UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 2, 2009
SHORE
BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
|
|
0-22345
|
|
52-1974638
|
|
(State or other jurisdiction
of
|
|
(Commission file number)
|
|
(IRS Employer
|
|
incorporation or
organization)
|
|
|
|
Identification
No.)
|
18 East Dover Street,
Easton, Maryland 21601
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (410)
822-1400
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
|
Item
2.02.
|
Results
of Operation and Financial
Condition.
|
The information required by this item
is contained in Item 4.02 of this report and is incorporated herein by
reference.
|
Item
4.02
|
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
|
On July 2, 2009, the Board of Directors
of Shore Bancshares, Inc. (the “Company”) concluded that the Company should
restate the previously-issued consolidated financial statements that were
included in the Company’s Quarterly Report on Form 10-Q for the period ended
March 31, 2009, and that such consolidated financial statements, as well as the
Company’s previously issued earnings release for the first quarter of 2009,
should no longer be relied upon.
The consolidated financial statements
for the fiscal quarter ended March 31, 2009 will be restated to correct the
effects of an error in the calculation of the allowance for credit losses made
in the March 31, 2009 financial statements. The error, which was
discovered as a result of a recent regulatory examination of one of the
Company’s wholly-owned bank subsidiaries, relates to the level of specific
reserves necessary for certain collateral dependent loans. Correction
of the error will require the recognition of an additional $1.0 million to the
provision for credit losses and the related allowance for credit
losses. As a result of the restatement, the Company’s net income for
the first quarter of 2009 will decline by $665,000 (bringing diluted earnings per common
share for the quarter to $0.22 from the originally reported $0.30), the
provision for credit losses for the first quarter of 2009 will total $1.9
million, and the related allowance for credit losses for the first quarter of
2009 will total $10.7 million.
Authorized officers of the Company have
discussed the matters disclosed in this Item 4.02 with Stegman & Company,
its independent registered public accounting firm.
The Company will correct this error by
filing an amendment to its Quarterly Report on Form 10-Q/A with the Securities
and Exchange Commission, which will include restated consolidated financial
statements and notes thereto, and a revised discussion of the Company’s financial
condition and results of operations for the fiscal quarter ended March 31,
2009.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) 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. |
|
| |
|
|
|
|
Dated: July
7, 2009
|
By:
|
/s/
W. Moorhead Vermilye |
|
| |
|
W.
Moorhead Vermilye |
|
| |
|
President
and CEO |
|