allowance.  Each component is determined based on estimates that can and do change when the actual events occur.  The specific allowance is used to individually allocate an allowance to loans identified as impaired.  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.  When a loan is identified as impaired, a specific allowance is established based on our assessment of the loss that may be associated with the individual loan.  The formula allowance is used to estimate the loss on internally risk rated loans, exclusive of those identified as impaired. Loans identified as special mention, substandard, doubtful and loss, as well as impaired, are segregated from performing loans.  Remaining loans are then grouped by type (commercial, commercial real estate and construction, residential real estate or consumer).  Each loan type is assigned an allowance factor based on management’s estimate of the risk, complexity and size of individual loans within a particular category.  Classified loans are assigned higher allowance factors than non-rated loans due to management’s concerns regarding collectibility or management’s knowledge of particular elements regarding the borrower.  Allowance factors grow with the worsening of the internal risk rating.  The nonspecific formula is used to estimate the loss of non-classified loans stemming from more global factors such as delinquencies, loss history, trends in volume and terms of loans, effects of 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.  The nonspecific allowance captures losses that have impacted the portfolio but have yet to be recognized in either the formula or specific allowance.

RECENT DEVELOPMENTS

On January 9, 2009, Shore Bancshares, Inc. participated in the United States Department of the Treasury (“Treasury”) Troubled Asset Relief Program (“TARP”) Capital Purchase Program by issuing 25,000 shares of Fixed Rate Cumulative Perpetual Preferred, Series A (the “Preferred Stock”) and a common stock purchase warrant covering 172,970 shares of common stock to the Treasury for a total sales price of $25 million.  On April 15, 2009, Shore Bancshares, Inc. repurchased all 25,000 shares of the Preferred Stock from Treasury for $25 million, plus accrued dividends of $208,333.33.  Shore Bancshares, Inc. has the right to repurchase the warrant at its fair market value, but has not yet decided to do so.  The Treasury must liquidate any portion of the warrant not repurchased by Shore Bancshares, Inc.  The warrant may be exercised at any time until January 9, 2019 at an exercise price of $21.68 per share, or an aggregate exercise price of approximately $3.75 million. The warrant counts as tangible common equity.

On February 27, 2009, the FDIC announced a proposed rule outlining its plan to implement an emergency special assessment of 20 basis points on all insured depository institutions in order to restore the Deposit Insurance Fund to an acceptable level.  The assessment, which would be payable on September 30, 2009, would be in addition to a planned increase in premiums and a change in the way regular premiums are assessed which the FDIC also approved on February 27, 2009.  In addition, the proposed rule provides that, after June 30, 2009, if the reserve ratio of the Deposit Insurance Fund is estimated to fall to a level that the FDIC believes would adversely affect public confidence or to a level which is close to or less than zero at the end of a calendar quarter, then an additional emergency special assessment of up to 10 basis points may be imposed on all insured depository institutions.  This rule will significantly increase the Banks’ FDIC premiums in 2009.

OVERVIEW

Net income for the first quarter of 2009 was $1.9 million, or diluted earnings per common share of $0.22, compared to $3.4 million, or diluted earnings per common share of $0.40, for the first quarter of 2008.  For the fourth quarter of 2008, net income was $2.3 million or $0.27 per common diluted share.  Annualized return on average assets was 0.72% for the three months ended March 31, 2009, compared to 1.38% for the same period in 2008.  Annualized return on average stockholders’ equity was 5.05% for the first quarter of 2009, compared to 10.96% for the first quarter of 2008.  For the fourth quarter of 2008, annualized return on average assets was 0.87% and return on average equity was 7.11%.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income for the three months ended March 31, 2009 was $10.1 million, an increase of 0.3% when compared  to the same period last year.  An increase in average loan volume and reduction in cost of funds was sufficient to offset the decline in loan yields.  The net interest margin was 4.09% for the first quarter of 2009, a decrease of 33 basis points when compared to the first quarter of 2008.  The 400 basis-point reduction in interest rates by the Federal Reserve during 2008 had a significant impact on the overall yield on earning assets.  Net interest income decreased 2.8% from the fourth quarter of 2008, mainly due to lower yields on loans despite a $22 million increase in average loan volume and a lower cost of funds.  The net interest margin decreased 15 basis points from 4.24% for the fourth quarter of 2008.

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Interest income was $14.5 million for the first quarter of 2009, a decrease of 9.2% from the first quarter of 2008.  Average earning assets increased 9.2% during the first quarter of 2009 when compared to the same period in 2008, while yields earned decreased 113 basis points to 5.87%.  Average loans increased 12.8% while the yield earned on loans decreased 120 basis points. Loans comprised 89.3% and 86.5% of total average earning assets for the quarters ended March 31, 2009 and 2008, respectively.  Interest income decreased 4.4% when compared to the fourth quarter of 2008.  Average earning assets increased 2.8% during the first quarter of 2009 when compared to the fourth quarter of 2008, while yields earned decreased 31 basis points.

Interest expense was $4.4 million for the three months ended March 31, 2009, a decrease of $1.5 million, or 25.2%,  when compared to the same period last year.  Average interest bearing liabilities increased 6.2%, while rates paid decreased 92 basis points to 2.25%.  The Company incurs the largest amount of interest expense from time deposits.    For the three months ended March 31, 2009, the average balance of certificates of deposits $100,000 or more increased 32.0% when compared to the same period last year, while the average rate paid for those certificates of deposit decreased 118 basis points to 3.42%.  Average other time deposits increased 7.2%, while the average rate paid on average other time deposits decreased 91 basis points to 3.53% when compared to the first quarter of 2008.  Interest expense decreased 7.7% when compared to the fourth quarter of 2008.  Average interest bearing liabilities increased slightly during the quarter ended March 31, 2009 when compared to the fourth quarter of 2008, while rates paid on these liabilities decreased 16 basis points.

The following table presents the distribution of the average consolidated balance sheets, interest income/expense, and annualized yields earned and rates paid for the three months ended March 31, 2009 and 2008.

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	For the Three Months Ended								For the Three Months Ended
	March 31, 2009								March 31, 2008
	Average			Income(1)/		Yield/			Average			Income(1)/		Yield/
(Dollars in thousands)	Balance			Expense		Rate			Balance			Expense		Rate
Earning assets
Loans (2), (3)	$	898,494		$	13,660		6.17	%	$	796,849		$	14,601		7.37	%
Investment securities:
Taxable		74,852			756		4.10			91,556			1,080		4.74
Tax-exempt		9,105			131		5.84			12,676			190		6.01
Federal funds sold		21,585			7		0.14			16,237			122		3.03
Interest bearing deposits		2,250			1		0.14			4,204			38		3.64
Total earning assets		1,006,286			14,555		5.87	%		921,522			16,031		7.00	%
Cash and due from banks		12,857								16,648
Other assets		49,232								55,013
Allowance for credit losses		(9,654	)							(7,716	)
Total assets	$	1,058,721							$	985,467
Interest bearing liabilities
Demand deposits	$	121,109			72		0.24	%	$	115,215			171		0.60	%
Money market and savings deposits		153,141			174		0.46			175,363			705		1.62
Certificates of deposit $100,000 or more		238,602			2,012		3.42			180,826			2,070		4.60
Other time deposits		232,660			2,027		3.53			217,123			2,397		4.44
Interest bearing deposits		745,512			4,285		2.33			688,527			5,343		3.12
Short-term borrowings		39,581			49		.50			43,354			366		3.40
Long-term debt		7,947			74		3.79			14,925			184		4.95
Total interest bearing liabilities		793,040			4,408		2.25	%		746,806			5,893		3.17	%
Noninterest bearing deposits		104,061								100,982
Other liabilities		10,972								13,940
Stockholders’ equity		150,648								123,739
Total liabilities and stockholders’ equity	$	1,058,721							$	985,467
Net interest spread				$	10,147		3.62	%				$	10,138		3.83	%
Net interest margin							4.09	%							4.42	%

(1) All amounts are reported on a tax equivalent basis computed using the statutory federal income tax rate of 35% 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, for each loan category and yield calculations are stated to included all.

Noninterest Income

Noninterest income for the first quarter of 2009 decreased $152 thousand, or 2.8%, when compared to the first quarter of 2008. The decline in noninterest income during the first quarter of 2009 when compared to the first quarter of 2008 was primarily due to a decline in insurance agency commissions of $196 thousand.  Noninterest income increased $942 thousand, or 21.4%, from the fourth quarter of 2008 primarily as a result of an increase of $840 thousand in insurance agency commissions and contingency payments.  Insurance agency contingency payments are typically received in the first quarter of each year and are based on the prior year’s performance.  The first quarter of 2009 included investment securities gains of $49 thousand, compared to securities losses of $15 thousand in the fourth quarter of 2008.

Noninterest Expense

Noninterest expense for the first quarter of 2009 increased $292 thousand, or 3.0%, when compared to the first quarter of 2008 and increased $262 thousand, or 2.7%, when compared to the fourth quarter of 2008.  A significant portion of the increase was due to higher FDIC insurance premium expense of $230 thousand when compared to the first quarter of 2008 and $97 thousand when compared to the fourth quarter of 2008.  The balance of the increase for both the first quarter of 2008 and fourth quarter of 2008 comparisons related to higher general operating costs.

Income Taxes

The effective tax rate was 38.4% for the three months ended March 31, 2009, compared to 38.5% for the same period last year. Management believes that currently there are no additional changes in tax laws or to our tax structure that are likely to have a material impact on our future effective tax rate.

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ANALYSIS OF FINANCIAL CONDITION

Loans

Loans, net of unearned income, totaled $908.1 million at March 31, 2009, an increase of $19.6 million, or 2.2%, since December 31, 2008.  Average loans, net of unearned income, were $898.5 million for the three months ended March 31, 2009, an increase of $101.6 million, or 12.8%, when compared to the same period last year.

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 debts.  The allowance is decreased by current period charge-offs of uncollectible debts.  Management evaluates the adequacy of the allowance for credit losses on a quarterly basis and adjusts the provision for credit losses based upon this analysis.  The evaluation of the adequacy of the allowance for credit losses is based on a risk rating system of individual loans, as well as on a collective evaluation of smaller balance homogenous loans based on factors such as past credit loss experience, local economic trends, nonperforming and problem loans, and other factors which may impact collectibility.  A loan is placed on nonaccrual when it is specifically determined to be impaired and principal and interest is delinquent for 90 days or more.  Please refer to the discussion above under the caption “Critical Accounting Policies” for an overview of the underlying methodology management employs on a quarterly basis to maintain the allowance.

The provision for credit losses for the three months ended March 31, 2009 and 2008 was $1.9 million and $462 thousand, respectively. The provision for credit losses for the fourth quarter of 2008 was $1.4 million.  The continued higher level of provision expense was primarily in response to sustained growth in the loan portfolio, the general increase in nonperforming assets and loan charge-offs, as well as overall economic conditions.  Management believes that we continue to maintain strong underwriting guidelines and emphasize credit quality.

Our historical charge-off ratios remain lower than those of similarly sized institutions according to the most recent Bank Holding Company Performance Report prepared by the Federal Reserve Board.  Net charge-offs were $546 thousand for the three months ended March 31, 2009, compared to $87 thousand for the same period last year and $683 thousand for the fourth quarter of 2008.  The allowance for credit losses as a percentage of average loans was 1.19% for the first quarter of 2009, 0.99% for the first quarter of 2008 and 1.06% for the fourth quarter of 2008.  Nonperforming assets were $9.1 million at March 31, 2009, compared to $8.3 million at December 31, 2008, with nonaccrual loans decreasing $444 thousand but other real estate owned increasing $1.3 million.  Loans past due 90 days and still accruing at March 31, 2009 increased to $7.8 million from $1.4 million at December 31, 2008.  More than half of this increase was attributable to one loan customer.  Although this real-estate secured loan has matured, the customer continues to pay interest owed on the loan.  Based on management’s quarterly evaluation of the adequacy of the allowance for credit losses, it believes that the allowance for credit losses and the related provision were adequate at March 31, 2009.

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The following table presents a summary of the activity in the allowance for credit losses:

	For the Three Months Ended
	March 31,
(Dollars in thousands)	2009			2008
Allowance balance – beginning of period	$	9,320		$	7,551
Charge-offs:
Real estate - construction		(87	)		-
Real estate - residential		(340	)		(12	)
Real estate - commercial		-			-
Commercial		(98	)		(42	)
Consumer		(111	)		(63	)
Totals		(636	)		(117	)
Recoveries:
Real estate - construction		-			-
Real estate - residential		52			8
Real estate - commercial		-			-
Commercial		4			3
Consumer		34			19
Totals		90			30
Net charge-offs		(546	)		(87	)
Provision for credit losses		1,935			462
Allowance balance – end of period	$	10,709		$	7,926
Average loans outstanding during the period	$	898,494		$	796,849
Net charge-offs (annualized) as a percentage of average loans outstanding during the period		0.25	%		0.04	%
Allowance for credit losses at period end as a percentage of average loans		1.19	%		0.99	%

Because most of our loans are secured by real estate, weaknesses in the local real estate market may have a material adverse effect on the performance of our loan portfolio and the value of the collateral securing that portfolio.  Although the local economy does not appear to show to the same extent of weakness as in other parts of the country, the effects of continued weakness in the national economy and/or an increasing weakness in the local economy could result in even higher provisions for credit losses and loan charge-offs for us in the future.

We have a concentration of commercial real estate loans.  Commercial real estate loans, excluding construction and land development loans, at March 31, 2009 were approximately $290.2 million, or 32.0% of total loans, compared to $304.4 million, or 34.3% of total loans, at December 31, 2008.  Construction and land development loans were $183.5 million at March 31, 2009 and $179.8 million at December 31, 2008, both at 20.2% of total loans. We do not engage in foreign or subprime lending activities.

Nonperforming Assets

The following table summarizes our nonperforming and past due assets:

	March 31,		December 31,
(Dollars in thousands)	2009		2008
Nonperforming assets
Nonaccrual loans	$	7,671	$	8,115
Other real estate owned		1,463		148
Total nonperforming assets		9,134		8,263
Loans 90 days past due and still accruing		7,846		1,381
Total nonperforming assets and past due loans	$	16,980	$	9,644

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Investment Securities

Investment securities totaled $79.0 million at March 31, 2009, compared to $89.5 million at December 31, 2008.  The decreased balance reflects the use of proceeds from maturing securities to fund loan growth.  The average balance of investment securities was $84.0 million for the three months ended March 31, 2009, compared to $104.2 million for the same period in 2008.  The tax equivalent yields on investment securities were 4.28% and 4.90% for the three months ended March 31, 2009 and 2008, respectively.

Deposits

Total deposits at March 31, 2009 were $873.1 million, compared to $845.4 million at December 31, 2008.  All categories of deposits grew from the comparable amounts at the end of 2008 except for a slight decline in interest bearing demand deposits.  The largest growth was in certificates of deposit of $100,000 or more, which increased $10.3 million, or 4.4%.

Short-Term Borrowings

Short-term borrowings at March 31, 2009 and December 31, 2008 were $31.1 million and $53.0 million, respectively.  The decrease reflected less need for short-term borrowings as a funding source.  Short-term borrowings consisted of securities sold under agreements to repurchase, overnight borrowings from correspondent banks and short-term advances from the Federal Home Loan Bank (the “FHLB”).  Short-term advances are defined as those with original maturities of one year or less.

Long-Term Debt

At March 31, 2009 and December 31, 2008, the Company had the following long-term debt:

	March 31,		December 31,
(Dollars in thousands)	2009		2008
FLHB 4.17% Advance due November 2009	$	3,000	$	3,000
FHLB 3.09% Advance due January 2010		3,000		3,000
Acquisition-related debt, 4.08% interest, amortizing over five years		1,947		1,947
	$	7,947	$	7,947

Liquidity and Capital Resources

We derive liquidity through increased customer deposits, maturities in the investment portfolio, loan repayments and income from earning assets.  To the extent that deposits are not adequate to fund customer loan demand, liquidity needs can be met in the short-term funds markets through arrangements with correspondent banks.  Talbot Bank and Centreville National Bank are members of the FHLB of Atlanta and Felton Bank is a member of the FHLB of Pittsburgh to which they have pledged collateral sufficient to permit additional borrowings of up to approximately $67.3 million in the aggregate at March 31, 2009. Management is not aware of any trends or demands, commitments, events or uncertainties that are likely to materially affect our future ability to maintain liquidity at satisfactory levels.

Total stockholders’ equity was $152.8 million at March 31, 2009, an increase of 19.9% since December 31, 2008.  The increase primarily was due to the receipt of the proceeds of the sale of Preferred Stock to the Treasury in January 2009.  Accumulated other comprehensive income, which consisted solely of net unrealized gains or losses on investment securities available for sale, decreased $370 thousand since the end of 2008, resulting in accumulated other comprehensive income of $1.0 million at March 31, 2009.

Bank regulatory agencies have adopted various capital standards for financial institutions, including risk-based capital standards.  The primary objectives of the risk-based capital framework are to provide a more consistent system for comparing capital positions of financial institutions and to take into account the different risks among financial institutions’ assets and off-balance sheet items.

Risk-based capital standards have been supplemented with requirements for a minimum Tier 1 capital to average assets ratio (leverage ratio).  In addition, regulatory agencies consider the published capital levels as minimum levels and may require a financial institution to maintain capital at higher levels.  The Company’s capital ratios continued to be well in excess of regulatory minimums.

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A comparison of our capital ratios as of March 31, 2009 and December 31, 2008 to the minimum regulatory requirements is presented below.  The ratios are significantly higher at March 31, 2009 when compared to December 31, 2008 primarily due to the sale by Shore Bancshares, Inc. of 25,000 shares of Series A Preferred Stock to the Treasury in January 2009 pursuant to the TARP Capital Purchase Program.  It should be noted, however, that Shore Bancshares, Inc. redeemed all 25,000 shares of the Preferred Stock on April 15, 2009.

							Minimum
	March 31,			December 31,			Regulatory
	2009			2008			Requirements
Tier 1 risk-based capital		14.26	%		11.65	%		4.00	%
Total risk-based capital		15.48	%		12.74	%		8.00	%
Leverage ratio		12.54	%		10.27	%		4.00	%

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 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 Chief Executive Officer (“CEO”) and the Principal Accounting Officer (“PAO”), as appropriate, to 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.

Prior to May 11, 2009, an evaluation of the effectiveness of these disclosure controls as of March 31, 2009 was carried out under the supervision and with the participation of management, including the CEO and the PAO.  Based on that evaluation, management, including the CEO and the PAO, concluded and disclosed in the original report to which this amendment relates that our disclosure controls and procedures were, in fact, effective at the reasonable assurance level.  As discussed in the Explanatory Note to this amended report and in Note 11 to the financial statements presented herein, however, management subsequently became aware that The Felton Bank’s calculation of the allowance for credit losses with respect to several loan relationships did not reflect the full loss exposure as of March 31, 2009 as calculated pursuant to Statement of Financial Accounting Standards No. 114.  In light of this discovery, our disclosure controls and procedures as of March 31, 2009 have since been re-evaluated under the supervision and with the participation of management, including the CEO and the PAO.  Based on such re-evaluation, such officers have now determined that our disclosure controls and procedures were not, in fact, effective at the reasonable assurance level as of March 31, 2009.  Management has taken steps which it believes will ensure, to the extent reasonably possible, that this type of error will not occur in the future.

During the first quarter of 2009, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 6.  Exhibits.

The exhibits filed or furnished with this quarterly report are shown on the Exhibit Index that follows the signatures to this report, which index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHORE BANCSHARES, INC.
Date:  August 27, 2009	By:	/s/ W. Moorhead Vermilye
		W. Moorhead Vermilye
		President/Chief Executive Officer
Date:  August 27, 2009	By:	/s/ Susan E. Leaverton
		Susan E. Leaverton, CPA
		Treasurer/Principal Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
31.1	Certifications of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).
31.2	Certifications of the PAO pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith).

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