UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q


(Mark
      One)x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended
                March
      31, 2009ORo
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from _____________________ to
________________________




Commission File Number
000-51078


LINCOLN
      PARK BANCORP(Exact
      name of registrant as specified in its
charter)




FEDERAL
                
                61-1479859(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      Number)




31
      Boonton Turnpike, Lincoln Park, New Jersey
                
                07035(Address
      of principal executive offices)
                
                (Zip
      Code)




Registrant’s
      telephone number,including
      area code
              (973)
      694-0330




None(Former
      name, former address and former fiscal year, if changed since last
      report)




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




Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). Yes o
No o




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


Larger
      Accelerated Filer
                o
                
                Accelerated
      Filer
                oNon-Accelerated
      Filer
                o
                (Do
      not check if a smaller reporting company)
                Smaller
      Reporting Company
                x




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




The
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 1,803,245 shares of common stock, par value $.01
per share, as of May 14, 2009.







LINCOLN
PARK BANCORP AND SUBSIDIARY




INDEX


Page
                  NumberPART
      I - FINANCIAL INFORMATIONItem
      1:
                
                Financial
      StatementsConsolidated
      Statements of Financial Condition at March 31, 2009 and December 31, 2008
      (Unaudited)
                
                3Consolidated
      Statements of Operations for the Three Months Ended March 31, 2009 and
      2008 (Unaudited)
                
                4Consolidated
      Statements of Changes in Stockholders’ Equity for the Three Months Ended
      March 31, 2009 and 2008 (Unaudited)
                
                5Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2009 and
      2008 (Unaudited)
                
                6Notes
      to Consolidated Financial Statements (Unaudited)
                
                7 –
      13Item
      2:
                
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                
                14
      –20Item
      3:
                
                Quantitative
      and Qualitative Disclosure About Market Risk
                
                21Item
      4T:
                
                Controls
      and Procedures
                
                21PART
      II - OTHER INFORMATION
                
                22
      – 23Item
      1:
                
                Legal
      Proceedings
                
                22Item
      1A:
                
                Risk
      Factors
                
                22Item
      2:
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                22Item
      3:
                
                Defaults
      Upon Senior Securities
                
                23Item
      4:
                
                Submission
      of Matters to a Vote of Security Holders
                
                23Item
      5:
                
                Other
      Information
                
                23Item
      6:
                
                Exhibits
                
                23SIGNATURES
                
                24


2




PART I
–FINANCIAL INFORMATION




LINCOLN
PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION


(Unaudited)




ITEM
      1.
              FINANCIAL
      STATEMENTS




March
      31,
                          2009
                        
                        
                        December
      31,
                          2008(In
      thousands, except for share and
                          per
      share amounts)ASSETSCash
      and amounts due from depository institutions
                        
                        $
                        1,588
                        
                        
                        $
                        1,365Interest-bearing
      deposits in other banks
                        
                        
                        4,257
                        
                        
                        
                        2,728Total
      cash and cash equivalents
                        
                        
                        5,845
                        
                        
                        
                        4,093Term
      deposits
                        
                        
                        —
                        
                        
                        
                        —Securities
      available for sale
                        
                        
                        8,973
                        
                        
                        
                        10,175Securities
      held to maturity, fair value $42,439 and$43,201,
      respectively
                        
                        
                        42,883
                        
                        
                        
                        43,524Loans
      receivable, net of allowance for loan losses of $339 and $301,
      respectively
                        
                        
                        75,495
                        
                        
                        
                        74,482Premises
      and equipment
                        
                        
                        1,544
                        
                        
                        
                        1,540Federal
      Home Loan Bank of New York stock, at cost
                        
                        
                        2,290
                        
                        
                        
                        2,403Interest
      receivable
                        
                        
                        619
                        
                        
                        
                        681Other
      assets
                        
                        
                        580
                        
                        
                        
                        522Total
      assets
                        
                        $
                        138,229
                        
                        
                        $
                        137,420LIABILITIES
      AND STOCKHOLDERS’ EQUITYLiabilities:Deposits:Non-interest
      bearing deposits
                        
                        $
                        3,072
                        
                        
                        $
                        3,069Interest
      bearing deposits
                        
                        
                        73,245
                        
                        
                        
                        69,920Total
      deposits
                        
                        
                        76,317
                        
                        
                        
                        72,989Short-term
      advances from the FHLB
                        
                        
                        —
                        
                        
                        
                        1,000Long-term
      advances from FHLB
                        
                        
                        47,491
                        
                        
                        
                        48,996Advance
      payments by borrowers for taxes and insurance
                        
                        
                        449
                        
                        
                        
                        421Other
      liabilities
                        
                        
                        762
                        
                        
                        
                        902Total
      liabilities
                        
                        
                        125,019
                        
                        
                        
                        124,308Stockholders’
      equity:Preferred
      stock; no par value; 1,000,000 shares authorized; none issued or
      outstanding
                        
                        
                        —
                        
                        
                        
                        —Common
      stock; $.01 par value; 5,000,000 shares authorized; 1,851,500 shares
      issued; 1,803,245 and 1,825,845 shares, respectively,
      outstanding
                        
                        
                        19
                        
                        
                        
                        19Additional
      paid-in capital
                        
                        
                        7,649
                        
                        
                        
                        7,631Retained
      earnings
                        
                        
                        6,333
                        
                        
                        
                        6,264Unearned
      ESOP shares
                        
                        
                        (303
                        )
                        
                        
                        (308
                        )Treasury
      stock; 48,255 and 25,655 shares, respectively, at cost
                        
                        
                        (338
                        )
                        
                        
                        (338
                        )Accumulated
      other comprehensive loss
                        
                        
                        (150
                        )
                        
                        
                        (156
                        )Total
      stockholders’ equity
                        
                        
                        13,210
                        
                        
                        
                        13,112Total
      liabilities and stockholders’ equity
                        
                        $
                        138,229
                        
                        
                        $
                        137,420




See notes
to consolidated financial statements.


3




LINCOLN
      PARK BANCORP AND SUBSIDIARYCONSOLIDATED
      STATEMENTS OF OPERATIONS(Unaudited)




Three
      Months Ended
                    March
      31,2009
                  
                  
                  2008(In
      thousands, except for per
                    share
      amounts)Interest
      income:Loans,
      including fees
                  
                  $
                  1,020
                  
                  
                  $
                  1,046Securities
                  
                  
                  763
                  
                  
                  
                  285Other
      interest-earning assets
                  
                  
                  —
                  
                  
                  
                  17Total
      interest income
                  
                  
                  1,783
                  
                  
                  
                  1,348Interest
      expense:Deposits
                  
                  
                  458
                  
                  
                  
                  556Advances
      and other borrowed money
                  
                  
                  461
                  
                  
                  
                  217Total
      interest expense
                  
                  
                  919
                  
                  
                  
                  773Net
      interest income
                  
                  
                  864
                  
                  
                  
                  575Provision
      for loan losses
                  
                  
                  40
                  
                  
                  
                  20Net
      interest income after provision for loan losses
                  
                  
                  824
                  
                  
                  
                  555Non-interest
      income:Fees
      and service charges
                  
                  
                  24
                  
                  
                  
                  23Impairment
      (loss) on securities available for sale
                  
                  
                  (51
                  )
                  
                  
                  —Gain
      (loss) on sale/call of held to maturity securities
                  
                  
                  10
                  
                  
                  
                  (1
                  )Miscellaneous
                  
                  
                  5
                  
                  
                  
                  6Total
      non-interest income (loss)
                  
                  
                  (12
                  )
                  
                  
                  28Non-interest
      expenses:Salaries
      and employee benefits
                  
                  
                  318
                  
                  
                  
                  268Net
      occupancy expense of premises
                  
                  
                  52
                  
                  
                  
                  37Equipment
                  
                  
                  81
                  
                  
                  
                  76Advertising
                  
                  
                  10
                  
                  
                  
                  10Audit
      and accounting
                  
                  
                  42
                  
                  
                  
                  11Legal
      Fees
                  
                  
                  15
                  
                  
                  
                  15Federal
      insurance premium
                  
                  
                  15
                  
                  
                  
                  2Miscellaneous
                  
                  
                  157
                  
                  
                  
                  168Total
      non-interest expenses
                  
                  
                  690
                  
                  
                  
                  587Income
      (loss) before income taxes
                  
                  
                  122
                  
                  
                  
                  (4
                  )Income
      tax expense (benefit)
                  
                  
                  50
                  
                  
                  
                  (2
                  )Net
      (loss) income
                  
                  $
                  72
                  
                  
                  $
                  (2
                  )Net
      (loss) income per common share:Basic
      and diluted
                  
                  $
                  0.04
                  
                  
                  $
                  —Weighted
      average number of common shares andcommon
      stock equivalents outstanding:Basic
                  
                  
                  1,751
                  
                  
                  
                  1,768Diluted
                  
                  
                  1,751
                  
                  
                  
                  1,768
   4




LINCOLN
PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


(Unaudited)


Common
                                                                                                                                                                                                            Stock
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          Paid-in
                                                                                                                                                                                                            Capital
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          Retained
                                                                                                                                                                                                            Earnings
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          Unearned
                                                                                                                                                                                                            ESOP
                                                                                                                                                                                                            Shares
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          Treasury
                                                                                                                                                                                                            Stock
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          Accumulated
                                                                                                                                                                                                            Other
                                                                                                                                                                                                            Comprehensive
                                                                                                                                                                                                            Loss
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          Total(In
      thousands)Balance
      at December 31, 2007
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          19
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          7,558
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          6,307
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (328
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (200
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (210
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          13,146Comprehensive
      loss:Net
      loss for the three months ended March 31, 2008
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (2
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (2
                                                                                                                                                                                                          )Other
      comprehensive income (loss):Unrealized
      holding loss on securities available for sale, net of deferred taxes
      $0
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (39
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (39
                                                                                                                                                                                                          )Directors’
      retirement plan, net of deferred taxes $3
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          4
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          4Total
      Comprehensive Loss
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (37
                                                                                                                                                                                                          )ESOP
      Shares Released
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (2
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          5
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          3Restricted
      stock earned
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9Stock
      options earned
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9Balance
      March 31, 2008
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          19
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          7,576
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          6,303
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (323
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (200
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (245
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          13,130Balance
      at December 31, 2008
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          19
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          7,631
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          6,264
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (308
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (338
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (156
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          13,112Comprehensive
      income:Net
      Income for the three months ended March 31, 2009
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          72
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          72Other
      comprehensive income (loss):Impairment
      loss recognized on available for sale equity securities (no tax
      effect)
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          51
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          51Unrealized
      holding loss on securities available for sale net of deferred tax benefit
      $16
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (49
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (49
                                                                                                                                                                                                          )Directors’
      retirement plan, net of deferred taxes $3
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          4
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          4Total
      Comprehensive Income
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          78ESOP
      shares released
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          (3
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          5
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          2Restricted
      stock earned
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9Stock
      options earned
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          9Balance
      March 31, 2009
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          19
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          7,649
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          6,333
                                                                                                                                                                                                          
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (303
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (338
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          (150
                                                                                                                                                                                                          )
                                                                                                                                                                                                          
                                                                                                                                                                                                          $
                                                                                                                                                                                                          13,210




See notes
to consolidated financial statements.


5




LINCOLN
PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)




Three
      Months EndedMarch
      31,2009
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2008(In
      Thousands)Cash
      flows from operating activities:Net
      income (loss)
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  72
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  (2
                                                                                                                                                                  )Adjustments
      to reconcile net (loss) income to netcash
      provided by operating activities:Depreciation
      of premises and equipment
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  19
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  20Amortization
      and accretion, net
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  6Loss
      on calls and sales of securities available for sale
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1Impairment
      losses on securities available for sale
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  51
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -Gain
      on sale of securities held to maturity
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (10
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -Provision
      for loan losses
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  40
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  20Decrease
      in interest receivable
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  62
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  29(Increase)
      decrease in other assets
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (14
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  303Deferred
      taxes
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (31
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (40
                                                                                                                                                                  )Increase
      (decrease) in accrued interest payable
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  7
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (5
                                                                                                                                                                  )Decrease
      in other liabilities
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (142
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (11
                                                                                                                                                                  )ESOP
      shares committed to be released
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  3Restricted
      stock earned
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9Stock
      options
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  9Net
      cash provided by operating activities
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  83
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  342Cash
      flows from investing activities:Proceeds
      from maturities of term deposits
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  99Proceeds
      from maturities and calls of securities available for sale
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  833Principal
      repayments on securities available for sale
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,140
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2Purchases
      of securities held to maturity
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (8,312
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (5,957
                                                                                                                                                                  )Proceeds
      from maturities and calls of securities held to maturity
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,850
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  4,530Proceeds
      from sale of securities held to maturity
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  63
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -Principal
      repayments on securities held to maturity
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  7,046
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  139Net
      increase in loans receivable
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (1,060
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (4
                                                                                                                                                                  )Additions
      to premises and equipment
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (23
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (6
                                                                                                                                                                  )Purchase
      of Federal Home Loan Bank of New York stock
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (22
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (337
                                                                                                                                                                  )Redemption
      of Federal Home Loan Bank of New York stock
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  135
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  180Net
      cash provided by (used in) investing activities
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  817
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (521
                                                                                                                                                                  )Cash
      flows from financing activities:Net
      increase in deposits
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  3,329
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,957Proceeds
      from advances from Federal Home Loan Bank of New York
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  -
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  10,500Repayments
      of advances from Federal Home Loan Bank of New York
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (2,505
                                                                                                                                                                  )
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  (6,995
                                                                                                                                                                  )Net
      increase in payments by borrowers for taxes and insurance
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  28
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  28Net
      cash provided by financing activities
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  852
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  5,490Net
      increase in cash and cash equivalents
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  1,752
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  5,311Cash
      and cash equivalents - beginning
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  4,093
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  2,501Cash
      and cash equivalents - ending
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  5,845
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  7,812Supplemental
      information:Cash
      paid during the period for:Interest
      on deposits and borrowings
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  912
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  778Income
      taxes
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  181
                                                                                                                                                                  
                                                                                                                                                                  
                                                                                                                                                                  $
                                                                                                                                                                  -




See notes
to consolidated financial statements.


6




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




1.
PRINCIPLES OF CONSOLIDATION




The
consolidated financial statements include the accounts of Lincoln Park Bancorp
(the “Company”) and its wholly owned subsidiary, Lincoln Park Savings Bank (the
“Bank”), and the Bank’s wholly owned subsidiary LPS Investment Company. The
Company’s business is conducted principally through the Bank. All significant
intercompany accounts and transactions have been eliminated in
consolidation.




2.
BASIS OF PRESENTATION




The
accompanying unaudited consolidated financial statements were prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”) for
interim financial information as well as instructions for Form 10-Q and Rule
10-01 of regulation S-X. Accordingly, they do not include information or
footnotes necessary for a complete presentation of financial condition, results
of operations, changes in stockholders’ equity and cash flows in conformity with
GAAP. However, in the opinion of management, all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation of the
consolidated financial statements have been included. The results of operations
for the three months ended March 31, 2009, are not necessarily indicative of the
results which may be expected for the entire fiscal year.




3.
NET INCOME PER COMMON SHARE




Basic net
income per common share is computed by dividing net income available to common
shareholders by the weighted average number of shares of common stock
outstanding, adjusted for unearned shares of the ESOP and unvested restricted
stock awards. Diluted net income per common share is calculated by dividing net
income by the weighted average number of shares of common stock and common stock
equivalents outstanding decreased by the number of common shares that are
assumed to be repurchased with the proceeds from the exercise or conversion of
the common stock equivalents, if dilutive, (treasury stock method) along with
the assumed tax benefit from the exercise of non-qualified options. Shares
issued and reacquired during any period are weighted for the portion of the
period they were outstanding.




4.
CRITICAL ACCOUNTING POLICIES




We
consider accounting policies involving significant judgments and assumptions by
management that have, or could have, a material impact on the carrying value of
certain assets or on income to be critical accounting policies. Material
estimates that are particularly susceptible to significant changes relate to the
determination of the allowance for loan losses, the valuation of deferred income
tax assets and the determination of other-than-temporary impairment on
securities.


7




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




4.
CRITICAL ACCOUNTING POLICIES (Continued)




Determining
the amount of the allowance for loan losses necessarily involves a high degree
of judgment. We review the level of the allowance on a quarterly basis, at a
minimum, and establish the provision for loan losses based on the composition of
the loan portfolio, delinquency levels, loss experience, economic conditions,
and other factors related to the collectibility of the loan portfolio. We
establish provision for loan losses, which is charged to operations, at a level
necessary to absorb known and inherent losses that are both probable and
reasonably estimable at the date of the consolidated financial statements. In
evaluating the level of the allowance for loan losses, we consider historical
loss experience, the types of loans and the amount of loans in the loan
portfolio, adverse situations that may affect the borrower’s ability to repay,
the estimated value of any underlying collateral, peer group information, and
prevailing economic conditions. This evaluation is inherently subjective as it
requires estimates that are susceptible to significant revision as more
information becomes available or as future events change. We used the same
methodology and generally similar assumptions in assessing the allowance for
both years. The level of the allowance is based on estimates, and the ultimate
losses may vary from the estimates. We have allocated the allowance among
categories of loan types as well as classification status at each period-end
date. Assumptions and allocation percentages based on loan types and
classification status have been consistently applied. Non-performing loans are
assigned a higher percentage of allowance allocation.




Although
we believe that we use the best information available to establish the allowance
for loan losses, future additions to the allowance may be necessary based on
estimates that are susceptible to change as a result of changes in economic
conditions and other factors. In addition, the regulatory agencies, as an
integral part of their examination process, periodically review our allowance
for loan losses. Such agencies may require us to recognize adjustments to the
allowance based on their judgments about information available to it at the time
of their examinations.




We
evaluate on a quarterly basis whether any securities are other-than-temporarily
impaired. In making this determination, we consider the extent and duration of
the impairment, the nature and financial health of the issuer and our ability
and intent to hold securities for a period sufficient to allow for any
anticipated recovery in market value. Other considerations include a review of
the credit quality of the issuer and the existence of a guarantee or insurance,
if applicable to the security. If a security is determined to be
other-than-temporarily impaired, we record an impairment loss as a charge to
income for the period in which the impairment loss is determined to exist,
resulting in a reduction to our earnings for that period.




As of
March 31, 2009, we determined that fifteen equity securities in our available
for sale portfolio were other-than-temporarily impaired. Accordingly, impairment
losses of $51,000 on the equity securities were recorded. As the impairment
losses related to the equity securities are considered “capital” in nature, they
can not be deducted as losses for tax purposes except to offset future capital
gains, which are not currently foreseen. Accordingly, the deferred tax benefit
associated with impairment loss on equity securities has been fully
reserved.




With the
exception of the securities described in the preceding paragraph, we concluded
that, as of March 31, 2009, any unrealized losses in the available for sale and
held to maturity security portfolios were temporary in nature due to market
interest rates and not the underlying credit quality of the issuers of the
securities. Additionally, we have the intent and ability to hold these
investments for the time necessary to recover the amortized cost. Future events
that would materially change this conclusion and require a charge to operations
for an impairment loss include a change in the credit quality of the
issuers


8




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED )




4.
CRITICAL ACCOUNTING POLICIES (Continued)




Federal
and state income taxes have been provided on the basis of reported income or
loss. The amounts reflected on the Company’s tax returns differ from these
provisions due principally to temporary differences in the reporting of certain
items for financial reporting and income tax reporting purposes. The tax effect
of these temporary differences is accounted for as deferred taxes applicable to
future periods. Deferred income tax expense or benefit is determined by
recognizing deferred tax assets and liabilities for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in earnings in the
period that includes the enactment date.




The
determination of the amount of deferred tax assets more likely than not to be
realized is dependent on projections of future earnings, which are subject to
frequent change. The realization of deferred tax assets is assessed and a
valuation allowance is needed if it is more likely than not that all or a
portion of the deferred tax asset will not be realized. “More likely than not”
is defined as greater than a 50% chance. All available evidence, both positive
and negative is considered to determine whether, based on the weight of that
evidence, a valuation allowance is needed. Information about our current
financial position and results of operations for the current and preceding years
is readily available. This historical information is supplemented by all
currently available information about future years.




5.
FAIR VALUE DISCLOSURES




Effective
January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value
Measurements”, for financial assets and financial liabilities. In accordance
with Financial Accounting Standards Board Staff Position (FSP) No. 157-2,
“Effective Date of FASB Statement No. 157,” the Company adopted SFAS 157 for
non-financial assets and non-financial liabilities on January 1, 2009. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. The adoption of FSP No. 157-2 did not have an impact on
amounts recorded in the consolidated financial statements.




SFAS 157
defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants. A
fair value measurement assumes that the transaction to sell the asset or
transfer the liability occurs in the principal market for the asset or liability
or, in the absence of a principal market, the most advantageous market for the
asset or liability. The price in the principal (or most advantageous) market
used to measure the fair value of the asset or liability shall not be adjusted
for transaction costs. An orderly transaction is a transaction that assumes
exposure to the market for a period prior to the measurement date to allow for
marketing activities that are usual and customary for transactions involving
such assets and liabilities; it is not a forced transaction. Market participants
are buyers and sellers in the principal market that are (i) independent, (ii)
knowledgeable, (iii) able to transact, and (iv) willing to
transact.


9




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




5.
FAIR VALUE DISCLOSURES (Continued)




SFAS 157
requires the use of valuation techniques that are consistent with the market
approach, the income approach and/or the cost approach. The market approach uses
prices and other relevant information generated by market transactions involving
identical or comparable assets and liabilities. The income approach uses
valuation techniques to convert future amounts, such as cash flows or earnings,
to a single present amount on a discounted basis. The cost approach is based on
the amount that currently would be required to replace the service capacity of
an asset (replacement cost). Valuation techniques should be consistently
applied. Inputs to valuation techniques refer to the assumptions that market
participants would use in pricing the asset or liability. Inputs may be
observable, meaning those that reflect the assumptions market participants would
use in pricing the asset or liability developed based on market data obtained
from independent sources, or unobservable, meaning those that reflect the
reporting entity’s own assumptions about the assumptions market participants
would use in pricing the asset or liability developed based on the best
information available in the circumstances. In that regard, SFAS 157 establishes
a fair value hierarchy for valuation inputs that gives the highest priority to
quoted prices in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. The fair value hierarchy is as
follows:


Level
      1 Inputs – Unadjusted quoted prices in active markets for identical assets
      or liabilities that the reporting entity has the ability to access at the
      measurement date.Level
      2 Inputs – Inputs other than quoted prices included in Level 1 that are
      observable for the asset or liability; either directly or indirectly.
      These might include quoted prices for similar assets or liabilities in
      active markets, quoted prices for identical or similar assets or
      liabilities in markets that are not active, inputs other than quoted
      prices that are observable for the assets or liabilities (such as interest
      rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that
      are derived principally from or corroborated by market data by correction
      or other means.Level
      3 Inputs – Unobservable inputs for determining the fair values of assets
      or liabilities that reflect an entity’s own assumptions about the
      assumptions that market participants would use in pricing the assets or
      liabilities.




An asset
or liability’s level within the fair value hierarchy is based upon the lowest
level of input that is significant to the fair value measurement. A description
of the valuation methodologies used for instruments measured at fair value, as
well as the general classification of such instruments pursuant to the valuation
hierarchy, is set forth below. These valuation methodologies were applied to all
of the Company’s financial assets and financial liabilities carried at the fair
value effective January 1, 2008.




In
general, fair value is based upon quoted market prices, where available. If such
quoted market prices are not available, fair value is based upon internally
developed models that primarily use, as inputs, observable market-based
parameters. Valuation adjustments may be made to ensure that financial
instruments are recorded at fair value. These adjustments may include amounts to
reflect counter-party credit quality, the Company’s creditworthiness, among
other things, as well as unobservable parameters. Any such valuation adjustments
are applied consistently over time. The Company’s valuation methodologies may
produce a fair value calculation that may not be indicative of net realizable
value or reflective of future fair values. While management believes the
Company’s valuation methodologies are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could result in a
different estimate of fair value at the reporting date.




Available
for Sale Securities. Securities classified as available for sale are
reported at fair value utilizing primarily Level 2 inputs. For these securities,
the Company obtains fair value measurements from an independent pricing service.
The fair value measurements consider observable data that may include dealer
quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading
levels, trade execution data, market consensus prepayment speeds, credit
information, and the bond’s terms and conditions, among other things. A smaller
amount of equity securities are reported at fair value utilizing level 1
inputs.


10




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




5.
FAIR VALUE DISCLOSURES (Continued)




Impaired
loans.Loans included in the following table are those accounted for
under SFAS 114, “Accounting
by Creditors for Impairment of a Loan,”in which the Company has measured
impairment generally based on the fair value of the loan’s collateral. Fair
value is generally determined based upon independent third party appraisals of
the properties, or discounted cash flows based on the expected proceeds. These
assets are included as Level 3 fair values, based upon the lowest level of input
that is significant to the fair value measurements. The fair value consists of
the loan balances less valuation allowance as determined under SFAS
114.




Certain
financial assets and financial liabilities are measured at fair value on a
nonrecurring basis; that is, the instruments are not measured at fair value on
an ongoing basis but are subject to fair value adjustments in certain
circumstances (for example, when there is evidence of impairment). Financial
assets measured by the Bank at fair value on a nonrecurring basis, consist of
impaired loans.




At March
31, 2009, and December 31, 2008, the following table represents the fair value
measurement on available for sale securities and impaired loans.




Fair
      Value Measurements at Reporting Date Using(In
      thousands)Description
                                    
                                    3/31/2009
                                    
                                    
                                    Quoted
      Prices in
                                      Active
      Markets for
                                      Identical
      Assets
                                      (Level
      1)
                                    
                                    
                                    Significant
      Other
                                      Observable
      Inputs
                                      (Level
      2)
                                    
                                    
                                    Significant
                                      Unobservable
                                      Inputs
      (Level 3)Available-for-sale
      securities
                                    
                                    $
                                    8,973
                                    
                                    
                                    $
                                    147
                                    
                                    
                                    $
                                    8,826
                                    
                                    
                                    $
                                    —Impaired
      Loans
                                    
                                    
                                    297
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    297Total
                                    
                                    $
                                    9,270
                                    
                                    
                                    $
                                    147
                                    
                                    
                                    $
                                    8,826
                                    
                                    
                                    $
                                    29712/31/2009Available-for-sale
      securities
                                    
                                    $
                                    10,175
                                    
                                    
                                    $
                                    170
                                    
                                    
                                    $
                                    10,005
                                    
                                    
                                    $
                                    —Impaired
      Loans
                                    
                                    
                                    262
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    —
                                    
                                    
                                    
                                    262Total
                                    
                                    $
                                    10,437
                                    
                                    
                                    $
                                    170
                                    
                                    
                                    $
                                    10,005
                                    
                                    
                                    $
                                    262




6.
DIRECTORS’ RETIREMENT PLAN




Periodic
expenses for the Company’s Directors’ retirement plan were as
follows:


(In
      thousands)Three
      Months Ended
                                                                        March
      31, 2009
                                                                      
                                                                      
                                                                      Three
      Months Ended
                                                                        March
      31, 2008Service
      Cost
                                                                      
                                                                      $
                                                                      3
                                                                      
                                                                      
                                                                      $
                                                                      4Interest
      Cost
                                                                      
                                                                      
                                                                      6
                                                                      
                                                                      
                                                                      
                                                                      6Past
      Service Liability
                                                                      
                                                                      
                                                                      7
                                                                      
                                                                      
                                                                      
                                                                      7TOTAL
                                                                      
                                                                      $
                                                                      16
                                                                      
                                                                      
                                                                      $
                                                                      17


11




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




7.
RECENT ACCOUNTING PRONOUNCEMENTS




FASB
Statement No. 141 (R)




FASB
Statement No. 141 (R) “Business Combinations” was issued in December of 2007.
This Statement establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree. The Statement also provides guidance for recognizing and measuring
the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The guidance will
become effective as of the beginning of a company’s fiscal year beginning after
December 15, 2008. This new pronouncement will impact the Company’s accounting
for business combinations completed beginning January 1, 2009.




FSP
FAS 157-4




In April
2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
(FSP) No. FAS 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly(FSP FAS 157-4). FASB Statement 157, Fair
Value Measurements, defines fair value as the price that would be
received to sell the asset or transfer the liability in an orderly transaction
(that is, not a forced liquidation or distressed sale) between market
participants at the measurement date under current market conditions. FSP FAS
157-4 provides additional guidance on determining when the volume and level of
activity for the asset or liability has significantly decreased. The FSP also
includes guidance on identifying circumstances when a transaction may not be
considered orderly.




FSP FAS
157-4 provides a list of factors that a reporting entity should evaluate to
determine whether there has been a significant decrease in the volume and level
of activity for the asset or liability in relation to normal market activity for
the asset or liability. When the reporting entity concludes there has been a
significant decrease in the volume and level of activity for the asset or
liability, further analysis of the information from that market is needed and
significant adjustments to the related prices may be necessary to estimate fair
value in accordance with Statement 157.




This FSP
clarifies that when there has been a significant decrease in the volume and
level of activity for the asset or liability, some transactions may not be
orderly. In those situations, the entity must evaluate the weight of the
evidence to determine whether the transaction is orderly. The FSP provides a
list of circumstances that may indicate that a transaction is not orderly. A
transaction price that is not associated with an orderly transaction is given
little, if any, weight when estimating fair value.




This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15, 2009. An
entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS
124-2, Recognition
and Presentation of Other-Than-Temporary Impairments. The Company has not
early adopted this new pronouncement and is currently reviewing the effect it
will have on its consolidated financial statements.


12




LINCOLN
PARK BANCORP AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)




7.
RECENT ACCOUNTING PRONOUNCEMENTS (Continued)




FSP
FAS 115-2 and FAS 124-2




In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments(FSP FAS 115-2 and
FAS 124-2). FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors
that should be considered when determining whether a debt security is
other-than-temporarily impaired. For debt securities, management must assess
whether (a) it has the intent to sell the security and (b) it is more likely
than not that it will be required to sell the security prior to its anticipated
recovery. These steps are done before assessing whether the entity will recover
the cost basis of the investment. Previously, this assessment required
management to assert it has both the intent and the ability to hold a security
for a period of time sufficient to allow for an anticipated recovery in fair
value to avoid recognizing an other-than-temporary impairment. This change does
not affect the need to forecast recovery of the value of the security through
either cash flows or market price.




In
instances when a determination is made that an other-than-temporary impairment
exists but the investor does not intend to sell the debt security and it is not
more likely than not that it will be required to sell the debt security prior to
its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes the presentation
and amount of the other-than-temporary impairment recognized in the income
statement. The other-than-temporary impairment is separated into (a) the amount
of the total other-than-temporary impairment related to a decrease in cash flows
expected to be collected from the debt security (the credit loss) and (b) the
amount of the total other-than-temporary impairment related to all other
factors. The amount of the total other-than-temporary impairment related to the
credit loss is recognized in earnings. The amount of the total
other-than-temporary impairment related to all other factors is recognized in
other comprehensive income.




This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15, 2009. An
entity early adopting FSP FAS 115-2 and FAS 124-2 must also early adopt FSP FAS
157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly. The Company has not early adopted this new pronouncement and is
currently reviewing the effect it will have on its consolidated financial
statements.




FSP
FAS 107-1 and APB 28-1




In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments(FSP FAS 107-1 and
APB 28-1). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures
about Fair Value of Financial Instruments, to require disclosures about
fair value of financial instruments for interim reporting periods of publicly
traded companies as well as in annual financial statements. This FSP also amends
APB Opinion No. 28, Interim
Financial Reporting, to require those disclosures in summarized financial
information at interim reporting periods.




This FSP
is effective for interim and annual reporting periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15, 2009. An
entity early adopting FSP FAS 107-1 and APB 28-1 must also early adopt FSP FAS
157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderlyand FSP FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments The Company has not
early adopted this new pronouncement and is currently reviewing the effect it
will have on its consolidated financial statements.


13




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF OPERATIONSITEM
      2.




Forward-Looking
Statements




This Form
10-Q may include certain forward-looking statements based on current management
expectations. The actual results of the Company could differ materially from
those management expectations. Factors that could cause future results to vary
from current management expectations include, but are not limited to, general
economic conditions, legislative and regulatory changes, monetary and fiscal
policies of the federal government, changes in tax policies, rates and
regulations of federal, state and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or composition of loan
and investment portfolios of the Bank, changes in accounting principles,
policies or guidelines, and other economic, competitive, governmental and
technological factors affecting the Company’s operations, markets, products,
services and prices.




Comparison
of Financial Condition at March 31, 2009 and December 31, 2008




Total
assets increased by $809,000, or 0.59%, to $138.2 million at March 31, 2009,
from $137.4 million at December 31, 2008. At March 31, 2009, the level of cash
and cash equivalents increased by $1.8 million, or 42.8%, to $5.8 million from
$4.1 million at December 31, 2008.




Securities
available for sale decreased by $1.2 million, or 11.8%, to $9.0 million at March
31, 2008, when compared with $10.2 million at December 31, 2008. The decrease
was mainly due to principal repayments of $1.1 million on Collateralized
Mortgage Obligations (CMOs). In the quarter ended March 31, 2009, an
other-than-temporary impairment loss of $51,000 was recorded in the available
for sale equity portfolio. These losses related to thirteen closed end mutual
funds and two common stocks. The equity securities were considered to be
other-than-temporarily impaired due to present economic conditions and ongoing
losses on these and similar equities. Net unrealized losses on available for
sale securities were $28,000 and $14,000 at March 31, 2009 and December 31,
2008, respectively, representing less than 1.0% of the available for sale
portfolio at both dates. Securities held to maturity decreased by $641,000, or
1.5%, to $42.9 million at March 31, 2008 when compared with $43.5 million at
December 31, 2008. The decrease was due to repayments of principal of $7.0
million on CMOs, maturities and calls of $1.9 million on U.S. Government
Agencies, partially offset by purchases of $8.3 million in CMOs. Net unrealized
losses on held to maturity securities were $444,000 and $323,000 at March 31,
2009 and December 31, 2008, respectively, representing approximately 1% of the
held to maturity portfolio at both dates.




We have
evaluated all securities with unrealized losses at March 31, 2009. Except for
the securities on which impairment losses were recorded, as discussed above, we
have concluded that all unrealized losses at March 31, 2009, were not
other-than-temporary.




At March
31, 2009, loans receivable increased by $1.0 million or 1.4% to $75.5 million
when compared with $74.5 million at December 31, 2008. The increase in loans
receivable was funded by principal repayments on our securities
portfolio.




Federal
Home Loan Bank of New York (“FHLB”) stock decreased by $113,000, or 4.7%, to
$2.3 million at March 31, 2009 when compared to $2.4 million at December 31,
2008, primarily due to a decrease in borrowings.




Other
assets increased by $58,000, or 11.1%, to $580,000 at March 31, 2009 from
$522,000 at December 31, 2008. The increase was primarily due to an increase in
deferred tax assets.




Total
deposits increased by $3.3 million, or 4.6%, to $76.3 million at March 31, 2009
from $73.0 million at December 31, 2008. The increase in deposits was due to a
management decision to be more competitive with deposit rates.


14




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF
  OPERATIONS




Comparison
of Financial Condition at March 31, 2009 and December 31, 2008
(Continued)




Advances
from the FHLB decreased by $2.5 million, or 5.01%, to $47.5 million at March 31,
2009 when compared with $50.0 million at December 31, 2008. The increase in
deposits facilitated the repayment of borrowings at the FHLB.




Stockholders’
equity totaled $13.2 million at March 31, 2009 and $13.1 million at December 31,
2008, respectively, reflecting net income of $72,000, and an aggregate expense
of $20,000 for the ESOP, restricted stock, and stock options, for the three
months ended March 31, 2009. Accumulated other comprehensive loss totaled
$150,000 and $156,000 at March 31, 2009 and December 31, 2008, respectively,
representing a 3.9% decrease.




Comparison
of Operating Results for the Three Months Ended March 31, 2009 and
2008




General.For the three months ending March 31, 2009, the Company recorded net
income of $72,000 compared to a net loss of $2,000 for the three months ending
March 31, 2008. The increase in net income reflects an increase in total
interest income offset by increases in total interest expense, total
non-interest expense, provision for loan losses, and income tax expense and a
decrease in non-interest income.




Interest
Income.Interest income increased by $435,000, or 32.3%, to $1.8 million
for the three months ended March 31, 2009, from $1.3 million for the three
months ended March 31, 2008. The increase in interest income was due to
increases of $478,000 in interest income from securities, offset by decreases of
$26,000 and $17,000 in interest income from loans and other interest-earning
assets, respectively.




Interest income from loans
decreased by $26,000, or 2.5%, to $1.02 million for the three months ended March
31, 2009, from $1.05 million for the three months ended March 31, 2008. The
average balance of loans increased to $75.1 million during the quarter ended
March 31, 2009 from $73.1 million during the quarter ended March 31, 2008, but
the average yield decreased to 5.43% from 5.72%. Interest income from
securities, including available for sale and held to maturity, increased
$478,000, or 167.7%, to $763,000 for the three months ended March 31, 2009, from
$285,000 for the three months ended March 31, 2008. The increase in interest
income from securities was due to an increase in the average yield to 5.86% in
2009 from 5.13% in 2008, and an increase of
$30.0 million or 134.7% in the average balance of securities to $52.1 million in
2009 from $22.2 million in 2008.




Interest
income from other interest-earning assets decreased $17,000, or 100.0%, to $0
for the three months ended March 31, 2009, from $17,000 for the three months
ended March 31, 2008. The decrease in interest income from other
interest-earning assets was due to a decrease in the average yield to 0.00% in
2009, compared to 2.47% in 2008. The significant decrease in the average yield
was due to the drastic reduction in overnight interest rates on deposits at
correspondent banks. The average balance of other interest-earning assets
increased by $3.6 million to $6.4 million in 2009 compared to $2.8 million in
2008.




Interest
Expense.Total interest expense increased $146,000, or 18.9%, to $919,000
for the three months ended March 31, 2009, from $773,000 for the three months
ended March 31, 2008. The interest expense on interest-bearing deposits
decreased by $98,000, or 17.6%, to $458,000 in 2009 when compared with $556,000
in the comparable 2008 period. The decrease in interest expense on deposits
resulted from a decrease in the average cost of interest-bearing deposits to
2.55% from 3.54%, partially offset by an increase in the average balance of
interest-bearing deposits to $71.8 million in 2009 from $62.8 million in
2008.


15




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF
  OPERATIONS




Comparison
of Operating Results for the Three Months Ended March 31, 2009 and 2008
(Continued)




Interest
expense on borrowed money increased $244,000 or 112.4% to $461,000 in 2009 from
$217,000 in the comparable 2008 period. The increase was due to a $26.6 million
increase in the average balance of borrowed money to $48.3 million in 2009 from
$21.8 million in 2008, partially offset by a decrease in the cost of borrowed
money to 3.81% in 2009 from 3.98% in 2008.




Net
Interest Income.Net interest income increased $289,000, or 50.3%, to
$864,000 for the three months ended March 31, 2009 from $575,000 for the three
months ended March 31, 2008. Our interest rate spread increased to 2.28% in 2009
from 1.84% in 2008, and our net interest margin increased to 2.59% in 2009 from
2.34% in 2008.




Provision
for Loan Losses.We establish provisions for loan losses, which are
charged to operations, at a level necessary to absorb known and inherent losses
that are both probable and reasonably estimable at the date of the financial
statements. In evaluating the level of the allowance for loan losses, management
considers historical loss experience, the types of loans and the amount of loans
in the loan portfolio, adverse situations that may affect the borrower’s ability
to repay, the estimated value of any underlying collateral, and prevailing
economic conditions. This evaluation is inherently subjective as it requires
estimates that are susceptible to significant revision as more information
becomes available or as future events change.




Based on
our evaluation of these factors, we recorded provision for loan losses of
$40,000 for the three months ended March 31, 2009 and $20,000 for the three
months ended March 31, 2008. We had charge-offs of $500 during the three month
period ended March 31, 2009 and no charge-offs in the comparable 2008 period. We
used the same methodology and generally similar assumptions in assessing the
allowance for both periods. The allowance for loan losses was $339,000, or 0.45%
of gross loans outstanding at March 31, 2009, as compared with $ 301,000, or
0.40% of gross loans at December 31, 2008, and $207,000, or 0.28% of gross loans
outstanding at March 31, 2008. The allowance for loan losses at March 31, 2009,
consisted of $147,000 of specific allowances and $192,000 of general allowances.
The level of the allowance is based on estimates, and the ultimate losses may
vary from the estimates.




Non-interest
Income (Loss).Non-interest income (loss) decreased by $40,000 to
($12,000) for the three months ended March 31, 2009, compared to $28,000 for the
three months ended March 31, 2008. The primary reason for the decrease was the
recording of impairment losses of $51,000 on securities available for sale,
offset by a $10,000 gain recorded on the sale of a security held to maturity in
2009, when compared to a loss of $1,000 recorded on calls of held to maturity
securities recorded in 2008. The gain of $10,000 was recorded on the sale of an
impaired bond that was written down to its fair value at December 31,
2008.




Non-interest
Expenses.Non-interest expenses were $690,000 and $587,000 for the three
months ended March 31, 2009 and 2008, respectively, representing an increase of
$103,000 or 17.6%. The increase in non-interest expenses was primarily due to
increases of $15,000 in occupancy expenses, $31,000 in audit and accounting
services, $50,000 in salaries and employee benefits expense, and $13,000 in FDIC
insurance premiums, partially offset by a decrease of $11,000 in miscellaneous
expense




Salary
and employee benefits increased by $50,000 or 18.7% to $318,000 in 2009 from
$268,000 in 2008. The increase was primarily due to an addition in full time
personnel. Occupancy expenses increased $15,000 or 40.5% to $52,000 in 2009 from
$37,000 in 2008 due to increased expenditure in repairs, maintenance and snow
removal. Audit and accounting fees increased by $31,000 or 281.8% to $42,000,
for the three months ended March 31, 2009, when compared to $11,000 for the
comparable period in 2009. This increase reflects the Sarbanes Oxley audit
requirement the Company will be subject to in the year 2009. FDIC premiums
increased by $13,000 or 650.0% to $15,000 in 2009, compared to $2,000 in 2008.
This increase was due to a increased assessment from the FDIC.


16




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF
  OPERATIONS




Comparison
of Operating Results for the Three Months Ended March 31, 2009 and 2008
(Continued)




Miscellaneous
expenses decreased $11,000 or 6.6% to $157,000 in 2009 from $168,000 in 2008.
The primary reason for the decrease was reduced consulting fees and board
fees.




The
company anticipates a significant increase in the cost of federal deposit
insurance from previous year’s levels of five to seven basis points. The FDIC
has recently proposed to increase the assessment rate for the most highly rated
institutions to between 12 and 16 basis points starting with the first quarter
of 2009 and to between 10 and 14 basis points thereafter. Assessment rates could
be further increased if an institution’s FHLB advances exceed 15% of deposits.
The FDIC has also established a program under which it fully guarantees all
non-interest bearing transaction accounts and senior unsecured debt of a bank or
its holding company. Institutions that did not opt out of the program by
November 14, 2008 have been assessed ten basis points for non-interest bearing
transaction balances in excess of $250,000 with the first quarter assessments
for 2009 and 75 basis points of the amount of debt issued. Lastly, the FDIC has
proposed a special assessment for June 30, 2009 of 20 basis points for all
insured institutions. The special assessment would be payable September 30,
2009. Management is currently evaluating the effect of the special assessment
and the impact on earnings could be material.




Income
Tax Expense.For the three months ended March 31, 2009, provision for
income taxes amounted to $50,000, compared to a tax (benefit) of ($2,000) for
the three months ended March 31, 2008. The increase in the provision for income
taxes was primarily due to an increase of $126,000 in income before income
taxes. For the three months ended March 31, 2009, net income before income taxes
was $122,000, compared to a net (loss) of ($4,000) before income taxes for the
three months ended March 31, 2008.




Management
of Market Risk




General.
The majority of our assets and liabilities are monetary in nature. Consequently,
our most significant form of market risk is interest rate risk. Our assets,
consisting primarily of mortgage loans, have longer maturities than our
liabilities, consisting primarily of deposits. As a result, a principal part of
our business strategy is to manage interest rate risk and reduce the exposure of
our net interest income to changes in market interest rates. Our full board of
directors is responsible for evaluating the interest rate risk inherent in our
assets and liabilities, for determining the level of risk that is appropriate,
given our business strategy, operating environment, capital, liquidity and
performance objectives, and for managing this risk consistent with the
guidelines approved by the board of directors. Senior management monitors the
level of interest rate risk and reports to the board of directors on a regular
basis with respect to our asset/liability policies and interest rate risk
position.




We have
emphasized the origination of fixed-rate mortgage loans for retention in our
portfolio in order to maximize our net interest income. We accept increased
exposure to interest rate fluctuations as a result of our investment in such
loans. In a period of rising interest rates, our net interest rate spread and
net interest income may be negatively affected. In addition, we have sought to
manage and mitigate our exposure to interest rate risks in the following
ways:




●
              We
      maintain moderate levels of short-term liquid assets. At March 31, 2009,
      our short-term liquid assets totaled $5.8 million;●
              We
      originate for portfolio adjustable-rate mortgage loans and adjustable home
      equity lines of credit. At March 31, 2009, our adjustable-rate mortgage
      loans totaled $12.0 million and our adjustable home equity lines of credit
      totaled $7.4 million;


17




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF
  OPERATIONS




Management
of Market Risk (Continued)




●
              We
      attempt to increase the maturity of our liabilities as market conditions
      allow. In particular, in recent years, we have emphasized intermediate- to
      long-term FHLB advances as a source of funds. At March 31, 2009, we had
      $38.9 million of FHLB advances with terms to maturity of between three and
      twelve years; and●
              We
      invest in securities with step-up rate features providing for increased
      interest rates prior to maturity according to a pre-determined schedule
      and formula. However, these step-up rates may not keep pace with rising
      interest rates in the event of a rapidly rising rate environment. In
      addition, these investments may be called at the option of the
      issuer.




Net
Portfolio Value. The Company utilizes an outside vendor to prepare the
computation of amounts by which the net present value of the Company’s cash flow
from assets, liabilities and off-balance sheet items (the Company’s net
portfolio value or “NPV”) would change in the event of a range of assumed
changes in market interest rates. The vendor provides the Company with an
interest rate sensitivity report of net portfolio value. The vendor’s simulation
model uses a discounted cash flow analysis and an option-based pricing approach
to measuring the interest rate sensitivity of net portfolio value. The model
estimates the economic value of each type of asset, liability and off-balance
sheet contract under the assumption that the yield curve increases or decreases
instantaneously by 200 basis points. A basis point equals one-hundredth of one
percent, and 100 basis points equal one percent. An increase in interest rates
from 3% to 5% would mean, for example, a 200 basis point increase in the “Change
in Interest Rates” column below. The vendor provides us the results of the
interest rate sensitivity model, which is based on information we provide to
them to estimate the sensitivity of our net
portfolio.




The table
below sets forth, as of March 31, 2009, the latest date for which the vendor has
provided Lincoln Park Savings an interest rate sensitivity report of net
portfolio value and the estimated changes in our net portfolio value that would
result from the designated instantaneous changes in the yield
curve.




Change
      in
                  
                  Net
      Portfolio Value
                  
                  Net
      Portfolio Value as a Percentage
                    of
      Present Value of AssetsInterest
      Rates
                  
                  Estimated
                    NPV
                  
                  Amount
      of
                    Change
                  
                  Percent
      of
                    Change
                  
                  NPV
      Ratio
                  
                  Change
      in Basis
                    Points(basis
      points)(Dollars
      in Thousands)+200
                  
                  $
                  6,671
                  
                  $
                  (1,910
                  )
                  
                  (23
                  )%
                  
                  5.23
                  %
                  
                  (120)
      basis points0
                  
                  
                  8,581
                  
                  
                  —
                  
                  
                  —
                  
                  
                  6.43
                  %
                  
                  —  basis
      points-200
                  
                  
                  10,316
                  
                  
                  1,735
                  
                  
                  20
                  %
                  
                  7.39
                  %
                  
                  96
       basis points




The table
above indicates that at March 31, 2009, in the event of a 200 basis point
decrease in interest rates, we would experience a 20% increase in net portfolio
value. In the event of a 200 basis point increase in interest rates, we would
experience a 23% decrease in net portfolio value.




Certain
shortcomings are inherent in the methodology used in the above interest rate
risk measurement. Modeling changes in net portfolio value require making certain
assumptions that may or may not reflect the manner in which actual yields and
costs respond to changes in market interest rates. In this regard, the net
portfolio value table presented assumes that the composition of our
interest-sensitive assets and liabilities existing at the beginning of a period
remains constant over the period being measured and assumes that a particular
change in interest rates is reflected uniformly across the yield curve
regardless of the duration or repricing of specific assets and liabilities.
Accordingly, although the net portfolio value table provides an indication of
our interest rate risk exposure at a particular point in time, such measurements
are not intended to and do not provide a precise forecast of the effect of
changes in market interest rates on its net interest income and will differ from
actual results.


18




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF
  OPERATIONS




Liquidity
and Capital Resources




The Bank
is required to maintain levels of liquid assets sufficient to ensure the Bank’s
safe and sound operation. Liquidity is the ability to meet current and future
financial obligations of a short-term nature. The Bank adjusts its liquidity
levels in order to meet funding needs for deposit outflows, payment of real
estate taxes from escrow accounts on mortgage loans, repayment of borrowings,
when applicable, and loan funding commitments. The Bank also adjusts its
liquidity level as appropriate to meet its asset/liability
objectives.




The
Bank’s primary sources of funds are deposits, amortization and prepayments of
loans and mortgage-backed securities principal, FHLB advances, maturities of
investment securities and funds provided from operations. While scheduled loan
and mortgage-backed securities amortization and maturing investment securities
are a relatively predictable source of funds, deposit flow and loan and
mortgage-backed securities prepayments are greatly influenced by market interest
rates, economic conditions and competition.




The
Bank’s liquidity, represented by cash and cash equivalents, is a product of its
operating, investing and financing activities.




The
primary sources of investing activity are lending and the purchase of
securities. Net loans amounted to $75.5 million and $74.5 million at March 31,
2009 and December 31, 2008, respectively. Securities available for sale totaled $ 9.0
million and $10.2 million at March 31, 2009 and December 31, 2008, respectively.
Securities held to maturity totaled $42.9 million and $43.5 million at March 31,
2009 and December 31, 2008, respectively. In addition to funding new loan
production and securities purchases through operating and financing activities,
such activities were funded by principal repayments on existing loans,
mortgage-backed securities, and borrowings from the FHLB.




Liquidity
management is both a daily and long-term function of business management. Excess
liquidity is generally invested in short-term investments, such as federal funds
and interest-bearing deposits. If the Bank requires funds beyond its ability to
generate them internally, borrowing agreements exist with the FHLB which provide
an additional source of funds. At March 31, 2009, advances from the FHLB
amounted to $47.5 million.




The Bank
anticipates that it will have sufficient funds available to meet its current
loan commitments. At March 31, 2009, the Bank has outstanding commitments to
originate loans of $1.2 million, standby letters of credit of $49,000, and
unused lines of credit of $7.5 million. Certificates of deposit scheduled to
mature in one year or less at March 31, 2009, totaled $39.1 million. Management
believes that, based upon its experience and the Bank’s deposit flow history, a
significant portion of such deposits will remain with the Bank.


19




LINCOLN
      PARK BANCORP AND SUBSIDIARYMANAGEMENT’S
      DISCUSSION AND ANALYSIS OFFINANCIAL
      CONDITION AND RESULTS OF
  OPERATIONS




Liquidity
and Capital Resources (Continued)




The
following table sets forth the Bank’s capital position at March 31, 2009, as
compared to the minimum regulatory capital requirements:




Actual
                        
                        
                        Minimum
      CapitalRequirements
                        
                        
                        To
      Be WellCapitalizedUnder
      PromptCorrectiveActions
      ProvisionsAmount
                        
                        
                        Ratio
                        
                        
                        Amount
                        
                        
                        Ratio
                        
                        
                        Amount
                        
                        
                        Ratio(Dollars
      in thousands)Total
      Risk Based Capital(to risk-weighted assets)
                        
                        $
                        11,890
                        
                        
                        
                        18.67
                        %
                        
                        $
                        5,095
                        
                        
                        
                        8.00
                        %
                        
                        $
                        6,369
                        
                        
                        
                        10.00
                        %Tier
      1 Capital(to risk-weighted assets)
                        
                        
                        11,698
                        
                        
                        
                        18.37
                        %
                        
                        
                        2,548
                        
                        
                        
                        4.00
                        %
                        
                        
                        3,821
                        
                        
                        
                        6.00
                        %Core
      (Tier 1) Capital(to average total assets)
                        
                        
                        11,698
                        
                        
                        
                        8.58
                        %
                        
                        
                        5,454
                        
                        
                        
                        4.00
                        %
                        
                        
                        6,818
                        
                        
                        
                        5.00
                        %Tangible
      Capital(to average total assets)
                        
                        
                        11,698
                        
                        
                        
                        8.58
                        %
                        
                        
                        2,045
                        
                        
                        
                        1.50
                        %
                        
                        
                        —
                        
                        
                        
                        —


20




LINCOLN
      PARK BANCORP AND SUBSIDIARYCONTROLS
      AND
PROCEDURES
  ITEM
      3.
              Quantitative
      and Qualitative Disclosure about Market
Risk




Not
applicable. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Management of Market Risk” herein.




ITEM
      4T.
              Controls
      and Procedures




Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as
of the end of the period covered by this report. Based upon that evaluation, the
Chief Executive Officer and the Chief Financial Officer has concluded that, as
of the end of the period covered by this report, our disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities Exchange Act
of 1934, is recorded, processed, summarized and reported within the applicable
time periods specified by the SEC’s rules and forms.




There has
been no change in the Company’s internal control over financial reporting during
the Company’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.


21




LINCOLN
PARK BANCORP AND SUBSIDIARY




PART II –
OTHER INFORMATION


ITEM
      1.
                      Legal
      ProceedingsNeither
      Company nor the Bank is involved in any pending legal proceedings other
      then routine legal proceedings occurring in the ordinary course of
      business, which involve amounts in the aggregate believed by management to
      be immaterial to the financial condition of the Company and the
      Bank.ITEM
      1A.
                      Risk
      FactorsNot
      applicable.ITEM
      2.
                      Unregistered
      Sales of Equity Securities and Use of
    Proceedsa)
                      Not
      applicableb)
                      Not
      applicablec)
                      Information
      regarding the Company’s purchases of its equity securities (common stock)
      during the three months ended March 31, 2009 is summarized
      below:




Total
      Number
                                                      of
      Shares
                                                      Purchased
                                                    
                                                    Average
      Price
                                                      Paid
      For
                                                      Shares
                                                    
                                                    Total
      Number of
                                                      Shares
      Purchased
                                                      Under
      a Publicly
                                                      Announced
                                                      Repurchase
      Plan
                                                    
                                                    Maximum
      Number
                                                      of
      Shares That
                                                      May
      Yet Be
                                                      Purchased
      Under
                                                      Repurchased
      PlanJanuary
      1 – January 31
                                                    
                                                    —
                                                    
                                                    —
                                                    
                                                    48,255
                                                    
                                                    35,305February
      1 – February 28
                                                    
                                                    —
                                                    
                                                    —
                                                    
                                                    48,255
                                                    
                                                    35,305March
      1 – March 31
                                                    
                                                    —
                                                    
                                                    —
                                                    
                                                    48,255
                                                    
                                                    35,305




On August
27, 2007, the Company announced that its Board of Directors authorized a stock
repurchase program to repurchase up to 41,780 shares. On May 30, 2008, the
Company announced that it’s Board of Directors authorized an increase in the
repurchase program by 41,780 shares. As of March 31, 2009, an additional 35,305
shares remains to be purchased under the program.


22




LINCOLN
PARK BANCORP AND SUBSIDIARY




PART II –
OTHER INFORMATION




ITEM
      3.
                        Defaults
      Upon Senior SecuritiesNot
      applicable.ITEM
      4.
                        Submission
      of Matters to a Vote of Security HoldersNot
      applicableITEM
      5.
                        Other
      InformationNot
      applicable.ITEM
      6.
                        ExhibitsThe
      following Exhibits are filed as part of this
  report.




31.1
                Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
                Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32
                Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to n 906
      of the Sarbanes-Oxley Act of
2002.


23




SIGNATURES




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




LINCOLN
      PARK BANCORPDate:
                  May
      14, 2009
                  
                  
                  /s/
      David G. BakerDavid
      G. BakerPresident
      and Chief Executive OfficerDate:
                  May
      14, 2009
                  
                  
                  /s/
      Nandini MallyaNandini
      MallyaVice
      President and Treasurer(Chief
      Financial
Officer)






24