SHBI Shore Bancshares Inc

EASTON, Md., July 27, 2023 /PRNewswire/ -- Shore Bancshares, Inc. (NASDAQ: SHBI) (the "Company" or "Shore Bancshares") reported net income of $4.018 million or $0.20 per diluted common share for the second quarter of 2023, compared to net income of $6.457 million or $0.32 per diluted common share for the first quarter of 2023, and net income of $7.499 million or $0.38 per diluted common share for the second quarter of 2022. Net income, excluding merger-related expenses, for the second quarter of 2023 was $4.890 million or $0.25 per diluted common share, compared to net income, excluding merger-related expenses, of $6.959 million or $0.35 per diluted common share for the first quarter of 2023 and net income, excluding merger-related expenses, of $7.674 million or $0.39 per diluted common share for the second quarter 2022. Net income for the first half of 2023 was $10.475 million or $0.53 per diluted common share, compared to net income for the first half of 2022 of $13.112 million or $0.66 per diluted common share.

The merger between the Company and The Community Financial Corporation ("TCFC") closed on July 1, 2023. This press release includes only the operations of the Company prior to the effectiveness of the merger. At closing, TCFC shareholders received 2.3287 shares of the Company common stock and cash in lieu of any fractional shares of the Company common stock.

When comparing net income, excluding merger-related expenses, for the second quarter of 2023 to the first quarter of 2023, net income decreased $2.1 million due to decreases in net interest income of $3.2 million and noninterest income of $40 thousand, coupled with an increase in noninterest expense of $209 thousand, partially offset by a decrease in provision for credit losses of $546 thousand. When comparing net income, excluding merger-related expenses, for the second quarter of 2023 to the second quarter of 2022, net income decreased $2.8 million primarily due to a decrease in net interest income of $2.1 million and noninterest income of $539 thousand, coupled with increases in both noninterest expense of $558 thousand and provision for credit losses of $467 thousand.

"We are very excited to have closed the merger between Shore Bancshares and Community Financial" stated James M. Burke, President and Chief Executive Officer of Shore Bancshares, Inc. "The combined bank, with its greater scale, diversification, and resources, is well-positioned to manage risk and provide customers with enhanced service and employees with expanded career opportunities. I'd like to thank all our employees who continue to work tirelessly to ensure a seamless integration."

As of July 24, 2023, the Company sold most of the available-for-sale securities portfolio acquired from TCFC on July 1, 2023, for net proceeds of $430 million and used $380 million of the proceeds to reduce FHLB advances and brokered deposits. Management anticipates these actions will positively impact the return on average assets, net interest margin and the tangible common equity ratios in the third quarter.

Additionally, management is revising compensation plans to emphasize core deposit growth and anticipates lower residential mortgage portfolio growth in the second half of 2023. The Company will focus its planned 4%-6% (annualized) loan growth on existing customers in higher-yielding commercial loans.

Balance Sheet Review
Total assets were $3.642 billion at June 30, 2023, an increase of $164.5 million, or 4.7% (9.5% annualized), when compared to $3.477 billion at December 31, 2022. This increase was primarily due to an increase in loans held for investment of $197.1 million, or 7.7%, partially offset by a decrease in cash and cash equivalents of $9.7 million and an increase in allowance for credit losses of $12.4 million primarily due to the Company's adoption of current expected credit loss ("CECL") model in the first quarter of 2023. The ratio of the allowance to total loans increased from 0.65% at December 31, 2022, to 1.05% at June 30, 2023.

Total borrowings were $319.2 million at June 30, 2023, an increase of $236.1 million, or 284.3%, when compared to $83.1 million at December 31, 2022. Total borrowings at June 30, 2023 were comprised of $276.0 million of FHLB short-term advances and $43.2 million of subordinated debt. This increase in total borrowings at June 30, 2023 when compared to December 31, 2022 was primarily due to an increase of $236.0 million in FHLB short-term borrowings to manage liquidity and fund loan growth.

Total deposits decreased $72.3 million, or 2.4%, when compared to December 31, 2022. The decrease in total deposits was primarily due to decreases in money market and savings accounts of $157.3 million and $83.1 million in noninterest-bearing deposits offset by an increase in total time deposits of $168.0 million.

Total stockholders' equity decreased $1.1 million, or less than 1.0%, when compared to December 31, 2022, primarily due to the $7.8 million CECL adjustment in the first quarter of 2023 and dividends paid of $4.8 million, offset by $10.5 million in current year earnings. As of June 30, 2023, the ratio of total equity to total assets was 9.97% and the ratio of total tangible equity to total tangible assets was 8.26% compared to 10.48% and 8.67% at the end of 2022, respectively.

Review of Quarterly Financial ResultsNet interest income was $22.5 million for the second quarter of 2023, compared to $25.7 million for the first quarter of 2023 and $24.6 million for the second quarter of 2022. The decrease in net interest income when compared to the first quarter of 2023 was primarily due to increases in rates paid on interest-bearing liabilities. These interest-bearing liabilities included increases in interest-bearing deposits of 50 bps and FHLB short-term borrowings of 44 bps. The average balance of FHLB short-term borrowings increased $147.8 million, or 129.7%. Although the interest-bearing deposits average balance decreased $17.7 million the overall impact of the increase in the rates of 50 bps resulted in an additional $2.6 million in interest expense. The increase in FHLB short-term borrowings was primarily utilized to manage the Company's liquidity needs and fund loan growth. Net interest income decreased when compared to the second quarter of 2022 due to increases in rates paid on interest-bearing liabilities. The rates paid on interest-bearing deposits increased 158 bps and FHLB short-term borrowing was not utilized in the prior quarter and was utilized in the current quarter at an average rate of 528 bps. The average balance of FHLB short-term borrowings increased $261.8 million, or 100% and interest-bearing deposits increased $10.4 million, or less than 1%.

The Company's net interest margin decreased to 2.68% for the second quarter of 2023 from 3.18% for the first quarter of 2023 and decreased compared to 3.10% for the second quarter of 2022. The decrease in the net interest margin when compared to the first quarter of 2023 and the second quarter of 2022 was primarily due to increased funding costs as rates on deposits and borrowings increased at a faster pace than loans as well as a change in the overall mix of interest-bearing liabilities. The average balance of FHLB short -term borrowings increased from $114.0 million in the first quarter of 2023 to $261.8 million in the second quarter of 2023. In addition, the migration of deposits from lower rate accounts to higher yielding deposits, specifically reciprocal deposits, contributed to the decrease in margins. The modest increase in average loan yields during the second quarter of 2023 to 4.85% from 4.79% in the first quarter of 2023 was due to a change in the overall mix of loans with more loans onboarded from lower yielding consumer mortgages than higher yielding portfolios. Average consumer mortgage loans have increased from 32.9% of average loans in the fourth quarter of 2022 to 34.9% of average loans in the second quarter of 2023. Management intends to significantly decrease consumer mortgage portfolio production in the second half of 2023 and emphasize the mortgage loan production of saleable loans. Management intends to reduce annualized growth rate on all loans between 4%-6% in the second half of 2023.

The provision for credit losses was $667 thousand for the three months ended June 30, 2023. The comparable amounts were $1.2 million and $200 thousand for the three months ended March 31, 2023, and June 30, 2022, respectively. The provision for the second quarter of 2023 reflected the strong yet slightly lower growth in total loans compared to the first quarter of 2023 and declines slightly based on composition of growth and the Company's evaluation of factors used in developing its estimate. The increase in the provision when compared to the second quarter of 2022 was primarily a result of higher reserves required by our CECL allowance model as compared to the incurred loss model utilized in 2022. Net charge-offs for the second quarter of 2023 were $50 thousand, compared to net charge-offs of $20 thousand for the first quarter of 2023 and net recoveries of $573 thousand for the second quarter of 2022.

At June 30, 2023 and December 31, 2022, nonperforming assets were $4.7 million and $3.9 million, respectively. The balance of nonperforming assets increased primarily due to an increase in nonaccrual loans of $1.6 million, partially offset by a $776 thousand decrease in loans 90 days past due and still accruing. When comparing June 30, 2023 to June 30, 2022, nonperforming assets increased $1.0 million, primarily due to increases in nonaccrual loans of $788 thousand and loans 90 days past due and still accruing of $262 thousand.

Total noninterest income for the second quarter of 2023 decreased $40 thousand from $5.33 million to $5.29 million compared to the first quarter of 2023 and decreased $539 thousand, or 9.2%, when compared to $5.83 million in the second quarter of 2022. The decrease compared to the first quarter of 2023 was primarily due to decreases in other loan and fee income, rental income and trust and investment fee income, partially offset by increases in interchange credits, mortgage banking revenue, service charges on deposit accounts, and Mid-Maryland Title Company. The decrease in noninterest income when compared to the second quarter of 2022 was primarily due to decreases in revenue from Mid-Maryland Title Company, Inc., service charges on deposit accounts and revenue associated with mortgage banking, partially offset by increases in interchange credits and other fees on bank services.

Total noninterest expense, excluding merger related expenses, for the second quarter of 2023 increased $209 thousand to $20.4 million, or 1.0%, when compared to the first quarter of 2023 expense of $20.2 million and increased $558 thousand, or 2.8%, when compared to the second quarter of 2022 expense of $19.9 million. The increase in noninterest expense when compared to the first quarter of 2023 was primarily due to increases in FDIC insurance premium expense, salaries expense and legal and professional fees partially offset by decreases in employee related benefits. The increase from the second quarter of 2022 was primarily due to increases in FDIC insurance premium expenses, legal and professional fees and employee related benefits partially offset by decreases in other loan expense.

Review of Six-Month Financial Results
Net interest income for the first six months of 2023 was $48.2 million, an increase of $1.1 million, or 2.4%, when compared to the first six months of 2022. The increase in net interest income was primarily due to an increase in total interest income of $20.7 million, or 40.6%, specifically interest and fees on loans of $18.0 million, or 39.6%. The improvement of interest and fees on loans was primarily due to the increase in the average balance of loans of $472.8 million, or 21.6%. Interest on investment securities increased $3.4 million, or 78.0%, primarily due to an increase in the average balance of $110.7 million, or 20.5%. Total interest expense increased $20.0 million, or 496.5%, primarily due to an increase in the average balance of FHLB- short term borrowings of $188.3 million, or 100%, and interest-bearing deposits of $14.2 million, or less than 1%.

The Company's net interest margin decreased to 2.93% for the first six months of 2023 from 2.94% for the first six months of 2022. The decrease in the net interest margin was primarily due to an increase in the average balance of FHLB short-term borrowings of $188.3 million and the 135 bps increase in the rate paid on interest-bearing deposits, partially offset by increases in the average balance of loans and the rate earned on loans of $472.8 million and 62 bps, respectively.

The provision for credit losses for the six months ended June 30, 2023 and 2022 was $1.9 million and $800 thousand, respectively. The increase in provision for credit losses was the result of loan growth in the first six months of 2023 outpacing growth the first six months of 2022 by $51.7 million and higher levels of reserves required by our CECL allowance model as compared to the incurred loss methodology utilized in 2022.

Total noninterest income for the six months ended June 30, 2023 decreased $1.3 million, or 10.5%, when compared to the same period in 2022. The decrease in noninterest income primarily consisted of revenue associated with the mortgage division, revenue from Mid-Maryland Title and service charges on deposit accounts, partially offset by an increase in interchange credits and other noninterest income.

Total noninterest expense, excluding merger related expenses, for the six months ended June 30, 2023 increased $1.2 million, or 2.9%, when compared to the same period in 2022. The increase was primarily the result of an increase in employee benefits, occupancy expense, other intangibles, data processing costs, other noninterest expenses, and FDIC insurance premiums due to expanded operations of two additional branches and additional legal and professional fees related to a larger overall organization.

Shore Bancshares Information
Shore Bancshares is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland's Eastern Shore. It is the parent company of Shore United Bank, N.A. Shore Bancshares engages in title work related to real estate transactions through its wholly-owned subsidiary, Mid-Maryland Title Company, Inc. and in trust and wealth management services through Wye Financial Partners, a division of Shore United Bank, N.A. Additional information is available at www.shorebancshares.com.

Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as "anticipate," "estimate," "should," "expect," "believe," "intend," and similar expressions. Although these statements reflect management's good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: the expected cost savings, synergies and other financial benefits from the acquisition of TCFC or any other acquisition the Company has made or may make might not be realized within the expected time frames or at all; the effect of acquisitions we have made or may make, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations; recent adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity, and regulatory responses to these developments: changes in general economic, political, or industry conditions; geopolitical concerns, including the ongoing war in Ukraine; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market, and monetary fluctuations; volatility and disruptions in global capital and credit markets; the transition away from USD LIBOR and uncertainty regarding potential alternative reference rates, including SOFR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; cybersecurity threats and the cost of defending against them, including the costs of compliance with potential legislation to combat cybersecurity at a state, national, or global level; and other factors that may affect our future results. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. with the Securities and Exchange Commission entitled "Risk Factors."

The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.