EASTON, Md., Jan. 23, 2014 /PRNewswire/ -- Shore Bancshares, Inc. (NASDAQ - SHBI) today reported net income of $1.2 million or $0.14 per diluted common share for the fourth quarter of 2013, compared to a net loss of $11.4 million or $(1.35) per diluted common share for the third quarter of 2013, and a net loss of $5.1 million or $(0.60) per diluted common share for the fourth quarter of 2012. The Company reported a net loss of $9.6 million or $(1.14) per diluted common share for both fiscal year 2013 and fiscal year 2012.

When comparing the fourth quarter of 2013 to the third quarter of 2013, the primary reason for the improved results was a decline in the provision for credit losses which was impacted during the third quarter of 2013 by the execution of agreements by the Company's wholly owned subsidiary, The Talbot Bank of Easton (the "Bank"), to sell loans and other real estate owned (the "Asset Sale"). Charge-offs of $19.6 million were taken on the loans subject to the Asset Sale to reflect the value to be realized upon sale. Subsequently, the provision for credit losses was increased $19.6 million to replenish the allowance for credit losses while other real estate owned subject to the Asset Sale was written down $182 thousand for a total pretax loss of $19.8 million. When comparing the fourth quarter of 2013 to the fourth quarter of 2012, the primary reasons for the improved results were a decline in the provision for credit losses due to lower charge-offs and nonaccrual loans, and a $1.3 million loss incurred during the fourth quarter of 2012 to terminate a portion of an interest rate cap instrument. Results were flat when comparing fiscal year 2013 to fiscal year 2012, with higher noninterest income offset by higher noninterest expenses and lower net interest income.

"We were pleased to report fourth quarter net income which was ahead of consensus estimates. The completion of the Asset Sale in the third quarter resulted in a much lower provision for credit losses in the fourth quarter and was the principal driver of our results. We are still focused on reducing charge-offs and nonaccrual loans. However, with a substantial portion of our credit problems behind us we can now turn our attention to revenue generation. Despite the significant strategic initiatives undertaken during the last year, total stockholders' equity to total assets at December 31, 2013 was 9.80%," said Lloyd L. "Scott" Beatty, Jr., president and chief executive officer. "The economy across our footprint is showing some signs of improvement in the retail, small business and commercial middle-market sectors. However, real estate development and construction remains anemic compared to the pre-recession levels."

Balance Sheet Review

Total assets were $1.054 billion at December 31, 2013, a $131.7 million, or 11.1%, decrease when compared to the $1.186 billion at the end of 2012. The decline in total assets was primarily due to a decrease in loans ($73.2 million) and interest-bearing deposits with other banks ($55.5 million). The decline in loans was mainly due to the Asset Sale and charge-offs while the decline in interest-bearing deposits reflected a reduction in excess liquidity.

Total deposits decreased $115.8 million, or 11.0%, to $933.5 million at December 31, 2013, mainly due to a decline in money market deposit accounts ($67.9 million) and time deposits ($56.0 million), partially offset by an increase in noninterest-bearing demand deposits ($18.8 million). The decrease in money market deposit accounts was associated with the Company's participation in the Promontory Insured Network Deposits Program ("IND Program"). In December 2012, the Company decided to partially exit the IND Program to decrease its excess liquidity and, in June 2013, the Company fully exited the IND Program. The decrease in time deposits also reduced the Company's excess liquidity. Total stockholders' equity declined $10.7 million, or 9.4%, to $103.3 million at December 31, 2013. For fiscal year 2013, the ratio of average equity to average assets was 10.31% and the ratio of average tangible equity to average tangible assets was 8.95%.

Review of Quarterly Financial Results

Net interest income was $8.6 million for the fourth quarter of 2013, compared to $8.8 million for the third quarter of 2013 and $8.4 million for the fourth quarter of 2012. The decrease in net interest income when compared to the third quarter of 2013 was due to a greater decline in interest income than the decline in interest expense. The decrease in interest income was primarily due to a decline in average loan balances while the decrease in interest expense was primarily due to lower average balances of and rates paid on time deposits. The higher net interest income for the fourth quarter of 2013 when compared to the fourth quarter of 2012 was due to a greater decline in interest expense than the decline in interest income. The decrease in interest expense was mainly due to exiting the IND Program and terminating the interest rate caps associated with the IND Program. The Company's net interest margin was 3.47% for the fourth quarter of 2013, 3.54% for the third quarter of 2013 and 3.02% for the fourth quarter of 2012.

The provision for credit losses was $474 thousand for the fourth quarter of 2013, $22.5 million for the third quarter of 2013 and $9.7 million for the fourth quarter of 2012. The provision for credit losses for the third quarter of 2013 included $19.6 million to replenish the allowance for credit losses for the charge-off of loans associated with the Asset Sale. The lower provision for credit losses for the fourth quarter of 2013 when compared to the third quarter of 2013 and the fourth quarter of 2012 was due to lower charge-offs and nonaccrual loans. Net charge-offs were $1.1 million for the fourth quarter of 2013, $26.9 million for the third quarter of 2013 ($19.6 million related to the Asset Sale) and $6.6 million for the fourth quarter of 2012. The charge offs in all three quarters were mainly real estate related loans. The ratio of annualized net charge-offs to average loans was 0.58% for the fourth quarter of 2013, 13.81% for the third quarter of 2013 and 3.29% for the fourth quarter of 2012. The ratio of the allowance for credit losses to period-end loans was 1.51% at December 31, 2013, 1.57% at September 30, 2013 and 2.04% at December 31, 2012.

At December 31, 2013, nonperforming assets excluding nonaccrual loans held for sale were $18.7 million, a decrease of $4.6 million, or 19.8%, when compared to September 30, 2013 and a decrease of $25.9 million, or 58.1%, when compared to December 31, 2012. Similarly, accruing troubled debt restructurings ("TDRs") excluding TDRs held for sale were $26.1 million at December 31, 2013, a decrease of $3.4 million, or 11.4%, when compared to September 30, 2013 and $26.3 million, or 50.2%, when compared to December 31, 2012. At December 31, 2013, the ratio of nonaccrual loans excluding nonaccrual loans held for sale to total assets was 1.39%, lower than the 1.66% and 3.08% at September 30, 2013 and December 31, 2012, respectively. Likewise, the ratio of accruing TDRs excluding TDRs held for sale to total assets at December 31, 2013 was 2.47%, decreasing from 2.80% at September 30, 2013 and 4.41% at December 31, 2012. When comparing December 31, 2013 to September 30, 2013, the positive trend in nonperforming assets and TDRs, as well as the corresponding asset quality ratios, was primarily due to the Company's continued focus on the resolution of its nonperforming assets and TDRs. When comparing December 31, 2013 to December 31, 2012, the positive trend in nonperforming assets and TDRs was mainly accomplished with the Asset Sale. See pages 4 and 9 of this release for additional detail.

Total noninterest income for the fourth quarter of 2013 decreased $577 thousand, or 12.0%, when compared to the third quarter of 2013. The decrease was primarily due to $265 thousand less in income from an insurance investment included in other noninterest income and $247 thousand less in insurance agency commissions. Total noninterest income for the fourth quarter of 2013 increased $1.6 million, or 61.7%, when compared to the fourth quarter of 2012. Included in other noninterest income for the fourth quarter of 2012 was a $1.3 million loss incurred to terminate a portion of the previously mentioned interest rate caps.

Total noninterest expense for the fourth quarter of 2013 increased $500 thousand, or 5.0%, when compared to the third quarter of 2013 primarily due to higher write-downs of other real estate owned ($152 thousand) and FDIC insurance premiums ($146 thousand). When compared to the fourth quarter of 2012, total noninterest expense for the fourth quarter of 2013 increased $783 thousand, or 8.1%, primarily due to higher FDIC insurance premiums ($226 thousand), salaries and benefits ($156 thousand) and write-downs of other real estate owned ($120 thousand).

Review of 2013 Financial Results

Net interest income for 2013 was $34.9 million, a decrease of $463 thousand, or 1.3%, when compared to 2012 due to a greater decline in interest income than the decline in interest expense. The decrease in interest income was primarily due to lower average balances of and yields earned on loans while the decrease in interest expense was primarily due to lower balances of and rates paid on money market and time deposits. However, the net interest margin improved to 3.48% for 2013 when compared to 3.23% for 2012.

The provisions for credit losses for 2013 and 2012 were $27.8 million and $27.7 million, respectively, while net charge-offs were $33.1 million and $26.0 million for 2013 and 2012, respectively. The ratio of annualized net charge-offs to average loans was 4.32% for 2013 and 3.20% for 2012.

Total noninterest income for 2013increased $1.7 million, or 10.8%, when compared to 2012. The increase was primarily due to higher insurance agency commissions ($833 thousand) and gains on sales of investment securities ($635 thousand), and fewer losses on sales of other real estate owned ($452 thousand), partially offset by lower service charges on deposit accounts ($180 thousand).

Total noninterest expense for 2013 increased $1.1 million, or 2.9%, when compared to 2012. The increase was primarily due to higher marketing expenses ($510 thousand) included in other noninterest expenses, FDIC insurance premiums ($433 thousand) and insurance agency commissions expense ($407 thousand). The increased marketing costs were mainly related to a branding project for the Company and its subsidiaries.

Shore Bancshares Information

Shore Bancshares, Inc. 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 two banks, The Talbot Bank of Easton, Maryland, and CNB; three insurance producer firms, The Avon-Dixon Agency, LLC, Elliott Wilson Insurance, LLC and Jack Martin and Associates, Inc; a wholesale insurance company, TSGIA, Inc; and an insurance premium finance company, Mubell Finance, LLC. Shore Bancshares, Inc. engages in the trust services business through the trust department at CNB under the name "Wye Financial & Trust". 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 risks and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. 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.




    Shore Bancshares, Inc.                                                                                                                                                         Page 4 of
                                                                                                                                                                                      13

    Financial Highlights

    (Dollars in thousands, except per share data)



                                                                                   For the Three Months
                                                                                           Ended          For the Twelve Months Ended

                                                                                       December 31,               December 31,
                                                                                       ------------               ------------

                                                                                                    2013                  2012  Change          2013            2012 Change
                                                                                                    ----                  ----  ------          ----            ---- ------

    PROFITABILITY FOR THE PERIOD

       Net interest income                                                                        $8,570                $8,381            2.3%         $34,876            $35,339         (1.3)%

       Provision for credit losses                                                                   474                 9,650          (95.1)          27,784             27,745           0.1

       Noninterest income                                                                          4,215                 2,606           61.7           17,459             15,758          10.8

       Noninterest expense                                                                        10,468                 9,685            8.1           40,686             39,555           2.9
                                                                                                  ------                 -----                          ------             ------

       Income (loss) before income taxes                                                           1,843                (8,348)         122.1          (16,135)           (16,203)          0.4

       Income tax expense (benefit)                                                                  668                (3,274)         120.4           (6,501)            (6,565)          1.0
                                                                                                     ---                ------                          ------             ------

       Net income (loss)                                                                          $1,175               $(5,074)         123.2          $(9,634)           $(9,638)            -
                                                                                                  ======               =======                         =======            =======



       Return on average assets                                                                     0.44%               (1.71)%           215  bp       (0.89)%            (0.82)%           (7) bp

       Return on average equity                                                                     4.50                (17.15)         2,165            (8.64)             (8.07)          (57)

       Return on average tangible equity (1)                                                        5.53                (19.73)         2,526            (9.92)             (9.14)          (78)

       Net interest margin                                                                          3.47                  3.02             45             3.48               3.23            25

       Efficiency ratio - GAAP                                                                     81.72                 87.89           (617)           77.59              77.17            42

       Efficiency ratio - Non-GAAP (1)                                                             81.14                 77.77            337            77.43              75.16           227



    PER SHARE DATA

       Basic net income (loss) per common share                                                    $0.14                $(0.60)         123.3%          $(1.14)            $(1.14)            -  %

       Diluted net income (loss) per common share                                                   0.14                 (0.60)         123.3            (1.14)             (1.14)            -

       Dividends paid per common share                                                                 -                     -              -                -               0.01        (100.0)

       Book value per common share at period end                                                   12.19                 13.48           (9.6)

       Tangible book value per common share at period end (1)                                      10.31                 11.56          (10.8)

       Market value at period end                                                                   9.22                  5.39           71.1

       Market range:

         High                                                                                       9.45                  6.98           35.4             9.45               7.45          26.8

         Low                                                                                        8.50                  4.65           82.8             5.20               4.65          11.8



    AVERAGE BALANCE SHEET DATA

       Loans                                                                                    $718,070              $799,512         (10.2)%        $764,659           $814,167         (6.1)%

       Securities                                                                                145,181               144,459            0.5          139,241            137,686           1.1

       Earning assets                                                                            982,519             1,108,585          (11.4)       1,006,311          1,097,851          (8.3)

       Assets                                                                                  1,060,315             1,183,135          (10.4)       1,081,127          1,172,452          (7.8)

       Deposits                                                                                  938,293             1,042,842          (10.0)         950,332          1,028,809          (7.6)

       Stockholders' equity                                                                      103,507               117,700          (12.1)         111,445            119,359          (6.6)



    CREDIT QUALITY DATA AT PERIOD END

       Net charge-offs                                                                            $1,050                $6,614         (84.1)%         $33,050            $26,042          26.9%


       Nonaccrual loans excluding nonaccrual loans held for sale (hfs)                           $14,626               $36,474          (59.9)

       Loans 90 days past due and still accruing                                                     270                   460          (41.3)

       Other real estate owned                                                                     3,779                 7,659          (50.7)
                                                                                                   -----                 -----

       Total nonperforming assets excluding nonaccrual loans hfs                                  18,675                44,593          (58.1)

       Nonaccrual loans hfs                                                                        3,521                     -              -
                                                                                                   -----                   ---

       Total nonperforming assets including nonaccrual loans hfs                                 $22,196               $44,593          (50.2)
                                                                                                 =======               =======


       Accruing troubled debt restructurings (TDRs)                                              $26,088               $52,353          (50.2)
                                                                                                 =======               =======


       Total nonperforming assets and accruing TDRs excluding nonaccrual loans hfs               $44,763               $96,946          (53.8)

       Nonaccrual loans hfs                                                                        3,521                     -              -
                                                                                                   -----                   ---

       Total nonperforming assets and accruing TDRs including nonaccrual loans hfs               $48,284               $96,946          (50.2)
                                                                                                 =======               =======


    (1) See the reconciliation table on page 13 of 13.



    Shore Bancshares, Inc.                                                                                                                                   Page 5 of
                                                                                                                                                                13

    Financial Highlights

    (Dollars in thousands, except per share data)



                                                                             For the Three Months  For the Twelve Months
                                                                                     Ended                Ended

                                                                                 December 31,         December 31,
                                                                                 ------------         ------------

                                                                                             2013          2012  Change          2013        2012 Change
                                                                                             ----          ----  ------          ----        ---- ------


    CAPITAL AND CREDIT QUALITY RATIOS

       Average equity to average assets                                                      9.76%         9.95%           (19) bp    10.31%          10.18%           13 bp

       Average tangible equity to average tangible assets (1)                                8.38          8.69            (31)        8.95            8.90             5


       Annualized net charge-offs to average loans                                           0.58          3.29           (271)        4.32            3.20           112


       Allowance for credit losses as a percent of:

       Period-end loans                                                                      1.51          2.04            (53)

       Nonaccrual loans excluding nonaccrual loans hfs                                      73.33         43.84          2,949

       Nonaccrual loans including nonaccrual loans hfs                                      59.10         43.84          1,526

       Nonperforming assets excluding nonaccrual loans hfs                                  57.43         35.86          2,157

       Nonperforming assets including nonaccrual loans hfs                                  48.32         35.86          1,246

       Accruing TDRs                                                                        41.11         30.54          1,057

       Nonperforming assets and accruing TDRs excluding nonaccrual loans hfs                23.96         16.49            747

       Nonperforming assets and accruing TDRs including nonaccrual loans hfs                22.21         16.49            572


       As a percent of total loans:

       Nonaccrual loans excluding nonaccrual loans hfs                                       2.05          4.65           (260)

       Accruing TDRs                                                                         3.66          6.67           (301)

       Nonaccrual loans and accruing TDRs excluding nonaccrual loans hfs                     5.71         11.32           (561)


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

       Nonperforming assets excluding nonaccrual loans hfs                                   2.61          5.63           (302)

       Nonperforming assets and accruing TDRs excluding nonaccrual loans hfs                 6.25         12.23           (598)


       As a percent of total assets:

       Nonaccrual loans excluding nonaccrual loans hfs                                       1.39          3.08           (169)

       Nonaccrual loans including nonaccrual loans hfs                                       1.72          3.08           (136)

       Nonperforming assets excluding nonaccrual loans hfs                                   1.77          3.76           (199)

       Nonperforming assets including nonaccrual loans hfs                                   2.11          3.76           (165)

       Accruing TDRs                                                                         2.47          4.41           (194)

       Nonperforming assets and accruing TDRs excluding nonaccrual loans hfs                 4.25          8.18           (393)

       Nonperforming assets and accruing TDRs including nonaccrual loans hfs                 4.58          8.18           (360)


    (1) See the reconciliation table on page 13 of 13.



    Shore Bancshares, Inc.                                                                                           Page 6 of 13

    Consolidated Balance Sheets

    (In thousands, except per share data)



                                                                                                      December 31, 2013

                                                           December 31,          December 31,            compared to

                                                                           2013                 2012  December 31, 2012
                                                                           ----                 ----  -----------------

    ASSETS

       Cash and due from banks                                          $21,238              $26,579                       (20.1)%

       Interest-bearing deposits with other banks                       109,384              164,864                        (33.7)

       Federal funds sold                                                   468                8,750                        (94.7)

       Investments available for sale (at fair value)                   147,101              145,508                          1.1

       Investments held to maturity                                       5,185                2,657                         95.1


       Loans held for sale                                                3,521                    -                            -


       Loans                                                            711,919              785,082                         (9.3)

       Less: allowance for credit losses                                (10,725)             (15,991)                       (32.9)
                                                                                             -------

       Loans, net                                                       701,194              769,091                         (8.8)
                                                                        -------              -------


       Premises and equipment, net                                       15,198               15,593                         (2.5)

       Goodwill                                                          12,454               12,454                            -

       Other intangible assets, net                                       3,520                3,816                         (7.8)

       Other real estate owned, net                                       3,779                7,659                        (50.7)

       Other assets                                                      31,082               28,836                          7.8
                                                                         ------               ------


                Total assets                                         $1,054,124           $1,185,807                        (11.1)
                                                                     ==========           ==========


    LIABILITIES

       Noninterest-bearing deposits                                    $172,797             $153,992                         12.2

       Interest-bearing deposits                                        760,671              895,281                        (15.0)
                                                                        -------              -------

             Total deposits                                             933,468            1,049,273                        (11.0)


       Short-term borrowings                                             10,140               13,761                        (26.3)

       Accrued expenses and other liabilities                             7,217                8,747                        (17.5)
                                                                          -----                -----

                Total liabilities                                       950,825            1,071,781                        (11.3)
                                                                        -------            ---------


    STOCKHOLDERS' EQUITY

       Common stock, par value $0.01; authorized

        35,000,000 shares                                                    85                   85                            -

       Additional paid in capital                                        32,207               32,155                          0.2

       Retained earnings                                                 71,444               81,078                        (11.9)

       Accumulated other comprehensive (loss) income                       (437)                 708                       (161.7)
                                                                           ----                  ---

                Total stockholders' equity                              103,299              114,026                         (9.4)
                                                                        -------              -------


                Total liabilities and stockholders' equity           $1,054,124           $1,185,807                        (11.1)
                                                                     ==========           ==========


    Period-end common shares outstanding                                  8,471                8,457                          0.2

    Book value per common share                                          $12.19               $13.48                         (9.6)



    Shore Bancshares, Inc.                                                                                                    Page 7 of
                                                                                                                                  13

    Consolidated Statements of Operations

    (In thousands, except per share data)



                                                        For the Three Months          For the Twelve Months
                                                              Ended                        Ended

                                                          December 31,                 December 31,
                                                          ------------                 ------------

                                                                   2013         2012      % Change             2013     2012  % Change
                                                                   ----         ----      --------             ----     ----  --------

    INTEREST INCOME

       Interest and fees on loans                                $9,242      $10,193                (9.3)%  $39,058  $42,698           (8.5)%

       Interest and dividends on investment securities:

          Taxable                                                   504          666                (24.3)    2,072    2,815           (26.4)

          Tax-exempt                                                  3           12                (75.0)       17      104           (83.7)

       Interest on federal funds sold                                 1            3                (66.7)        4       10           (60.0)

       Interest on deposits with other banks                         57           86                (33.7)      200      274           (27.0)
                                                                                 ---                                     ---

                Total interest income                             9,807       10,960                (10.5)   41,351   45,901            (9.9)
                                                                  -----                                      ------


    INTEREST EXPENSE

       Interest on deposits                                       1,230        2,570                (52.1)    6,448   10,501           (38.6)

       Interest on short-term borrowings                              7            9                (22.2)       27       45           (40.0)

       Interest on long-term debt                                     -            -                    -         -       16          (100.0)
                                                                    ---          ---                            ---      ---

                Total interest expense                            1,237        2,579                (52.0)    6,475   10,562           (38.7)
                                                                  -----        -----                          -----   ------


    NET INTEREST INCOME                                           8,570        8,381                  2.3    34,876   35,339            (1.3)

    Provision for credit losses                                     474        9,650                (95.1)   27,784   27,745             0.1
                                                                    ---        -----                         ------   ------


    NET INTEREST INCOME (LOSS) AFTER PROVISION

     FOR CREDIT LOSSES                                            8,096       (1,269)               738.0     7,092    7,594            (6.6)
                                                                  -----


    NONINTEREST INCOME

       Service charges on deposit accounts                          599          653                 (8.3)    2,371    2,551            (7.1)

       Trust and investment fee income                              429          365                 17.5     1,613    1,644            (1.9)

       Investment securities gains                                    -            -                    -       913      278           228.4

       Insurance agency commissions                               2,477        2,292                  8.1    10,647    9,814             8.5

       Loss on termination of cash flow hedge                         -       (1,339)               100.0    (1,306)  (1,339)            2.5

       Other noninterest income                                     710          635                 11.8     3,221    2,810            14.6
                                                                                 ---                                   -----

                Total noninterest income                          4,215        2,606                 61.7    17,459   15,758            10.8
                                                                  -----        -----                         ------   ------


    NONINTEREST EXPENSE

       Salaries and wages                                         4,336        4,240                  2.3    17,346   17,418            (0.4)

       Employee benefits                                            983          923                  6.5     4,094    3,994             2.5

       Occupancy expense                                            569          609                 (6.6)    2,344    2,559            (8.4)

       Furniture and equipment expense                              252          235                  7.2     1,020      963             5.9

       Data processing                                              773          654                 18.2     2,900    2,717             6.7

       Directors' fees                                               92          107                (14.0)      354      474           (25.3)

       Amortization of intangible assets                             74           74                    -       296      392           (24.5)

       Insurance agency commissions expense                         470          387                 21.4     1,798    1,391            29.3

       FDIC insurance premium expense                               613          387                 58.4     1,813    1,380            31.4

       Write-downs of other real estate owned                       371          251                 47.8     1,318    1,328            (0.8)

       Other noninterest expenses                                 1,935        1,818                  6.4     7,403    6,939             6.7
                                                                               -----                          -----    -----

                Total noninterest expense                        10,468        9,685                  8.1    40,686   39,555             2.9
                                                                 ------        -----                         ------   ------


    Income (loss) before income taxes                             1,843       (8,348)               122.1   (16,135) (16,203)            0.4

    Income tax expense (benefit)                                    668       (3,274)               120.4    (6,501)  (6,565)            1.0
                                                                              ------                         ------   ------


    NET INCOME (LOSS)                                            $1,175      $(5,074)               123.2   $(9,634) $(9,638)              -
                                                                 ======      =======                        =======  =======


    Weighted average shares outstanding - basic                   8,463        8,457                  0.1     8,461    8,457               -

    Weighted average shares outstanding - diluted                 8,474        8,457                  0.2     8,461    8,457               -


    Basic net income (loss) per common share                      $0.14       $(0.60)               123.3    $(1.14)  $(1.14)              -

    Diluted net income (loss) per common share                     0.14        (0.60)               123.3     (1.14)   (1.14)              -

    Dividends paid per common share                                   -            -                    -         -     0.01          (100.0)





    Shore Bancshares, Inc.                                                                                                                                                     Page 8 of
                                                                                                                                                                                   13

    Consolidated Average Balance Sheets

    (Dollars in thousands)



                                                For the Three Months Ended           For the Twelve Months Ended

                                                       December 31,                          December 31,
                                                       ------------                          ------------

                                                                     2013      2012                           2013            2012
                                                                     ----      ----                           ----            ----

                                                         Average           Yield/                  Average          Yield/         Average           Yield/   Average           Yield/

                                                         balance            rate                   balance           rate          balance            rate    balance            rate
                                                         -------            ----                   -------           ----          -------            ----    -------            ----

    Earning assets

       Loans                                                     $718,070      5.07%                      $799,512      5.09%              $764,659     5.11%        $814,167          5.26%

       Loans held for sale                                         15,047      2.38                              -         -                  3,857     2.34                -             -

       Investment securities

         Taxable                                                  144,699      1.38                        143,137      1.85                138,701     1.49          134,697          2.09

         Tax-exempt                                                   482      4.39                          1,322      5.05                    540     4.84            2,989          5.25

       Federal funds sold                                           2,692      0.06                          7,782      0.12                  3,850     0.10           10,185          0.10

       Interest-bearing deposits                                  101,529      0.22                        156,832      0.22                 94,704     0.21          135,813          0.20
                                                                  -------                                  -------                           ------                   -------

         Total earning assets                                     982,519      3.97%                     1,108,585      3.94%             1,006,311     4.12%       1,097,851          4.20%

    Cash and due from banks                                        20,900                                   21,258                           22,603                    20,256

    Other assets                                                   70,048                                   67,596                           67,724                    68,813

    Allowance for credit losses                                   (13,152)                                 (14,304)                         (15,511)                  (14,468)
                                                                                                                                            -------

    Total assets                                               $1,060,315                               $1,183,135                       $1,081,127                $1,172,452
                                                               ==========                               ==========                       ==========                ==========



    Interest-bearing liabilities

       Demand deposits                                           $176,492      0.15%                      $169,398      0.18%              $171,244     0.16%        $160,741          0.18%

       Money market and savings deposits (1)                      211,294      0.12                        281,593      1.21                221,808     0.49          279,126          1.17

       Certificates of deposit $100,000 or more                   190,117      1.16                        231,232      1.40                202,053     1.28          238,241          1.44

       Other time deposits                                        188,645      1.14                        204,213      1.59                195,045     1.29          204,644          1.70
                                                                  -------                                  -------                          -------                   -------

         Interest-bearing deposits                                766,548      0.64                        886,436      1.15                790,150     0.82          882,752          1.19

       Short-term borrowings                                       10,505      0.23                         13,573      0.27                 10,980     0.24           14,976          0.30

       Long-term debt                                                   -         -                              -         -                      -        -              341          4.61
                                                                      ---                                      ---                              ---                       ---

         Total interest-bearing liabilities                       777,053      0.63%                       900,009      1.14%               801,130     0.81%         898,069          1.18%

    Noninterest-bearing deposits                                  171,745                                  156,406                          160,182                   146,057

    Accrued expenses and other liabilities                          8,010                                    9,020                            8,370                     8,967

    Stockholders' equity                                          103,507                                  117,700                          111,445                   119,359
                                                                                                                                            -------

    Total liabilities and stockholders' equity                 $1,060,315                               $1,183,135                       $1,081,127                $1,172,452
                                                               ==========                               ==========                       ==========                ==========


    Net interest spread                                                        3.34%                                    2.80%                           3.31%                          3.02%

    Net interest margin                                                        3.47%                                    3.02%                           3.48%                          3.23%



      (1)   Interest
            on money
            market
            and
            savings
            deposits
            includes
            an
            adjustment
            to
            expense
            related
            to
            interest
            rate
            caps and
            the
            hedged
            deposits
            associated
            with
            them.
            Interest
            expense
            for the
            fourth
            quarter
            of 2013
            does not
            reflect
            this
            adjustment
            because
            the
            interest
            rate
            caps
            were
            terminated
            in June
            of 2013.
            However,
            this
            adjustment
            increased
            interest
            expense
            $552
            thousand
            for the
            fourth
            quarter
            of 2012,
            $695
            thousand
            for
            fiscal
            year
            2013 and
            $2.0
            million
            for
            fiscal
            year
            2012.



    Shore Bancshares, Inc.                                                                                                                                                                                      Page 9 of
                                                                                                                                                                                                                       13

    Financial Highlights By Quarter

    (Dollars in thousands, except per share data)



                                                                                            4th quarter       3rd quarter      2nd quarter      1st quarter      4th quarter         4Q 13                 4Q 13

                                                                                                        2013             2013             2013             2013             2012  compared to           compared to

                                                                                              (4Q 13)           (3Q 13)          (2Q 13)          (1Q 13)          (4Q 12)           3Q 13                 4Q 12
                                                                                              ------            ------           ------           ------           ------            -----                 -----

    PROFITABILITY FOR THE PERIOD

       Taxable-equivalent net interest income                                                         $8,595           $8,852           $9,028           $8,504           $8,413              (2.9)%                  2.2%

       Less: Taxable-equivalent adjustment                                                                25               24               27               27               32                4.2                 (21.9)
                                                                                                         ---              ---              ---              ---              ---

       Net interest income                                                                             8,570            8,828            9,001            8,477            8,381               (2.9)                  2.3

       Provision for credit losses                                                                       474           22,460            2,700            2,150            9,650              (97.9)                (95.1)

       Noninterest income                                                                              4,215            4,792            3,962            4,490            2,606              (12.0)                 61.7

       Noninterest expense                                                                            10,468            9,968            9,759           10,491            9,685                5.0                   8.1
                                                                                                      ------            -----            -----           ------            -----

       Income (loss) before income taxes                                                               1,843          (18,808)             504              326           (8,348)             109.8                 122.1

       Income tax expense (benefit)                                                                      668           (7,416)             143              104           (3,274)             109.0                 120.4
                                                                                                         ---           ------              ---              ---           ------

       Net income (loss)                                                                              $1,175         $(11,392)            $361             $222          $(5,074)             110.3                 123.2
                                                                                                      ======         ========             ====             ====          =======



       Return on average assets                                                                         0.44%          (4.24)%            0.13%            0.08%          (1.71)%               468  bp               215  bp

       Return on average equity                                                                         4.50           (39.68)            1.27             0.79           (17.15)             4,418                 2,165

       Return on average tangible equity (1)                                                            5.53           (46.03)            1.66             1.11           (19.73)             5,156                 2,526

       Net interest margin                                                                              3.47             3.54             3.60             3.30             3.02                 (7)                   45

       Efficiency ratio - GAAP                                                                         81.72            73.06            75.13            80.74            87.89                866                  (617)

       Efficiency ratio - Non-GAAP (1)                                                                 81.14            74.13            74.45            80.17            77.77                701                   337



    PER SHARE DATA

       Basic net income (loss) per common share                                                        $0.14           $(1.35)           $0.04            $0.03           $(0.60)             110.4%                123.3%

       Diluted net income (loss) per common share                                                       0.14            (1.35)            0.04             0.03            (0.60)             110.4                 123.3

       Dividends paid per common share                                                                     -                -                -                -                -                  -                     -

       Book value per common share at period end                                                       12.19            12.06            13.43            13.51            13.48                1.1                  (9.6)

       Tangible book value per common share at period end (1)                                          10.31            10.16            11.52            11.60            11.56                1.5                 (10.8)

       Market value at period end                                                                       9.22             8.80             7.36             6.79             5.39                4.8                  71.1

       Market range:

         High                                                                                           9.45             9.06             7.75             6.91             6.98                4.3                  35.4

         Low                                                                                            8.50             7.06             5.97             5.20             4.65               20.4                  82.8



    AVERAGE BALANCE SHEET DATA

       Loans                                                                                        $718,070         $772,008         $785,442         $783,757         $799,512              (7.0)%               (10.2)%

       Securities                                                                                    145,181          124,020          141,193          146,756          144,459               17.1                   0.5

       Earning assets                                                                                982,519          993,068        1,005,474        1,044,755        1,108,585               (1.1)                (11.4)

       Assets                                                                                      1,060,315        1,064,919        1,077,852        1,122,310        1,183,135               (0.4)                (10.4)

       Deposits                                                                                      938,293          932,867          943,577          987,325        1,042,842                0.6                 (10.0)

       Stockholders' equity                                                                          103,507          113,904          114,208          114,250          117,700               (9.1)                (12.1)



    CREDIT QUALITY DATA AT PERIOD END

       Net charge-offs                                                                                $1,050          $26,882           $2,712           $2,406           $6,614             (96.1)%               (84.1)%


       Nonaccrual loans excluding nonaccrual loans held for sale (hfs)                               $14,626          $17,501          $34,818          $31,813          $36,474              (16.4)                (59.9)

       Loans 90 days past due and still accruing                                                         270                9                3               22              460            2,900.0                 (41.3)

       Other real estate owned                                                                         3,779            5,776            6,408            8,366            7,659              (34.6)                (50.7)
                                                                                                       -----            -----            -----            -----            -----

       Total nonperforming assets excluding nonaccrual loans hfs                                      18,675           23,286           41,229           40,201           44,593              (19.8)                (58.1)

       Nonaccrual loans hfs                                                                            3,521            7,265                -                -                -              (51.5)                    -
                                                                                                       -----            -----              ---              ---              ---

       Total nonperforming assets including nonaccrual loans hfs                                     $22,196          $30,551          $41,229          $40,201          $44,593              (27.3)                (50.2)
                                                                                                     =======          =======          =======          =======          =======


       Accruing troubled debt restructurings (TDRs) excluding TDRs hfs                               $26,088          $29,439          $50,278          $52,545          $52,353              (11.4)                (50.2)

       Accruing TDRs hfs                                                                                   -           14,842                -                -                -             (100.0)                    -

       Total accruing TDRs including TDRs hfs                                                        $26,088          $44,281          $50,278          $52,545          $52,353              (41.1)                (50.2)
                                                                                                     =======          =======          =======          =======          =======


       Total nonperforming assets and accruing TDRs excluding nonaccrual loans and TDRs hfs          $44,763          $52,725          $91,507          $92,746          $96,946              (15.1)                (53.8)

       Nonaccrual loans and TDRs hfs                                                                   3,521           22,107                -                -                -              (84.1)                    -

       Total nonperforming assets and accruing TDRs including nonaccrual loans and TDRs hfs          $48,284          $74,832          $91,507          $92,746          $96,946              (35.5)                (50.2)
                                                                                                     =======          =======          =======          =======          =======


    (1) See the reconciliation table on page 13 of 13.



    Shore Bancshares, Inc.                                                                                                                                          Page 10 of
                                                                                                                                                                            13

    Financial Highlights By Quarter

    (Dollars in thousands, except per share data)



                                                                                                                                          4Q 13                 4Q 13

                                                                                                                                       compared to           compared to

                                                                                      4Q 13     3Q 13     2Q 13     1Q 13    4Q 12        3Q 13                 4Q 12
                                                                                      -----     -----     -----     -----    -----        -----                 -----

    CAPITAL AND CREDIT QUALITY RATIOS

       Average equity to average assets                                                   9.76%    10.70%    10.60%   10.18%     9.95%               (94) bp               (19) bp

       Average tangible equity to average tangible assets (1)                             8.38      9.33      9.23     8.86      8.69                (95)                  (31)


       Annualized net charge-offs to average loans                                        0.58     13.81      1.38     1.25      3.29             (1,323)                 (271)


       Allowance for credit losses as a percent of:

       Period-end loans                                                                   1.51      1.57      2.01     2.00      2.04                 (6)                  (53)

       Nonaccrual loans excluding nonaccrual loans hfs                                   73.33     64.57     45.16    49.46     43.84                876                 2,949

       Nonaccrual loans including nonaccrual loans hfs                                   59.10     45.63     45.16    49.46     43.84              1,347                 1,526

       Nonperforming assets excluding nonaccrual loans hfs                               57.43     48.53     38.14    39.14     35.86                890                 2,157

       Nonperforming assets including nonaccrual loans hfs                               48.32     36.99     38.14    39.14     35.86              1,133                 1,246

       Accruing TDRs excluding TDRs hfs                                                  41.11     38.39     31.27    29.95     30.54                272                 1,057

       Accruing TDRs including TDRs hfs                                                  41.11     25.52     31.27    29.95     30.54              1,559                 1,057

       Nonperforming assets and accruing TDRs excluding nonaccrual loans and TDRs hfs    23.96     21.43     17.18    16.97     16.49                253                   747

       Nonperforming assets and accruing TDRs including nonaccrual loans and TDRs hfs    22.21     15.10     17.18    16.97     16.49                711                   572


       As a percent of total loans:

       Nonaccrual loans excluding nonaccrual loans hfs                                    2.05      2.44      4.45     4.05      4.65                (39)                 (260)

       Accruing TDRs excluding TDRs hfs                                                   3.66      4.10      6.43     6.69      6.67                (44)                 (301)

       Nonaccrual loans and accruing TDRs excluding nonaccrual loans and TDRs hfs         5.71      6.54     10.88    10.74     11.32                (83)                 (561)


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

       Nonperforming assets excluding nonaccrual loans hfs                                2.61      3.21      5.23     5.06      5.63                (60)                 (302)

       Nonperforming assets and accruing TDRs excluding nonaccrual loans and TDRs hfs     6.25      7.28     11.60    11.68     12.23               (103)                 (598)


       As a percent of total assets:

       Nonaccrual loans excluding nonaccrual loans hfs                                    1.39      1.66      3.30     2.88      3.08                (27)                 (169)

       Nonaccrual loans including nonaccrual loans hfs                                    1.72      2.36      3.30     2.88      3.08                (64)                 (136)

       Nonperforming assets excluding nonaccrual loans hfs                                1.77      2.21      3.91     3.64      3.76                (44)                 (199)

       Nonperforming assets including nonaccrual loans hfs                                2.11      2.91      3.91     3.64      3.76                (80)                 (165)

       Accruing TDRs excluding TDRs hfs                                                   2.47      2.80      4.77     4.76      4.41                (33)                 (194)

       Accruing TDRs including TDRs hfs                                                   2.47      4.21      4.77     4.76      4.41               (174)                 (194)

       Nonperforming assets and accruing TDRs excluding nonaccrual loans and TDRs hfs     4.25      5.01      8.68     8.40      8.18                (76)                 (393)

       Nonperforming assets and accruing TDRs including nonaccrual loans and TDRs hfs     4.58      7.12      8.68     8.40      8.18               (254)                 (360)


    (1) See the reconciliation table on page 13 of 13.



    Shore Bancshares, Inc.                                                                                                                     Page 11 of
                                                                                                                                                       13

    Consolidated Statements of Operations By Quarter

    (In thousands, except per share data)



                                                                                                                        4Q 13              4Q 13

                                                                                                                     compared to        compared to

                                                        4Q 13      3Q 13         2Q 13        1Q 13     4Q 12           3Q 13              4Q 12
                                                        -----      -----         -----        -----     -----           -----              -----

    INTEREST INCOME

       Interest and fees on loans                           $9,242       $9,767      $10,142     $9,907     $10,193              (5.4)%             (9.3)%

       Interest and dividends on investment securities:

          Taxable                                              504          357          568        643         666               41.2              (24.3)

          Tax-exempt                                             3            5            4          5          12              (40.0)             (75.0)

       Interest on federal funds sold                            1            -            1          2           3                  -              (66.7)

       Interest on deposits with other banks                    57           53           40         50          86                7.5              (33.7)
                                                               ---          ---          ---        ---         ---

                Total interest income                        9,807       10,182       10,755     10,607      10,960               (3.7)             (10.5)


    INTEREST EXPENSE

       Interest on deposits                                  1,230        1,348        1,748      2,122       2,570               (8.8)             (52.1)

       Interest on short-term borrowings                         7            6            6          8           9               16.7              (22.2)
                                                               ---          ---          ---        ---         ---

                Total interest expense                       1,237        1,354        1,754      2,130       2,579               (8.6)             (52.0)
                                                             -----        -----        -----      -----       -----


    NET INTEREST INCOME                                      8,570        8,828        9,001      8,477       8,381               (2.9)               2.3

    Provision for credit losses                                474       22,460        2,700      2,150       9,650              (97.9)             (95.1)
                                                               ---       ------        -----      -----       -----


    NET INTEREST INCOME (LOSS) AFTER PROVISION

     FOR CREDIT LOSSES                                       8,096      (13,632)       6,301      6,327      (1,269)             159.4              738.0


    NONINTEREST INCOME

       Service charges on deposit accounts                     599          600          600        572         653               (0.2)              (8.3)

       Trust and investment fee income                         429          401          393        390         365                7.0               17.5

       Investment securities gains                               -            -          913          -           -                  -                  -

       Insurance agency commissions                          2,477        2,724        2,633      2,813       2,292               (9.1)               8.1

       Loss on termination of cash flow hedge                    -            -       (1,306)         -      (1,339)                 -              100.0

       Other noninterest income                                710        1,067          729        715         635              (33.5)              11.8
                                                                          -----          ---        ---         ---

                Total noninterest income                     4,215        4,792        3,962      4,490       2,606              (12.0)              61.7
                                                             -----        -----        -----      -----       -----


    NONINTEREST EXPENSE

       Salaries and wages                                    4,336        4,420        4,307      4,283       4,240               (1.9)               2.3

       Employee benefits                                       983          971        1,006      1,134         923                1.2                6.5

       Occupancy expense                                       569          566          612        597         609                0.5               (6.6)

       Furniture and equipment expense                         252          275          243        250         235               (8.4)               7.2

       Data processing                                         773          718          706        703         654                7.7               18.2

       Directors' fees                                          92           86           55        121         107                7.0              (14.0)

       Amortization of intangible assets                        74           74           74         74          74                  -                  -

       Insurance agency commissions expense                    470          409          458        461         387               14.9               21.4

       FDIC insurance premium expense                          613          467          367        366         387               31.3               58.4

       Write-downs of other real estate owned                  371          219           56        672         251               69.4               47.8

       Other noninterest expenses                            1,935        1,763        1,875      1,830       1,818                9.8                6.4
                                                             -----        -----        -----      -----       -----

                Total noninterest expense                   10,468        9,968        9,759     10,491       9,685                5.0                8.1
                                                            ------        -----        -----     ------       -----


    Income (loss) before income taxes                        1,843      (18,808)         504        326      (8,348)             109.8              122.1

    Income tax expense (benefit)                               668       (7,416)         143        104      (3,274)             109.0              120.4
                                                               ---       ------          ---        ---      ------


    NET INCOME (LOSS)                                       $1,175     $(11,392)        $361       $222     $(5,074)             110.3              123.2
                                                            ======     ========         ====       ====     =======


    Weighted average shares outstanding - basic              8,463        8,461        8,461      8,458       8,457                  -                0.1

    Weighted average shares outstanding - diluted            8,474        8,461        8,465      8,458       8,457                0.2                0.2


    Basic net income (loss) per common share                 $0.14       $(1.35)       $0.04      $0.03      $(0.60)             110.4              123.3

    Diluted net income (loss) per common share                0.14        (1.35)        0.04       0.03       (0.60)             110.4              123.3

    Dividends paid per common share                              -            -            -          -           -                  -                  -





    Shore Bancshares, Inc.                                                                                                                                                                                        Page 12 of
                                                                                                                                                                                                                    13

    Consolidated Average Balance Sheets By Quarter

    (Dollars in thousands)



                                                                                                                                                                                          Average balance
                                                                                                                                                                                          ---------------

                                                                                                                                                                                               4Q 13              4Q 13

                                                                                                                                                                                            compared to        compared to

                                                    4Q 13             3Q 13     2Q 13            1Q 13     4Q 12             3Q 13                    4Q 12
                                                    -----             -----     -----            -----     -----             -----                    -----

                                                   Average           Yield/    Average          Yield/    Average          Yield/   Average          Yield/    Average          Yield/

                                                   balance            rate     balance           rate     balance           rate    balance           rate     balance           rate
                                                   -------            ----     -------           ----     -------           ----    -------           ----     -------           ----

    Earning assets

       Loans                                               $718,070      5.07%        $772,008      5.03%        $785,442     5.19%        $783,757      5.14%        $799,512      5.09%               (7.0)%            (10.2)%

       Loans held for sale                                   15,047      2.38                -         -                -        -                -         -                -         -                    -                  -

       Investment securities

         Taxable                                            144,699      1.38          123,499      1.15          140,614     1.62          146,176      1.78          143,137      1.85                 17.2                1.1

         Tax-exempt                                             482      4.39              521      5.27              579     4.81              580      4.85            1,322      5.05                 (7.5)             (63.5)

       Federal funds sold                                     2,692      0.06            1,618      0.07            2,992     0.10            8,184      0.11            7,782      0.12                 66.4              (65.4)

       Interest-bearing deposits                            101,529      0.22           95,422      0.22           75,847     0.21          106,058      0.19          156,832      0.22                  6.4              (35.3)
                                                            -------                     ------                     ------                   -------                    -------

         Total earning assets                               982,519      3.97%         993,068      4.08%       1,005,474     4.30%       1,044,755      4.13%       1,108,585      3.94%                (1.1)             (11.4)

    Cash and due from banks                                  20,900                     22,088                     22,510                    24,966                     21,258                           (5.4)              (1.7)

    Other assets                                             70,048                     65,001                     66,967                    69,185                     67,596                            7.8                3.6

    Allowance for credit losses                             (13,152)                   (15,238)                   (17,099)                  (16,596)                   (14,304)                         (13.7)              (8.1)

    Total assets                                         $1,060,315                 $1,064,919                 $1,077,852                $1,122,310                 $1,183,135                           (0.4)             (10.4)
                                                         ==========                 ==========                 ==========                ==========                 ==========



    Interest-bearing liabilities

       Demand deposits                                     $176,492      0.15%        $172,143      0.16%        $162,589     0.15%        $173,714      0.17%        $169,398      0.18%                 2.5                4.2

       Money market and savings deposits (1)                211,294      0.12          207,162      0.12          225,117     0.67          244,182      0.97          281,593      1.21                  2.0              (25.0)

       Certificates of deposit $100,000 or more             190,117      1.16          198,495      1.23          203,641     1.32          216,288      1.39          231,232      1.40                 (4.2)             (17.8)

       Other time deposits                                  188,645      1.14          192,878      1.24          197,644     1.30          201,171      1.47          204,213      1.59                 (2.2)              (7.6)
                                                            -------                    -------                    -------                   -------                    -------

         Interest-bearing deposits                          766,548      0.64          770,678      0.69          788,991     0.89          835,355      1.03          886,436      1.15                 (0.5)             (13.5)

       Short-term borrowings                                 10,505      0.23           10,695      0.23           10,752     0.24           11,987      0.27           13,573      0.27                 (1.8)             (22.6)
                                                             ------                     ------                     ------                    ------                     ------

         Total interest-bearing liabilities                 777,053      0.63%         781,373      0.69%         799,743     0.88%         847,342      1.02%         900,009      1.14%                (0.6)             (13.7)

    Noninterest-bearing deposits                            171,745                    162,189                    154,586                   151,970                    156,406                            5.9                9.8

    Accrued expenses and other liabilities                    8,010                      7,453                      9,315                     8,748                      9,020                            7.5              (11.2)

    Stockholders' equity                                    103,507                    113,904                    114,208                   114,250                    117,700                           (9.1)             (12.1)

    Total liabilities and stockholders' equity           $1,060,315                 $1,064,919                 $1,077,852                $1,122,310                 $1,183,135                           (0.4)             (10.4)
                                                         ==========                 ==========                 ==========                ==========                 ==========


    Net interest spread                                                  3.34%                      3.39%                     3.42%                      3.11%                      2.80%

    Net interest margin                                                  3.47%                      3.54%                     3.60%                      3.30%                      3.02%



      (1)   Interest
            on money
            market
            and
            savings
            deposits
            includes
            an
            adjustment
            to
            expense
            related
            to
            interest
            rate
            caps and
            the
            hedged
            deposits
            associated
            with
            them.
            Interest
            expense
            for the
            fourth
            and
            third
            quarters
            of 2013
            does not
            reflect
            this
            adjustment
            because
            the
            interest
            rate
            caps
            were
            terminated
            in June
            of 2013.
            However,
            this
            adjustment
            increased
            interest
            expense
            $279
            thousand
            for the
            second
            quarter
            of 2013,
            $416
            thousand
            for the
            first
            quarter
            of 2013
            and $552
            thousand
            for the
            fourth
            quarter
            of 2012.



    Shore Bancshares, Inc.                                                                                                                                                                                                                                           Page 13 of
                                                                                                                                                                                                                                                                       13

    Reconciliation of Generally Accepted Accounting Principles (GAAP)

    and Non-GAAP Measures

    (In thousands, except per share data)


                                                                                                                                                                                                                                                     YTD              YTD

                                                                                                                                                                    4Q 13            3Q 13           2Q 13           1Q 13           4Q 12               12/31/2013      12/31/2012
                                                                                                                                                                    -----            -----           -----           -----           -----               ----------      ----------


    The following reconciles return on average equity and return on

     average tangible equity (Note 1):


    Net income (loss)                                                                                                                                                        $1,175        $(11,392)           $361            $222         $(5,074)        $(9,634)        $(9,638)
                                                                                                                                                                             ======        ========            ====            ====         =======         =======         =======

    Net income (loss) - annualized (A)                                                                                                                                       $4,662        $(45,197)         $1,448            $900        $(20,186)        $(9,634)        $(9,638)
                                                                                                                                                                             ======        ========          ======            ====        ========         =======         =======


    Net income (loss), excluding net amortization of intangible assets                                                                                                       $1,220        $(11,347)           $406            $267         $(5,029)        $(9,455)        $(9,401)
                                                                                                                                                                             ======        ========            ====            ====         =======         =======         =======


    Net income (loss), excluding net amortization of intangible

     assets - annualized (B)                                                                                                                                                 $4,840        $(45,018)         $1,628          $1,083        $(20,007)        $(9,455)        $(9,401)
                                                                                                                                                                             ======        ========          ======          ======        ========         =======         =======


    Average stockholders' equity (C)                                                                                                                                       $103,507        $113,904        $114,208        $114,250        $117,700        $111,445        $119,359

    Less: Average goodwill and other intangible assets                                                                                                                      (16,018)        (16,092)        (16,166)        (16,242)        (16,313)        (16,129)        (16,454)
                                                                                                                                                                            -------         -------         -------         -------         -------         -------         -------

    Average tangible equity (D)                                                                                                                                             $87,489         $97,812         $98,042         $98,008        $101,387         $95,316        $102,905
                                                                                                                                                                            =======         =======         =======         =======        ========         =======        ========


    Return on average equity (GAAP) (A)/(C)                                                                                                                                    4.50%        (39.68)%           1.27%           0.79%        (17.15)%         (8.64)%         (8.07)%
                                                                                                                                                                               ====         =======            ====            ====         =======          ======          ======

    Return on average tangible equity (Non-GAAP) (B)/(D)                                                                                                                       5.53%        (46.03)%           1.66%           1.11%        (19.73)%         (9.92)%         (9.14)%
                                                                                                                                                                               ====         =======            ====            ====         =======          ======          ======



    The following reconciles GAAP efficiency ratio and non-GAAP

     efficiency ratio (Note 2):


    Noninterest expense (E)                                                                                                                                                 $10,468          $9,968          $9,759         $10,491          $9,685         $40,686         $39,555

    Less: Amortization of intangible assets                                                                                                                                     (74)            (74)            (74)            (74)            (74)           (296)           (392)

              Other nonrecurring adjustments                                                                                                                                      -               -              49               -               -              49               -

    Adjusted noninterest expense (F)                                                                                                                                        $10,394          $9,894          $9,734         $10,417          $9,611         $40,439         $39,163
                                                                                                                                                                            =======          ======          ======         =======          ======         =======         =======


    Taxable-equivalent net interest income (G)                                                                                                                               $8,595          $8,852          $9,028          $8,504          $8,413         $34,979         $35,502

    Nonrecurring adjustment                                                                                                                                                       -               -            (308)              -               -            (308)              -

    Taxable-equivalent net interest income excluding nonrecurring adjustment (H)                                                                                             $8,595          $8,852          $8,720          $8,504          $8,413         $34,671         $35,502
                                                                                                                                                                             ======          ======          ======          ======          ======         =======         =======


    Noninterest income (I)                                                                                                                                                   $4,215          $4,792          $3,962          $4,490          $2,606         $17,459         $15,758

    Less: Investment securities (gains)/losses                                                                                                                                    -               -            (913)              -               -            (913)           (278)

              Other nonrecurring (gains)/losses                                                                                                                                   -            (297)          1,306               -           1,339           1,009           1,122

    Adjusted noninterest income (J)                                                                                                                                          $4,215          $4,495          $4,355          $4,490          $3,945         $17,555         $16,602
                                                                                                                                                                             ======          ======          ======          ======          ======         =======         =======


    Efficiency ratio (GAAP) (E)/(G)+(I)                                                                                                                                       81.72%          73.06%          75.13%          80.74%          87.89%          77.59%          77.17%
                                                                                                                                                                              =====           =====           =====           =====           =====           =====           =====

    Efficiency ratio (Non-GAAP) (F)/(H)+(J)                                                                                                                                   81.14%          74.13%          74.45%          80.17%          77.77%          77.43%          75.16%
                                                                                                                                                                              =====           =====           =====           =====           =====           =====           =====



    The following reconciles book value per common share and tangible

     book value per common share (Note 1):


    Stockholders' equity (K)                                                                                                                                               $103,299        $102,001        $113,594        $114,348        $114,026

    Less: Goodwill and other intangible assets                                                                                                                              (15,974)        (16,048)        (16,122)        (16,196)        (16,270)
                                                                                                                                                                            -------         -------         -------         -------         -------

    Tangible equity (L)                                                                                                                                                     $87,325         $85,953         $97,472         $98,152         $97,756
                                                                                                                                                                            =======         =======         =======         =======         =======


    Shares outstanding (M)                                                                                                                                                    8,471           8,461           8,461           8,461           8,457
                                                                                                                                                                              =====           =====           =====           =====           =====


    Book value per common share (GAAP) (K)/(M)                                                                                                                               $12.19          $12.06          $13.43          $13.51          $13.48
                                                                                                                                                                             ======          ======          ======          ======          ======

    Tangible book value per common share (Non-GAAP) (L)/(M)                                                                                                                  $10.31          $10.16          $11.52          $11.60          $11.56
                                                                                                                                                                             ======          ======          ======          ======          ======



    The following reconciles average equity to average assets and

     average tangible equity to average tangible assets (Note 1):


    Average stockholders' equity (N)                                                                                                                                       $103,507        $113,904        $114,208        $114,250        $117,700        $111,445        $119,359

    Less: Average goodwill and other intangible assets                                                                                                                      (16,018)        (16,092)        (16,166)        (16,242)        (16,313)        (16,129)        (16,454)
                                                                                                                                                                            -------         -------         -------         -------         -------         -------         -------

    Average tangible equity (O)                                                                                                                                             $87,489         $97,812         $98,042         $98,008        $101,387         $95,316        $102,905
                                                                                                                                                                            =======         =======         =======         =======        ========         =======        ========


    Average assets (P)                                                                                                                                                   $1,060,315      $1,064,919      $1,077,852      $1,122,310      $1,183,135      $1,081,127      $1,172,452

    Less: Average goodwill and other intangible assets                                                                                                                      (16,018)        (16,092)        (16,166)        (16,242)        (16,313)        (16,129)        (16,454)
                                                                                                                                                                            -------         -------         -------         -------         -------         -------         -------

    Average tangible assets (Q)                                                                                                                                          $1,044,297      $1,048,827      $1,061,686      $1,106,068      $1,166,822      $1,064,998      $1,155,998
                                                                                                                                                                         ==========      ==========      ==========      ==========      ==========      ==========      ==========


    Average equity/average assets (GAAP) (N)/(P)                                                                                                                               9.76%          10.70%          10.60%          10.18%           9.95%          10.31%          10.18%
                                                                                                                                                                               ====           =====           =====           =====            ====           =====           =====

    Average tangible equity/average tangible assets (Non-GAAP) (O)/(Q)                                                                                                         8.38%           9.33%           9.23%           8.86%           8.69%           8.95%           8.90%
                                                                                                                                                                               ====            ====            ====            ====            ====            ====            ====



    Note 1: Management believes that reporting tangible equity and tangible assets more closely approximates the adequacy of capital for regulatory purposes.


    Note 2: Management believes that reporting the non-GAAP efficiency ratio more closely measures its effectiveness of controlling cash-based operating activities.

SOURCE Shore Bancshares, Inc.