UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

 

**FORM 10-Q**

 

| [ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
|-------|---------------------------------------------------------|

|   | SECURITIES EXCHANGE ACT OF 1934 |
|--------|---------------------------------|

|   | For the quarterly period ended June 30, 2009. |
|--------|-----------------------------------------------|

 

OR

 

| [ | ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
|---|---|----------------------------------------------------------|

|   | SECURITIES EXCHANGE ACT OF 1934 |
|--------|---------------------------------|

|   | For the transition period from __________ to __________ |
|--------|---------------------------------------------------------|

 

Commission File Number 0-24926

 

| **CECIL BANCORP, INC.**                                |
|--------------------------------------------------------|
| (Exact name of Registrant as specified in its charter) |

 

| Maryland                                                        |   | 52-1883546                           |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of

Incorporation or organization) |   | (I.R.S. Employer Identification No.) |

 

| 127 North Street, Elkton, Maryland       |   | 21921      |   |
|------------------------------------------|--------|------------|--------|
| (Address of principal executive offices) |   | (Zip Code) |   |

 

| (410) 398-1650                                             |
|------------------------------------------------------------|
| (Registrant’s telephone number, including area code) |

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ x ] YES         [ ] NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ ] YES           [ ] NO

 

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.

 

|   | Large accelerated filer o | Non-accelerated filer o | Accelerated filer o

  | 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           [ x ] NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

At July 31, 2009, there were 3,689,346 shares of common stock outstanding

 

Page 1

 

 

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CECIL BANCORP INC. AND SUBSIDIARIES

CONTENTS

 

|                              |                                                                     | PAGE   |
|-----------------------------------|--------------------------------------------------------------------------|--------|
| PART I - FINANCIAL INFORMATION    |                                                                     |   |
|                              |                                                                     |   |
| ITEM 1.            | Financial Statements (unaudited)                                         |   |   |
|                              |                                                                     |   |   |
|                              | Consolidated Balance Sheets -                                            |   | 3 |
|                              | June 30, 2009 and December 31, 2008                                      |   |   |
|                              |                                                                     |   |   |
|                              | Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) |   | 4-5 |
|                              | for the Three and Six Months Ended June 30, 2009 and 2008)               |   |   |
|                              |                                                                     |   |   |
|                              | Consolidated Statements of Cash Flows                                    |   | 6 |
|                              | for the Six Months Ended June 30, 2009 and 2008                          |   |   |
|                              |                                                                     |   |   |
|                              | Notes to Consolidated Financial Statements                               |   | 7-12 |
|                              |                                                                     |   |   |
| ITEM 2.            | Management’s Discussion and Analysis of Financial Condition        |   | 13-21 |
|                              | and Results of Operations                                                |   |   |
|                              |                                                                     |   |
| ITEM 3.            | Quantitative and Qualitative Disclosure About Market Risk                |   | 21 |
|                              |                                                                     |   |
| ITEM 4T.                          | Controls and Procedures                                                  |   | 21 |
|                              |                                                                     |   |
| PART II – OTHER INFORMATION |                                                                     | 22-23  |
|                              |                                                                     |   |
| SIGNATURES                        |                                                                     | 24     |
|                              |                                                                     |   |
| CERTIFICATIONS                    |                                                                     | 25-28  |
|                              |                                                                     |   |

 

Page 2

 

 

----

 

| PART I. | Financial Information |
|---------|-----------------------|

Item 1. Financial Statements

 

**CECIL BANCORP, INC. AND SUBSIDIARIES**

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

 

 

|                                                              |   | June 30,    |    | December 31, |   |
|-------------------------------------------------------------------|--------|-------------|---------|--------------|--------|
|                                                              |   | 2009        |    | 2008         |   |
|                                                              |   | (unaudited) |    |         |   |   |
| ASSETS:                                                           |   |        |    |         |   |   |   |
| Cash and due from banks                                           |   | $           | 6,468   |         | $      | 4,627 |   |
| Interest bearing deposits with banks                              |   |        | 38,844  |         |   | 36,793 |   |
| Cash and cash equivalents                                         |   |        | 45,312  |         |   | 41,420 |   |
| Investment securities:                                            |   |        |    |         |   |   |   |
| Securities available-for-sale at fair value                       |   |        | 1,669   |         |   | 11,712 |   |
| Securities held-to-maturity (fair value of $300 in 2009 and 2008) |   |        | 300     |         |   | 300 |   |
| Restricted investment securities – at cost                  |   |        | 4,396   |         |   | 3,918 |   |
| Loans receivable                                                  |   |        | 431,654 |         |   | 408,063 |   |
| Less: Allowance for loan losses                                   |   |        | (7.726  | )            |   | (6,314 | ) |
| Net loans receivable                                              |   |        | 423,928 |         |   | 401,749 |   |
| Other real estate owned                                           |   |        | 6,852   |         |   | 2,843 |   |
| Premises and equipment, net                                       |   |        | 11,940  |         |   | 12,071 |   |
| Accrued interest receivable                                       |   |        | 2,164   |         |   | 2,225 |   |
| Goodwill                                                          |   |        | 2,182   |         |   | 2,182 |   |
| Other intangible assets                                           |   |        | 397     |         |   | 329 |   |
| Bank owned life insurance                                         |   |        | 7,772   |         |   | 7,787 |   |
| Other assets                                                      |   |        | 6,730   |         |   | 5,861 |   |
| TOTAL ASSETS                                                      |   | $           | 513,642 |         | $      | 492,397 |   |
|                                                              |   |        |    |         |   |   |   |
|                                                              |   |        |    |         |   |   |   |
| LIABILITIES:                                                      |   |        |    |         |   |   |   |
| Deposits                                                          |   | $           | 382,685 |         | $      | 364,551 |   |
| Other liabilities                                                 |   |        | 10,458  |         |   | 6,668 |   |
| Junior subordinated debentures                                    |   |        | 17,000  |         |   | 17,000 |   |
| Advances from Federal Home Loan Bank of Atlanta                   |   |        | 63,714  |         |   | 63,786 |   |
| Total liabilities                                                 |   |        | 473,857 |         |   | 452,005 |   |
|                                                              |   |        |    |         |   |   |   |
| STOCKHOLDERS’ EQUITY:                                       |   |        |    |         |   |   |   |
| Preferred stock, $.01 par value; authorized 1,000,000             |   |        |    |         |   |   |   |
| shares, issued and outstanding 11,560 shares, liquidation         |   |        |    |         |   |   |   |
| preference $1,000 per share, in 2009 and 2008                     |   |        | 10,851  |         |   | 10,786 |   |
| Common stock, $.01 par value; authorized 10,000,000               |   |        |    |         |   |   |   |
| shares, issued and outstanding 3,689,346 shares in                |   |        |    |         |   |   |   |
| 2009 and 3,686,580 shares in 2008                                 |   |        | 37      |         |   | 37 |   |
| Additional paid in capital                                        |   |        | 12,251  |         |   | 12,234 |   |
| Retained earnings                                                 |   |        | 16,694  |         |   | 17,339 |   |
| Accumulated other comprehensive loss                              |   |        | (48     | )            |   | (4 | ) |
| Total stockholders’ equity                                  |   |        | 39,785  |         |   | 40,392 |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                  |   | $           | 513,642 |         | $      | 492,397 |   |

 

See accompanying notes to consolidated financial statements.

 

Page 3

 

 

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**CECIL BANCORP, INC. AND SUBSIDIARIES**

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(dollars in thousands, except per share data)

 

|                                               |   | Three Months Ended |   | Six Months Ended |   |
|----------------------------------------------------|--------|--------------------|--------|------------------|--------|
|                                               |   | June 30,           |   | June 30.         |   |
|                                               |   | 2009               |   | 2008             |   | 2009 |   | 2008 |   |
| INTEREST INCOME:                                   |   |               |   |             |   |   |   |   |   |   |   |   |   |
| Interest and fees on loans                         |   | $                  | 7,674  |             | $      | 7,120 |   | $ | 14,903 |   | $ | 14,131 |   |
| Interest on investment securities                  |   |               | 25     |             |   | 2 |   |   | 6 |   |   | 23 |   |
| Dividends on FHLB and FRB stock                    |   |               | 9      |             |   | 75 |   |   | 12 |   |   | 143 |   |
| Other interest income                              |   |               | 10     |             |   | 9 |   |   | 20 |   |   | 24 |   |
| Total interest income                              |   |               | 7,718  |             |   | 7,256 |   |   | 15,021 |   |   | 14,421 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| INTEREST EXPENSE:                                  |   |               |   |             |   |   |   |   |   |   |   |   |   |
| Interest expense on deposits                       |   |               | 2,058  |             |   | 2,434 |   |   | 4,624 |   |   | 5,022 |   |
| Interest expense on junior subordinated debentures |   |               | 280    |             |   | 280 |   |   | 556 |   |   | 560 |   |
| Interest expense on federal funds purchased        |   |               | 1      |             |   | — |   |   | 1 |   |   | — |   |
| Interest expense on advances from FHLB             |   |               | 616    |             |   | 779 |   |   | 1,226 |   |   | 1,475 |   |
| Total interest expense                             |   |               | 2,955  |             |   | 3,493 |   |   | 6,407 |   |   | 7,057 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INTEREST INCOME                                |   |               | 4,763  |             |   | 3,763 |   |   | 8,614 |   |   | 7,364 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| PROVISION FOR LOAN LOSSES                          |   |               | 360    |             |   | 275 |   |   | 3,820 |   |   | 600 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INTEREST INCOME AFTER                          |   |               |   |             |   |   |   |   |   |   |   |   |   |
| PROVISION FOR LOAN LOSSES                          |   |               | 4,403  |             |   | 3,488 |   |   | 4,794 |   |   | 6,764 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| NONINTEREST INCOME:                                |   |               |   |             |   |   |   |   |   |   |   |   |   |
| Checking account fees                              |   |               | 165    |             |   | 165 |   |   | 311 |   |   | 317 |   |
| ATM fees                                           |   |               | 103    |             |   | 97 |   |   | 196 |   |   | 180 |   |
| Commission income                                  |   |               | 3      |             |   | 33 |   |   | 5 |   |   | 36 |   |
| Gain on sale of loans                              |   |               | 75     |             |   | 64 |   |   | 122 |   |   | 108 |   |
| Gain on sale of other real estate owned            |   |               | 139    |             |   | — |   |   | 139 |   |   | — |   |
| Income (loss) from bank owned life insurance       |   |               | 41     |             |   | 59 |   |   | (14 | ) |   | 104 |   |
| Other                                              |   |               | 55     |             |   | 72 |   |   | 108 |   |   | 127 |   |
| Total noninterest income                           |   |               | 581    |             |   | 490 |   |   | 867 |   |   | 872 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| NONINTEREST EXPENSE:                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| Salaries and employee benefits                     |   |               | 1,673  |             |   | 1,678 |   |   | 3,204 |   |   | 3,198 |   |
| Occupancy expense                                  |   |               | 175    |             |   | 163 |   |   | 366 |   |   | 351 |   |
| Equipment and data processing expense              |   |               | 309    |             |   | 333 |   |   | 623 |   |   | 651 |   |
| FDIC deposit insurance premiums                    |   |               | 415    |             |   | 60 |   |   | 482 |   |   | 162 |   |
| Other                                              |   |               | 555    |             |   | 319 |   |   | 984 |   |   | 599 |   |
| Total noninterest expense                          |   |               | 3,127  |             |   | 2,553 |   |   | 5,659 |   |   | 4,961 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INCOME BEFORE INCOME TAXES                     |   |               | 1,857  |             |   | 1,425 |   |   | 2 |   |   | 2,675 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| INCOME TAX EXPENSE                                 |   |               | 761    |             |   | 552 |   |   | 26 |   |   | 1,038 |   |
|                                               |   |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                  |   | $                  | 1,096  |             | $      | 873 |   | $ | (24 | ) | $ | 1,637 |   |

 

 

Page 4

 

 

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**CECIL BANCORP, INC. AND SUBSIDIARIES**

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(dollars in thousands, except per share data)

 

(Continued)

 

 

|                                                | Three Months Ended |   | Six Months Ended |   |
|-----------------------------------------------------|--------------------|--------|------------------|--------|
|                                                | June 30,           |   | June 30,         |   |
|                                                | 2009               |   | 2008             |   | 2009 |   | 2008 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                   | $                  | 1,096  |             | $      | 873 |   | $ | (24 | ) | $ | 1,637 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| OTHER COMPREHENSIVE INCOME                          |               |   |             |   |   |   |   |   |   |   |   |   |
| Unrealized gains (losses) on investment securities, |               |   |             |   |   |   |   |   |   |   |   |   |
| net of deferred taxes                               |               | 32     |             |   | (77 | ) |   | (44 | ) |   | (110 | ) |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| TOTAL COMPREHENSIVE INCOME (LOSS)                   | $                  | 1,128  |             | $      | 796 |   | $ | (68 | ) | $ | 1,527 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                   | $                  | 1,096  |             | $      | 873 |   | $ | (24 | ) | $ | 1,637 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| PREFERRED STOCK DIVIDENDS AND DISCOUNT              |               | (177   | )                |   | — |   |   | (437 | ) |   | — |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS) AVAILABLE TO                      |               |   |             |   |   |   |   |   |   |   |   |   |
| COMMON STOCKHOLDERS                                 | $                  | 919    |             | $      | 873 |   | $ | (461 | ) | $ | 1,637 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| Earnings (loss) per common share - basic            | $                  | 0.25   |             | $      | 0.24 |   | $ | (0.12 | ) | $ | 0.44 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| Earnings (loss) per common share - diluted          | $                  | 0.25   |             | $      | 0.24 |   | $ | (0.12 | ) | $ | 0.44 |   |
|                                                |               |   |             |   |   |   |   |   |   |   |   |   |
| Dividends declared per common share                 | $                  | 0.025  |             | $      | 0.025 |   | $ | 0.05 |   | $ | 0.05 |   |

 

 

See accompanying notes to consolidated financial statements.

 

Page 5

 

 

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**CECIL BANCORP, INC. AND SUBSIDIARIES**

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(dollars in thousands)

 

|                                                                       | 2009   |    | 2008   |   |
|----------------------------------------------------------------------------|--------|---------|--------|--------|
| CASH FLOWS FROM OPERATING ACTIVITIES:                                      |   |    |   |   |   |   |
| Net (loss) income                                                          | $      | (24     | )      | $      | 1,637 |   |
| Adjustments to reconcile net (loss) income to net cash                     |   |    |   |   |   |   |
| provided by operating activities:                                          |   |    |   |   |   |   |
| Depreciation and amortization                                              |   | 275     |   |   | 295 |   |
| Provision for loan losses                                                  |   | 3,820   |   |   | 600 |   |
| Gain of sale of loans                                                      |   | (122    | )      |   | (108 | ) |
| Gain on sale of other real estate owned                                    |   | (139    | )      |   | — |   |
| Gain on disposal of premises and equipment                                 |   | — |   |   | (3 | ) |
| Loss (income) from bank owned life insurance                               |   | 14      |   |   | (104 | ) |
| Excess servicing rights                                                    |   | (130    | )      |   | (92 | ) |
| Reinvested dividends on investments                                        |   | — |   |   | (10 | ) |
| Origination of loans held for sale                                         |   | (11,272 | )      |   | (6,145 | ) |
| Proceeds from sales of loans held for sale                                 |   | 11,290  |   |   | 6,198 |   |
| Net change in:                                                             |   |    |   |   |   |   |
| Accrued interest receivable and other assets                               |   | (700    | )      |   | 1,711 |   |
| Other liabilities                                                          |   | 3,790   |   |   | 4,515 |   |
| Net cash provided by operating activities                                  |   | 6,802   |   |   | 8,494 |   |
|                                                                       |   |    |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES:                                      |   |    |   |   |   |   |
| Purchases of investment securities held-to-maturity                        |   | (249    | )      |   | (247 | ) |
| Purchases of investment securities available-for-sale                      |   | — |   |   | (2,162 | ) |
| Net purchase of restricted investment securities                           |   | (478    | )      |   | (603 | ) |
| Proceeds from sales, maturities, calls and principal                       |   |    |   |   |   |    |
|    payments of investment securities available-for-sale          |   | 10,004  |   |   | 43 |   |
| Proceeds from maturities, calls and principal                              |   |    |   |   |   |   |
|    payments of investment securities held-to-maturity            |   | 250     |   |   | 2,750 |   |
| Net increase in loans                                                      |   | (30,355 | )      |   | (33,901 | ) |
| Proceeds from sale of other real estate owned                              |   | 512     |   |   | — |   |
| Proceeds on disposal of premises and equipment                             |   | — |   |   | 5 |   |
| Purchases of premises and equipment - net                                  |   | (116    | )      |   | (406 | ) |
| Net cash used in investing activities                                      |   | (20,432 | )      |   | (34,521 | ) |
|                                                                       |   |    |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                      |   |    |   |   |   |   |
| Net increase in deposits                                                   |   | 18,133  |   |   | 18,747 |   |
| Net (decrease) increase in advances from Federal Home Loan Bank of Atlanta |   | (71     | )      |   | 9,312 |   |
| Proceeds from issuance of common stock                                     |   | 17      |   |   | 24 |   |
| Payments of cash dividends                                                 |   | (557    | )      |   | (184 | ) |
| Net cash provided by financing activities                                  |   | 17,522  |   |   | 27,899 |   |
|                                                                       |   |    |   |   |   |   |
| INCREASE IN CASH AND CASH EQUIVALENTS                                      |   | 3,892   |   |   | 1,872 |   |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                           |   | 41,420  |   |   | 5,511 |   |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 | $      | 45,312  |   | $      | 7,383 |   |
| Supplemental disclosure of cash flows information:                         |   |    |   |   |   |   |
| Cash paid for income taxes                                                 | $      | 755     |   | $      | 1,514 |   |
| Cash paid for interest                                                     | $      | 6,600   |   | $      | 7,032 |   |
| Interest capitalized during the period                                     | $      | — |   | $      | 69 |   |
| Transfer from loans to other real estate owned                             | $      | 4,462   |   | $      | — |   |

 

 

See accompanying notes to consolidated financial statements.

Page 6

 

 

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**CECIL BANCORP, INC. AND SUBSIDIARIES**

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008

 

|   | 1. | GENERAL |
|--------|----|---------|

 

In the opinion of Cecil Bancorp, Inc. and subsidiaries (the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2009 and the results of its operations and cash flows for the three and six            months ended June 30, 2009 and 2008. These statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The statements should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. The results of operations for the            three and six months ended June 30, 2009 are not necessarily indicative of the results to be expected for the full year or for any other period. The Company has evaluated subsequent events for potential recognition and/or disclosure through August 7, 2009, the date the consolidated financial statements included in this Form 10-Q are being issued.

 

|   | 2. | FINANCIAL STATEMENT PREPARATION |
|--------|----|---------------------------------|

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts            of revenues and expenses during the reporting period. Estimates are used when accounting for uncollectible loans, depreciation and amortization, intangible assets, deferred income taxes, and contingencies, among others. Actual results could differ from those estimates.

 

|   | 3. | RECENT ACCOUNTING PRONOUNCEMENTS |
|--------|----|----------------------------------|

 

In April 2009, the Financial Accounting Standards Board (“FASB”) released Staff Positions FAS 107-1 and APB 28-1, FAS 157-4, FAS 115-2 and FAS 124-2, “*Other Than Temporary Impairment.*” FASB has issued the staff positions to address concerns regarding (1) determining whether a market is            not active and a transaction is not orderly, (2) recognition and presentation of other-than-temporary impairments and (3) interim disclosures of fair values of financial instruments. The staff positions will be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted the staff positions effective for the period ending June 30, 2009, but that adoption did not result in a material            effect on consolidated results of operations.

 

In May 2009, the FASB issued SFAS No. 165, “*Subsequent Events*” (“SFAS 165”). SFAS 165 is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.            It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009.

 

In June 2009, the FASB issued SFAS No. 166, a revision to SFAS No. 140, “*Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities*”, and will require more information about transferred of financial assets and where companies have continuing exposure to the risks            related to transferred financial assets. SFAS 166 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a calendar-year basis.

 

In June 2009, the FASB issued SFAS No. 167, a revision to FASB Interpretation No. 46(R), “*Consolidation of Variable Interest Entities*,” and will change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be            consolidated. Under SFAS No. 167, determining whether a company is required to consolidate an entity will be based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS 167 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a            calendar-year basis.

 

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|   | 4. | EARNINGS PER SHARE |
|--------|----|--------------------|

 

Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed after adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares            outstanding during the period. The dilutive effects of options, warrants, and their equivalents are computed using the “treasury stock” method. For the three and six months ended June 30, 2009, all options and warrants were excluded from the diluted earnings per share calculation because their effect was antidilutive. For the three and six months ended June 30, 2008, there were no options excluded from the diluted earnings per share calculation because their effect was            antidilutive. 

 

|                                               |   | Three Months Ended |      | Six Months Ended |   |
|----------------------------------------------------|--------|--------------------|-----------|------------------|--------|
|                                               |   | June 30,           |      | June 30,         |   |
|                                               |   | 2009               |      | 2008             |   | 2009 |   | 2008 |   |
| Basic:                                             |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Net income (loss)                                  |   | $                  | 1,096,000 |             | $      | 873,000 |   | $ | (24,000 | ) | $ | 1,637,000 |   |
| Preferred stock dividends and discount             |   |               | (177,000  | )                |   | — |   |   | (437,000 | ) |   | — |   |
| Net income (loss) available to common stockholders |   | $                  | 919,000   |             | $      | 873,000 |   | $ | (461,000 | ) | $ | 1,637,000 |   |
|                                               |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Average common shares outstanding                  |   |               | 3,689,346 |             |   | 3,679,783 |   |   | 3,688,776 |   |   | 3,679,035 |   |
|                                               |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Basic earnings (loss) per common share             |   | $                  | 0.25      |             | $      | 0.24 |   | $ | (0.12 | ) | $ | 0.44 |   |
|                                               |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Diluted:                                           |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Net income (loss)                                  |   | $                  | 1,096,000 |             | $      | 873,000 |   | $ | (24,000 | ) | $ | 1,637,000 |   |
| Preferred stock dividends and discount             |   |               | (177,000  | )                |   | — |   |   | (437,000 | ) |   | — |   |
| Net income (loss) available to common stockholders |   | $                  | 919,000   |             | $      | 873,000 |   | $ | (461,000 | ) | $ | 1,637,000 |   |
|                                               |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Average common shares outstanding                  |   |               | 3,689,346 |             |   | 3,679,783 |   |   | 3,688,776 |   |   | 3,679,035 |   |
| Stock option adjustment                            |   |               | —   |             |   | 3,759 |   |   | — |   |   | 3,920 |   |
|                                               |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Average common shares outstanding – diluted  |   |               | 3,689,346 |             |   | 3,683,542 |   |   | 3,688,776 |   |   | 3,682,955 |   |
|                                               |   |               |      |             |   |   |   |   |   |   |   |   |   |
| Diluted earnings (loss) per common share           |   | $                  | 0.25      |             | $      | 0.24 |   | $ | (0.12 | ) | $ | 0.44 |   |

 

|   | 5. | ACCOUNTING FOR STOCK OPTIONS |
|--------|----|------------------------------|

 

No options were granted or vested during the three and six months ended June 30, 2009 and 2008. A summary of the Company’s stock option activity, and related information for the periods indicated is as follows:

 

|                                 |   | Six Months Ended |   | Year Ended        |    |
|--------------------------------------|--------|------------------|--------|-------------------|---------|
|                                 |   | June 30, 2009    |   | December 31, 2008 |    |
|                                 |   |             |   | Weighted-         |    |   |   | Weighted- |   |
|                                 |   |             |   | Average           |    |   |   | Average |   |
|                                 |   | Shares           |   | Exercise Price    |    | Shares |   | Exercise Price |   |
|                                 |   |             |   |              |    |   |   |   |   |   |   |
| Outstanding at beginning of period   |   | 12,024           |   | $                 | 6.00    |   | 16,032 |   | $ | 6.00 |   |
| Granted                              |   | —          |   |              | — |   | — |   |   | — |   |
| Exercised                            |   | —          |   |              | — |   | (4,008 | ) |   | 6.00 |   |
| Canceled/expired                     |   | (12,024          | )      |              | 6.00    |   | — |   |   | — |   |
| Outstanding at end of period         |   | —          |   |              | — |   | 12,024 |   | $ | 6.00 |   |
|                                 |   |             |   |              |    |   |   |   |   |   |   |
| Options exercisable at end of period |   | —          |   |              | — |   | 16,032 |   | $ | 6.00 |   |

 

 

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6.           ASSETS MEASURED AT FAIR VALUE

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair            value measurements. While the Statement applies under other accounting pronouncements that require or permit fair value measurements, it does not require any new fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. In addition, the Statement establishes a fair value hierarchy, which prioritizes the            inputs to valuation techniques used to measure fair value into three broad levels. Level 1 assets are valued based on readily available pricing sources for transactions involving identical assets. Level 2 assets are valued based on transactions in less active markets. Valuations are obtained from third parting pricing services which use observable inputs for comparable assets other than level 1 assets. Level 3 assets are valued based on unobservable inputs that are supported by            little or no market activity that are significant to the fair value. Lastly, SFAS No. 157 requires additional disclosures for each interim and annual period separately for each major category of assets and liabilities. The following table shows the value (in thousands) at June 30, 2009 of each major category of assets measured at fair value on the consolidated balance sheets, which consists solely of investment securities available-for-sale. The changes in fair value were reflected            as a component of other comprehensive income and did not affect net income. 

 

|                       |        |               |        | Fair Value Measurements at Reporting Date Using           |
|-----------------------|--------|---------------|--------|-----------------------------------------------------------|
| Description           |   | CarryingValue |   | Quoted Pricesin ActiveMarkets ForIdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3) |
|                  |   |          |   |                                                      |   |   |   |   |
| Investment securities |   |          |   |                                                      |   |   |   |   |
| available-for-sale    |   | $1,669        |   | $1,584                                                    |   | $85 |   | $0 |

 

We may be required from time to time to measure certain other financial assets and liabilities at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower of cost or market accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis at June 30, 2009, the following            table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the assets. For both other real estate owned and impaired loans, Level 3 assets are valued at the lesser of the unpaid principal balance of the loan, or the appraised value of the underlying collateral, as determined by a third party appraiser.

 

|                         |        |                    |        | Fair Value Measurements at Reporting Date Using           |
|-------------------------|--------|--------------------|--------|-----------------------------------------------------------|
| Description             |   | CarryingValue      |   | Quoted Pricesin ActiveMarkets ForIdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3) |
|                    |   |               |   |                                                      |   |   |   |   |
| Other real estate owned |   | $  6,852 |   | $ --                                                 |   | $ -- |   | $ 6,852 |
| Impaired loans          |   | 21,126             |   | --                                                        |   | -- |   | 21,126 |

 

 

| 7. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
|----|-------------------------------------|

 

SFAS No. 107 *Disclosure About Fair Value of Financial Instruments*requires that the Company disclose estimated fair values for both its on and off-balance-sheet financial instruments. The following methods and assumptions were used to estimate the fair value of the Company’s financial instruments. Changes in estimates and            assumptions could have a significant impact on these fair values.

 

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Cash and Cash Equivalents- The fair values of cash and cash equivalents approximate their carrying values.

 

Investment Securities- The fair values of investment securities are based on quoted market prices, where available. If a quoted market price is not available, fair value is estimated using quoted market prices of comparable instruments.

 

Loans- The fair value of the loan portfolio is estimated by evaluating homogeneous categories of loans with similar financial and credit risk characteristics. Loans are segregated by types, such as residential mortgage, commercial real estate and consumer. Each loan category is further segmented into fixed and adjustable-rate interest            terms.

 

The fair values of each loan category are estimated by discounting contractual cash flows adjusted for estimated prepayments. Assumptions regarding prepayment estimates and discount rates are judgmentally determined by using available market information.

 

Accrued Interest Receivable- The fair value of the Company’s interest receivable approximates its carrying value.

 

Restricted Investment Securities- The fair value of the Company’s investment in stock of the FHLB and FRB approximates its carrying value.

 

Deposits- The fair values of deposits are estimated using a discounted cash flow calculation, adjusted for estimated decay rates, that applies interest rates currently offered for funding sources with similar maturities. Assumptions regarding discount rates and decay estimates are judgmentally determined by using available market            information.

 

Advances from the FHLB- The fair value of FHLB advances was estimated by computing the discounted value of contractual cash flows payable at current interest rates for obligations with similar remaining terms.

 

Commitments to Extend Credit- The Company charges fees for commitments to extend credit. Interest rates on loans for which these commitments are extended are normally committed for periods of less than one month. Fees charged on standby letters of credit and other financial guarantees are deemed to be immaterial and these guarantees are expected to be            settled at face amount or expire unused. It is impractical to assign any fair value to these commitments. 

 

The estimated fair values of financial instruments (in thousands) at June 30, 2009 are as follows:

 

|                             |   | **Carrying** |    | **Fair**  |   |
|----------------------------------|--------|--------------|---------|-----------|--------|
|                             |   | **Value**    |    | **Value** |   |
| Financial assets:                |   |         |    |      |   |   |   |
| Cash and cash equivalents        |   | $            | 45,312  |      | $      | 45,312 |   |
| Investment securities:           |   |         |    |      |   |   |   |
| Available-for-sale               |   |         | 1,669   |      |   | 1,669 |   |
| Held-to-maturity                 |   |         | 300     |      |   | 300 |   |
| Loans receivable                 |   |         | 431,654 |      |   | 444,107 |   |
| Restricted investment securities |   |         | 4,396   |      |   | 4,396 |   |
| Accrued interest receivable      |   |         | 2,164   |      |   | 2,164 |   |
| Financial liabilities:           |   |         |    |      |   |   |   |
| Deposits                         |   |         | 382,685 |      |   | 380,810 |   |
| Junior subordinated debentures   |   |         | 17,000  |      |   | 20,720 |   |
| Advances from FHLB               |   |         | 63,714  |      |   | 64,166 |   |

 

 

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The estimated fair values of financial instruments (in thousands) at December 31, 2008 are as follows:

 

|                             |   | **Carrying** |    | **Fair**  |   |
|----------------------------------|--------|--------------|---------|-----------|--------|
|                             |   | **Value**    |    | **Value** |   |
| Financial assets:                |   |         |    |      |   |   |   |
| Cash and cash equivalents        |   | $            | 41,420  |      | $      | 41,420 |   |
| Investment securities:           |   |         |    |      |   |   |   |
| Available-for-sale               |   |         | 11,712  |      |   | 11,712 |   |
| Held-to-maturity                 |   |         | 300     |      |   | 300 |   |
| Loans receivable                 |   |         | 408,063 |      |   | 436,382 |   |
| Restricted investment securities |   |         | 3,918   |      |   | 3,918 |   |
| Accrued interest receivable      |   |         | 2,225   |      |   | 2,225 |   |
| Financial liabilities:           |   |         |    |      |   |   |   |
| Deposits                         |   |         | 364,551 |      |   | 365,786 |   |
| Junior subordinated debentures   |   |         | 17,000  |      |   | 19,968 |   |
| Advances from FHLB               |   |         | 63,786  |      |   | 64,677 |   |

 

| 8. | INVESTMENT SECURITIES |
|----|-----------------------|

 

Investment securities have been classified in the consolidated balance sheets according to management’s intent and ability to hold the investment.

 

Investment securities at June 30, 2009 and December 31, 2008 are summarized in the following table (in thousands).

 

|                                      | **June 30, 2009** |   |           |
|-------------------------------------------|-------------------|--------|----------------|
|                                      |              |   | **Gross**      |   | **Gross** |   | **Estimated** |   |   |
|                                      | **Amortized**     |   | **Unrealized** |   | **Unrealized** |   | **Fair** |   |   |
|                                      | **Cost**          |   | **Gains**      |   | **Losses** |   | **Value** |   |   |
|                                      |              |   |           |   |   |   |   |   |   |   |   |   |
| Available-for-sale                        |              |   |           |   |   |   |   |   |   |   |   |   |
| Mutual funds - mortgage securities        | **$**             | 747    |           | **$** | — |   | $ | 42 |   | $ | 705 |   |
| Mutual funds - U.S. Government securities |              | 686    |           |   | — |   |   | 14 |   |   | 672 |   |
| Equity securities                         |              | 226    |           |   | — |   |   | 19 |   |   | 207 |   |
| Mortgage-backed securities                |              | 89     |           |   | — |   |   | 4 |   |   | 85 |   |
|                                      | **$**             | 1,748  |           | **$** | **—** |   | $ | 79 |   | $ | 1,669 |   |
|                                      |              |   |           |   |   |   |   |   |   |   |   |   |
| Held-to-Maturity:                         |              |   |           |   |   |   |   |   |   |   |   |   |
| Other                                     | **$**             | 50     |           | **$** | — |   | $ | — |   | $ | 50 |   |
| U. S. Treasury securities and obligations |              | 250    |           |   | — |   |   | — |   |   | 250 |   |
|                                      | **$**             | 300    |           | **$** | — |   | $ | — |   | $ | 300 |   |
|                                           |                   |        |                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

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|                                      | **December 31, 2008** |   |           |
|-------------------------------------------|-----------------------|--------|----------------|
|                                      |                  |   | **Gross**      |   | **Gross** |   | **Estimated** |   |   |
|                                      | **Amortized**         |   | **Unrealized** |   | **Unrealized** |   | **Fair** |   |   |
|                                      | **Cost**              |   | **Gains**      |   | **Losses** |   | **Value** |   |   |
|                                      |                  |   |           |   |   |   |   |   |   |   |   |   |
| Available-for-sale                        |                  |   |           |   |   |   |   |   |   |   |   |   |
| Mutual funds - mortgage securities        | **$**                 | 747    |           | **$** | — |   | $ | — |   | $ | 747 |   |
| Mutual funds - U.S. Government securities |                  | 686    |           |   | — |   |   | **—** |   |   | 686 |   |
| Equity securities                         |                  | 226    |           |   | — |   |   | 33 |   |   | 193 |   |
| FNMA discount note                        |                  | 9,966  |           |   | 33 |   |   | **—** |   |   | 9,999 |   |
| Mortgage-backed securities                |                  | 93     |           |   | — |   |   | 6 |   |   | 87 |   |
|                                      | **$**                 | 11,718 |           | **$** | 33 |   | $ | 39 |   | $ | 11,712 |   |
|                                      |                  |   |           |   |   |   |   |   |   |   |   |   |
| Held-to-Maturity:                         |                  |   |           |   |   |   |   |   |   |   |   |   |
| Other                                     | **$**                 | 50     |           | **$** | **—** |   | **$** | — |   | **$** | 50 |   |
| U. S. Treasury securities and obligations |                  | 250    |           |   | **—** |   |   | — |   |   | 250 |   |
|                                      | **$**                 | 300    |           | **$** | **—** |   | $ | — |   | $ | 300 |   |
|                                           |                       |        |                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

As of June 30, 2009, unrealized losses (in thousands) on securities were comprised of the following based on the length of time that the securities have been in a continuous loss position:

 

 

|                                      |   | **Less than 12 Months** |    | **More than 12 Months** |   | **Total** |   |
|-------------------------------------------|--------|-------------------------|---------|-------------------------|--------|-----------|--------|
|                                      |   | **Fair**                |    | **Unrealized**          |   | **Fair**  |   | **Unrealized** |   | **Fair** |   | **Unrealized** |   |
|                                      |   | **Value**               |    | **Losses**              |   | **Value** |   | **Losses** |   | **Value** |   | **Losses** |   |
| Available-for-Sale:                       |   |                    |    |                    |   |      |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Mutual funds - mortgage securities        |   | $                       | 705     |                    | $      | 42        |   | $ | — |   | $ | — |   | $ | 705 |   | $ | 42 |   |
| Mutual funds - U.S. Government securities |   |                    | 672     |                    |   | 14        |   |   | — |   |   | — |   |   | 672 |   |   | 14 |   |
| Equity securities                         |   |                    | 207     |                    |   | 19        |   |   | — |   |   | — |   |   | 207 |   |   | 19 |   |
| Mortgage-backed securities                |   |                    | — |                    |   | —   |   |   | 85 |   |   | 4 |   |   | 85 |   |   | 4 |   |
|                                      |   | $                       | 1,584   |                    | $      | 75        |   | $ | 85 |   | $ | 4 |   | $ | 1,669 |   | $ | 79 |   |

 

The securities with unrealized holding losses are impaired due to declines in fair value resulting from changes in interest rates. None of these securities have exhibited a decline in value due to changes in credit risk. Additionally, the Company has the intent and ability to hold the mortgage-backed securities until they mature, and the equity securities until the foreseeable            future, and does not expect to realize losses on any of the investments. Therefore, management does not consider the declines in fair value to be other than temporary. 

 

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**CECIL BANCORP, INC. AND SUBSIDIARIES**

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2009 AND 2008

 

**Forward-Looking Statements**. This Management’s Discussion and Analysis of financial condition and results of operations and other portions of this report include forward-looking statements such as: statements of the Company’s goals, intentions, and expectations; estimates of risks and of future costs and benefits; assessments of loan quality and of possible loan            losses; and statements of the Company’s ability to achieve financial and other goals. These forward-looking statements are subject to significant uncertainties because they are based upon: future interest rates, market behavior, and other economic conditions; future laws and regulations; and a variety of other matters. Because of these uncertainties, the actual future results may be materially different from the results indicated by these forward-looking statements. In            addition, the Company’s past growth and performance do not necessarily indicate its future results.

 

You should read this Management’s Discussion and Analysis of the Company’s consolidated financial condition and results of operations in conjunction with the Company’s unaudited consolidated financial statements and the accompanying notes.

**General**

Cecil Bancorp, Inc. (the “Company”) is the holding company for Cecil Bank (the “Bank”). The Company is subject to regulation by the Federal Reserve System. The Bank is a community-oriented Maryland chartered commercial bank, is a member of the Federal Reserve System and the Federal Home Loan Bank (“FHLB”) of Atlanta, and is an Equal Housing            Lender. Its deposits are insured by the Deposit Insurance Fund (“DIF”) of the Federal Deposit Insurance Corporation (“FDIC”). The Bank commenced operations in 1959 as a Federal savings and loan association. On October 1, 2002, the Bank converted from a stock federal savings bank to a commercial bank. Its deposits have been federally insured up to applicable limits, and it has been a member of the FHLB system since 1959. 

The Bank conducts its business through its main office in Elkton, Maryland, and branches in Elkton, North East, Fair Hill, Rising Sun, Cecilton, Aberdeen, Conowingo, and Havre de Grace, Maryland.

 

The Bank’s business strategy is to operate as an independent, community-oriented commercial bank dedicated to real estate, commercial, and consumer lending, funded primarily by retail deposits. The Bank has sought to implement this strategy by (1) continuing to emphasize residential mortgage lending through the origination of adjustable rate mortgage loans while increasing            its commercial and consumer lending portfolios; (2) investing in adjustable rate and short-term liquid investments; (3) controlling interest rate risk exposure; (4) maintaining asset quality; (5) containing operating expenses; and (6) maintaining “well capitalized” status. The Bank offers a full range of brokerage and investment services through a relationship with Community Bankers Securities, LLC. 

In December, 2008, the Company sold 11,560 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) at $1,000 per share and simultaneously issued a ten-year warrant to purchase 261,538 shares of the Company’s common stock at $6.63 per share to the United States Department of the Treasury as part of the Troubled Asset            Relief Program (“TARP”) Capital Purchase Program. The Series A Preferred Stock pays cumulative quarterly dividends at a rate of 5% per annum for the first five years, and, unless earlier redeemed, 9% per annum thereafter. We may not declare or pay a dividend or other distribution on our common stock (other than dividends payable solely in common stock), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock unless            all accrued and unpaid dividends on the Series A Preferred Stock have been paid in full. Whenever six or more quarterly dividends, whether or not consecutive, have not been paid, the holders of the Series A Preferred Stock will have the right to elect two directors until all accrued but unpaid dividends have been paid in full. Holders of the Series A Preferred Stock will also have the right to vote as a class on certain amendments to our Articles of Incorporation and on certain            mergers. Until the third anniversary of the issuance of the Series A Preferred Stock or its earlier redemption or transfer by the Department of Treasury to an unaffiliated holder, the Company may not increase the dividend on the common stock or repurchase any shares of common stock. In the event of any liquidation or dissolution of the Company, holders of the Series 

 

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A Preferred Stock will have priority over holders of the common stock to the extent of (i) the liquidation amount of $1,000 per share and (ii) the amount of any accrued and unpaid dividends.

**Asset/Liability Management**

The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread (the difference between the weighted average interest yields earned on interest-earning assets and the weighted average interest rates paid on interest-bearing liabilities) that can be sustained during fluctuations in prevailing interest rates. The            Company’s asset/liability management policies are designed to reduce the impact of changes in interest rates on its net interest income by achieving a favorable relationship between the maturities or repricing dates of its interest-earning assets and interest-bearing liabilities. The Bank’s lending policy emphasizes the origination of one-year, three-year, or five-year adjustable rate mortgage loans, adjustable rate commercial loans and lines of credit, and short-term            consumer loans. The Bank is currently originating residential mortgage loans for sale in the secondary market through the Federal Home Loan Mortgage Corporation. Management has been monitoring the retention of fixed rate loans through its asset/liability management policy.

**Comparison of Financial Condition at June 30, 2009 and December 31, 2008**

The Company’s assets increased by $21.2 million, or 4.3%, to $513.6 million at June 30, 2009 from $492.4 million at December 31, 2008 primarily as a result of increases in loans receivable, other real estate owned, and cash and cash equivalents, partially offset by a decrease in investment securities available-for-sale. This increase was funded by increases in deposits and            other liabilities and cash flows from maturing investment securities. 

Cash and cash equivalents increased by $3.9 million, or 9.4%, to $45.3 million at June 30, 2009 from $41.4 million at December 31, 2008. The Bank is currently running marketing campaigns and deposit specials to increase local core funding and retaining this cash to repay brokered deposits as they mature. Investment securities available-for-sale decreased by $10.0 million, or            85.8%, to $1.7 million at June 30, 2009 from $11.7 million at December 31, 2008 primarily due to the maturity of a FNMA discount note. Restricted investment securities, which consist of Federal Home Loan and Federal Reserve Bank stock, increased by $478,000, or 12.2%, to $4.4 million at June 30, 2009 from $3.9 million at December 31, 2008 as a result of the ongoing review of the investment requirements by the FHLB and the FRB. 

Gross loans receivable increased by $23.6 million, or 5.8%, to $431.7 million at June 30, 2009 from $408.1 million at December 31, 2008, primarily as a result of increased marketing efforts of our business development and loan departments. During the period, we realized a $22.1 million (15.4%) increase in commercial real estate loans, a $3.1 million (19.7%) increase in commercial            business loans, a $1.8 million (1.8%) increase in construction loans, offset in part by a $2.7 million (2.1%) decrease in one-to-four family residential and home equity loans. The allowance for loan losses increased by $1.4 million, or 22.4%, during the period (see “Analysis of Allowance for Loan Losses” below). The increase in the allowance for loan losses is a result of the consequences of an unpredictable economy and an unstable financial and real estate market, which            has led to an increase in nonperforming assets and charge-offs during 2009. The primary reason for the increase in charge-offs was due to one participation loan, in which we purchased a 2% stake, for which the lead bank initiated foreclosure proceedings during the first quarter of 2009. Our portion of the principal balance of this loan is approximately $1.8 million. The appraised value of the real estate collateral is approximately $610,000, which is net of anticipated costs to            sell, was transferred to other real estate owned and resulted in a charge to the allowance for loan losses of approximately $1.2 million. The lead bank on this participation has recently been placed into receivership with the FDIC, which is now administering the loan. The Bank has approximately $9.2 million in other loan participations with this institution. The Bank had no investments in the lead bank’s securities or deposits with it in excess of the maximum FDIC insurance            amount. 

Other real estate owned increased by $4.0 million, or 141.0%, to $6.8 million at June 30, 2009 from $2.8 million at December 31, 2008 due to the acquisition of properties securing nonperforming loans receivable. Other assets increased by $869,000, or 14.8%, to $6.7 million at June 30, 2009 from $5.9 million at December 31, 2008 primarily as a result of an increase in income taxes            receivable. 

The Company’s liabilities increased $21.9 million, or 4.8%, to $473.9 million at June 30, 2009 from $452.0 million at December 31, 2008. Deposits increased $18.1 million, or 5.0%, to $382.7 million at June 30, 2009 from $364.6 million at December 31, 2008. Increases in NOW accounts (up $5.8 million, or 28.8%), certificates of deposit (up $4.3 million, or 1.6%), checking            accounts (up $3.2 million, or 16.5%), money market accounts (up $2.1 million, or 35.0%), IRA certificates 

 

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(up $2.0 million, or 13.6%), and statement savings accounts (up $1.1 million, or 12.3%), partially offset by a decrease in money market certificates (down $702,000, or 9.9%), were primarily due to marketing campaigns and product specials focused on local core funding. Other liabilities increased by $3.8 million, or 56.8%, to $10.5 million at June 30, 2009 from $6.7 million at December 31, 2008            primarily due to increases in the amount owed to MoneyGram Payment Systems for the official checks written on June 30, 2009, SERP payable, and accrued FDIC insurance premiums. 

The Company’s stockholders’ equity decreased by $607,000, or 1.5%, to $39.8 million at June 30, 2009 from $40.4 million at December 31, 2008. This decrease is primarily the result of a net loss of $24,000, the Company’s regular cash dividend of $0.05 per common share, or $184,000, preferred stock dividends paid totaling $373,000, and a $44,000 decrease in the            Company’s accumulated other comprehensive income, partially offset by $17,000 in proceeds received from the sale of common stock associated with new shares issued through the Company’s dividend reinvestment plan. 

**Comparison of Results of Operations for the Three Months Ended June 30, 2009 and 2008**

Net income for the three month period ended June 30, 2009 increased $223,000, or 25.5% to $1.1 million as compared to net income for the same period in 2008 of $873,000. This increase was primarily the result of increases in net interest income and noninterest income, partially offset by increases in the provision for loan losses, noninterest expense, and income tax expense. Net            income available to common stockholders for the three month period ended June 30, 2009 increased $46,000, or 5.3% to $919,000 as compared to net income available to common stockholders for the same period in 2008 of $873,000. Net income available to common stockholders for the 2009 period reflects $177,000 in dividends and discount accretion on the Series A Preferred Stock in addition to the net income for the period. Basic and diluted earnings per common share were both $0.25 for            the second quarter of 2009, an increase of 4.2%, from $0.24 for the same period in 2008. The annualized return on average assets and annualized return on average equity were 0.90% and 11.18% respectively, for the three-month period ended June 30, 2009. This compares to an annualized return on average assets and annualized return on average equity of 0.82% and 12.15% respectively, for the same period in 2008. 

Net interest income, the Company’s primary source of income, increased 26.6%, or $1.0 million, to $4.8 million for the three months ended June 30, 2009, from $3.8 million over the same period in 2008. The weighted average yield on interest earning assets decreased to 6.92% for the three months ended June 30, 2009 from 7.43% for the three months ended June 30, 2008. The            weighted average rate paid on interest bearing liabilities decreased to 2.67% for the three months ended June 30, 2009 from 3.58% for the three months ended June 30, 2008. The net interest margin increased to 4.27% for the three months ended June 30, 2009 as compared to 3.86% for the same period in 2008. 

Interest and fees on loans increased by $554,000, or 7.8%, to $7.7 million for the three months ended June 30, 2009 from $7.1 million for the three months ended June 30, 2008. The increase is attributable to an increase in the average balance outstanding, partially offset by a decrease in the weighted-average yield. The average balance outstanding increased by $33.6 million, or            8.8%, to $413.7 million for the three months ended June 30, 2009 from $380.2 million for the three months ended June 30, 2008. The weighted-average yield decreased to 7.42% for the three months ended June 30, 2009 from 7.49% for the three month period ended June 30, 2008. 

Interest on investment securities decreased $27,000, or 51.9%, to $25,000 for the three months ended June 30, 2009 from $52,000 for the three months ended June 30, 2008. The average balance outstanding decreased $2.9 million to $1.9 million for the three months ended June 30, 2009 from $4.8 million over the three months ended June 30, 2008. The weighted-average yield increased to            5.20% for the three months ended June 30, 2009 from 4.32% for the three months ended June 30, 2008. 

Dividends on Federal Reserve and Federal Home Loan Bank stock decreased to $9,000 for the three months ended June 30, 2009 from $75,000 for the three months ended June 30, 2008 primarily due to the discontinuation of dividend payments by the Federal Home Loan Bank of Atlanta. The average balance outstanding decreased $757,000, or 14.7%, to $4.4 million for the three months ended            June 30, 2009 from $5.2 million for the three months ended June 30, 2008. The weighted-average yield decreased to 0.85% for the three months ended June 30, 2009 from 5.74% for the three months ended June 30, 2008. 

Interest on deposits decreased $376,000, or 15.5%, to $2.1 million for the three months ended June 30, 2009 from $2.4 million for the three months ended June 30, 2008. The average balance outstanding increased $79.0 million, or 28.0%, to $361.0 million for the three months ended June 30, 2009 from $282.0 million for the three months ended June 30, 2008. 

 

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The weighted-average rate paid decreased to 2.28% for the three months ended June 30, 2009 from 3.45% for the three months ended June 30, 2008. Interest expense on advances from the Federal Home Loan Bank of Atlanta decreased $163,000, or 20.9%, to $616,000 for the three months ended June 30, 2009 from $779,000 for the three months ended June 30, 2008. The average balance outstanding decreased $27.1            million, or 29.8%, to $63.7 million for the three months ended June 30, 2009 from $90.8 million for the three months ended June 30, 2008. The weighted average rate increased to 3.87% for the three months ended June 30, 2009 from 3.43% for the three months ended June 30, 2008. 

The provision for loan losses increased by $85,000 to $360,000 for the three months ended June 30, 2009 from $275,000 over the same period in 2008 (see “Analysis of Allowance for Loan Losses” below). 

Noninterest income increased 18.6%, or $91,000, to $581,000 for the three months ended June 30, 2009, from $490,000 over the same period in 2008. Commission income decreased by $30,000 to $3,000 for the three months ended June 30, 2009 from $33,000 for the same period in 2008. Gain on sale of loans increased 17.2% to $75,000 for the three months ended June 30, 2009 from $64,000            for the three months ended June 30, 2008. Gain on sale of other real estate owned increased 100% to $139,000 for the three months ended June 30, 2009, as compared to no activity for the quarter ended June 30, 2008, primarily due to the sale of one property. Income from bank owned life insurance decreased 30.5% to $41,000 for the three months ended June 30, 2009 from $59,000 for the three months ended June 30, 2008 due to a decrease in rates being paid by the insurance carriers.            Other income decreased by $17,000 to $55,000 for the three months ended June 30, 2009 from $72,000 for the three months ended June 30, 2008 primarily due to a decrease in income from our investment in Maryland Title Center LLC. 

Noninterest expense increased 22.5%, or $574,000, to $3.1 million for the three months ended June 30, 2009, from $2.6 million over the same period in 2008. Occupancy expense increased $12,000, or 7.4%, to $175,000 for the three months ended June 30, 2009, as compared to $163,000 for the same period in 2008 due to increases in rent expense on our leased branches and office building            repairs and maintenance. Equipment and data processing expense decreased $24,000, or 7.2%, to $309,000 for the three months ended June 30, 2009 from $333,000 for the three months ended June 30, 2008. This decrease is attributable to decreases in furniture, fixtures, and equipment expense and depreciation expense. FDIC deposit insurance premiums increased by $355,000 to $415,000 for the three months ended June 30, 2009 from $60,000 for the three months ended June 30, 2008 partially            due to the significant increase in deposits over the period. Additionally, beginning in January 2009, the FDIC doubled the assessment rate for most insured institutions. In addition, the FDIC imposed a special assessment on all FDIC-insured institutions equal to 5 basis points of assets less Tier 1 capital as of June 30, 2009. For the Bank, the special assessment equals $220,000. The FDIC may impose additional special assessments during the remainder of the year. Other noninterest            expense increased by $236,000, or 74.0%, to $555,000 for the quarter ended June 30, 2009 from $319,000 for the same period in 2008. This increase is primarily due to an increase in accounting fees. Legal fees, loan expense, and collection expense also increased as a result of the consequences of an unpredictable economy and an unstable financial and real estate market, which has led to an increase in nonperforming assets. Other real estate owned expense increased due to an increase            in the number of properties owned, as well as an increase in valuation allowances after updated appraisals were obtained. 

Income tax expense for the three-month periods ended June 30, 2009 and 2008 was $761,000 and $552,000, respectively, which equates to effective tax rates of 41.0% and 38.7%, respectively. 

**Comparison of Results of Operations for the Six Months Ended June 30, 2009 and 2008**

Net loss for the six month period ended June 30, 2009 was $24,000 as compared to net income for the same period in 2008 of $1.6 million. This decrease was primarily the result of increases in the provision for loan losses and noninterest expense, partially offset by an increase in net interest income and a decrease in income tax expense. Net loss available to common stockholders            for the six month period ended June 30, 2009 was $461,000 as compared to net income available to common stockholders for the same period in 2008 of $1.6 million. Net loss available to common stockholders for the 2009 period reflects $437,000 in dividends and discount accretion on the Series A Preferred Stock in addition to the net loss for the period. Basic and diluted loss per common share were both $0.12 for the six-month period ended June 30, 2009 as compared to earnings per            common share of $0.44 for the same period in 2008. The annualized return on average assets and annualized return on average equity were -0.01% and -0.12% respectively, for the six-month period ended June 30, 2009. This compares to an annualized return on average assets and annualized return on average equity of 0.79% and 11.53% respectively, for the same period in 2008. 

 

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Net interest income, the Company’s primary source of income, increased 17.0%, or $1.2 million, to $8.6 million for the six months ended June 30, 2009, from $7.4 million over the same period in 2008. The weighted-average yield on interest earning assets decreased to 6.73% for the six months ended June 30, 2009 from 7.63% for the six months ended June 30, 2008. The            weighted-average rate paid on interest bearing liabilities decreased to 2.91% for the six months ended June 30, 2009 from 3.74% for the six months ended June 30, 2008. The net interest margin was 3.86% for the six months ended June 30, 2009 as compared to 3.89% for the same period in 2008. 

Interest and fees on loans increased by $772,000, or 5.5%, to $14.9 million for the six months ended June 30, 2009 from $14.1 million for the six months ended June 30, 2008. The increase is attributable to an increase in the average balance outstanding partially offset by a decrease in the weighted-average yield. The average balance outstanding increased by $41.4 million to $409.5            million for the six months ended June 30, 2009 from $368.1 million for the six months ended June 30, 2008. The weighted-average yield decreased to 7.28% for the six months ended June 30, 2009 from 7.68% for the six months ended June 30, 2008. 

Interest on investment securities decreased $37,000, or 30.1%, to $86,000 for the six months ended June 30, 2009 from $123,000 for the six months ended June 30, 2008. The average balance outstanding increased $401,000 to $5.3 million for the six months ended June 30, 2009 from $4.9 million for the six months ended June 30, 2008. The weighted-average yield decreased to 3.25% for            the six months ended June 30, 2009 from 5.03% for the six months ended June 30, 2008. 

Dividends on Federal Reserve and Federal Home Loan Bank stock decreased $131,000 to $12,000 for the six months ended June 30, 2009 from $143,000 for the six months ended June 30, 2008 primarily due to the discontinuation of dividend payments by the Federal Home Loan Bank of Atlanta. The average balance outstanding decreased $643,000, or 13.2%, to $4.2 million for the six months            ended June 30, 2009 from $4.9 million for the six months ended June 30, 2008. The weighted-average yield decreased to 0.57% for the six months ended June 30, 2009 from 5.85% for the six months ended June 30, 2008. 

Interest on deposits decreased $398,000, or 7.9%, to $4.6 million for the six months ended June 30, 2009 from $5.0 million for the six months ended June 30, 2008. The average balance outstanding increased $83.7 million, or 30.4%, to $358.9 million for the six months ended June 30, 2009 from $275.2 million for the six months ended June 30, 2008. The weighted-average rate paid            decreased to 2.58% for the six months ended June 30, 2009 from 3.65% for the six months ended June 30, 2008. Interest expense on advances from the Federal Home Loan Bank of Atlanta decreased $249,000, or 16.9%, to $1.2 million for the six months ended June 30, 2009 from $1.5 million for the six months ended June 30, 2008. The average balance outstanding decreased $21.9 million, or 25.5%, to $63.7 million for the six months ended June 30, 2009 from $85.6 million for the six months            ended June 30, 2008. The weighted-average rate increased to 3.84% for the six months ended June 30, 2009 from 3.44% for the six months ended June 30, 2008. 

The provision for loan losses increased by $3.2 million to $3.8 million for the six months ended June 30, 2009 from $600,000 over the same period in 2008 (see “Analysis of Allowance for Loan Losses” below). The increase in the provision for loan losses is a result of the consequences of an unpredictable economy and an unstable financial and real estate market, which            has led to an increase in nonperforming assets and charge-offs during 2009. The primary reason for this increase was due to one participation loan, in which we purchased a 2% stake, for which the lead bank initiated foreclosure proceedings during the first quarter of 2009. Our portion of the principal balance of this loan is approximately $1.8 million. The appraised value of the real estate collateral is approximately $610,000, which is net of anticipated costs to sell, was            transferred to other real estate owned and resulted in a charge to the allowance for loan losses of approximately $1.2 million. 

Noninterest income decreased 0.6%, or $5,000, to $867,000 for the six months ended June 30, 2009, from $872,000 over the same period in 2008. ATM fees increased by $16,000, or 8.9%, to $196,000 for the six months ended June 30, 2009 from $180,000 for the six months ended June 30, 2008 due to an increase in surcharge fees from non-customer usage of our ATM machines. Commission            income decreased $31,000 to $5,000 for the six months ended June 30, 2009 from $36,000 for the same period in 2008. Gain on sale of loans increased $14,000, or 13.0%, to $122,000 for the six months ended June 30, 2009 from $108,000 for the six months ended June 30, 2008. Gain on sale of other real estate owned increased 100% to $139,000 for the six months ended June 30, 2009, as compared to no activity for the six months ended June 30, 2008, primarily due to the sale of one            property. Income from bank owned life insurance decreased $118,000 to $(14,000) for the six months ended June 30, 2009 from $104,000 for the six months ended June 30, 2008 due to the annual fee charged by the insurance company at the anniversary date of the policy, which was purchased in the first quarter of 2008. Additionally, the Bank completed a conversion to a new insurance carrier, and was charged a surrender fee by the previous carrier. Other 

 

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income decreased $19,000, or 15.0%, to $108,000 for the six months ended June 30, 2009 from $127,000 for the same period in 2008, primarily due to decreases in rental income and income earned on our investment in Maryland Title Center LLC.

Noninterest expense increased 14.1%, or $698,000, for the six months ended June 30, 2009, over the same period in 2008. Occupancy expense increased by $15,000, or 4.3%, to $366,000 for the six months ended June 30, 2009 from $351,000 for the same period in 2008 primarily due to increases in rent expense on our leased branches and office building repairs and maintenance. Equipment            and data processing expense decreased by $28,000, or 4.3%, to $623,000 for the six months ended June 30, 2009 from $651,000 for the six months ended June 30, 2008. This decrease is attributable to decreases in furniture, fixtures, and equipment expense and depreciation expense. FDIC deposit insurance premiums increased by $320,000 to $482,000 for the six months ended June 30, 2009 from $162,000 for the six months ended June 30, 2008 partially due to the significant increase in            deposits over the period. Additionally, beginning in January 2009, the FDIC doubled the assessment rate for most insured institutions. In addition, the FDIC imposed a special assessment on all FDIC-insured institutions equal to 5 basis points of assets less Tier 1 capital as of June 30, 2009. For the Bank, the special assessment equals $220,000. The FDIC may impose additional special assessments during the remainder of the year. Other expense increased by $385,000, or 64.3%, to            $984,000 for the six months ended June 30, 2009 from $599,000 for the six months ended June 30, 2008. This increase is primarily due to an increase in accounting fees. Legal fees, loan expense, and collection expense also increased as a result of the consequences of an unpredictable economy and an unstable financial and real estate market, which has led to an increase in nonperforming assets. Other real estate owned expense increased due to an increase in the number of properties            owned, as well as an increase in valuation allowances after updated appraisals were obtained.

Income tax expense for the six-month periods ended June 30, 2009 and 2008 was $26,000 and $1.0 million, respectively. 

**Loans Receivable**

The Company’s lending activities are predominantly conducted in Cecil and Harford Counties in the State of Maryland. The following table shows the composition of the loan portfolio at the indicated dates.

 

| ``                                                    |   | June 30,               |    |   |   | December 31, |   |
|-------------------------------------------------------|--------|------------------------|---------|--------|--------|--------------|--------|
|                                                  |   | 2009                   |    |   |   | 2008         |   |
|                                                  |   | Amount                 |    | %      |   |         |   | Amount |   | % |   |
|                                                  |   | (Dollars in thousands) |    |
| Type of Loan                                          |   |                   |    |   |   |         |   |   |   |   |   |   |   |
| Real estate loans:                                    |   |                   |    |   |   |         |   |   |   |   |   |   |   |
|  Construction loans                              |   | $                      | 105,224 |   | 24.38  | %            |   |   | $ | 103,407 |   | 25.34 | % |
|  One- to four-family residential and home equity |   |                   | 126,865 |   | 29.39  |         |   |   |   | 129,581 |   | 31.76 |   |
|  Multi-family residential                        |   |                   | 6,567   |   | 1.52   |         |   |   |   | 6,852 |   | 1.68 |   |
| Land                                                  |   |                   | 4,458   |   | 1.04   |         |   |   |   | 4,687 |   | 1.15 |   |
| Commercial                                            |   |                   | 165,182 |   | 38.27  |         |   |   |   | 143,126 |   | 35.07 |   |
|                                                  |   |                   |    |   |   |         |   |   |   |   |   |   |   |
| Commercial business loans                             |   |                   | 19,139  |   | 4.43   |         |   |   |   | 15,995 |   | 3.92 |   |
| Consumer loans                                        |   |                   | 4,209   |   | 0.97   |         |   |   |   | 4,415 |   | 1.08 |   |
| Gross loans                                           |   |                   | 431,654 |   | 100.00 | %            |   |   |   | 408,063 |   | 100.00 | % |
| Less: allowance for loan losses                       |   |                   | (7,726  | )      |   |         |   |   |   | (6,314 | ) |   |   |
| Net loans receivable                                  |   | $                      | 423,928 |   |   |         |   |   | $ | 401,749 |   |   |   |

 

**Nonperforming Assets**

 

Management reviews and identifies loans and investments that require designation as nonperforming assets. Nonperforming assets are: loans accounted for on a non-accrual basis, loans past due by 90 days or more but still accruing, restructured loans, and other real estate (assets acquired in settlement of loans). The increase in nonperforming assets is a result of the consequences of an unpredictable            economy and an unstable financial and real estate market. The following table sets forth certain information with respect to nonperforming assets.

 

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|                                              |   | June 30, |   | December 31, |   |
|---------------------------------------------------|--------|----------|--------|--------------|--------|
| *(Dollars in Thousands)*                          |   | 2009     |   | 2008         |   |
| Nonaccrual loans                                  |   | $        | 15,540 |         | $      | 10,459 |   |
| Loans 90 days or more past due               |   |     | 19     |         |   | 0 |   |
| Restructured loans                                |   |     | 5,567  |         |   | 0 |   |
| Total nonperforming loans                         |   |     | 21,126 |         |   | 10,459 |   |
| Other real estate owned, net                      |   |     | 6,852  |         |   | 2,843 |   |
| Total nonperforming assets                        |   | $        | 27,978 |         | $      | 13,302 |   |
| Nonperforming loans to total loans           |   |     | 4.89   | %            |   | 2.56 | % |
| Nonperforming assets to total assets              |   |     | 5.45   |         |   | 2.70 |   |
| Allowance for loan losses to non-performing loans |   |     | 36.57  |         |   | 60.37 |   |

 

**Analysis of Allowance for Loan Losses**

The Bank records provisions for loan losses in amounts necessary to maintain the allowance for loan losses at the level deemed appropriate. The allowance for loan losses is provided through charges to income in an amount that management believes will be adequate to absorb losses on existing loans that may become uncollectible, based upon evaluations of the collectibility of loans            and prior loan loss experience. The allowance is based on careful, continuous review and evaluation of the credit portfolio and ongoing, quarterly assessments of the probable losses inherent in the loan portfolio. The Bank employs a systematic methodology for assessing the appropriateness of the allowance, which includes determination of a specific allowance, a formula allowance, and an unallocated allowance. During the first six months of 2009, there were no changes in the            Bank’s methodology for assessing the appropriateness of the allowance.

Specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicate the probability that a loss may be incurred in an amount different from the amount determined by application of the formula allowance. 

The formula allowance is calculated by applying loss factors to corresponding categories of outstanding loans, excluding loans for which specific allocations have been made. Allowances are established for credits that do not have specific allowances according to the application of these credit loss factors to groups of loans based upon (a) their credit risk rating, for loans            categorized as substandard or doubtful either by the Bank in its ongoing reviews or by bank examiners in their periodic examinations, or (b) by type of loans, for other credits without specific allowances. These factors are set by management to reflect its assessment of the relative level of risk inherent in each category of loans, based primarily on historical charge-off experience. 

The unallocated allowance is based upon management’s evaluation of various conditions that are not directly measured in the determination of the specific and formula allowances. These conditions may include the nature and volume of the loan portfolio, overall portfolio quality, and current economic conditions that may affect the borrowers’ ability to pay. In addition to            these conditions, management has identified land acquisition and development loans, as well as construction speculation loans, as higher risk due to economic factors. Additionally, management has identified commercial business loans as higher risk based on the change in the nature and the volume of the portfolio over the last several periods. Therefore, management has allocated additional reserves to these two pools of loans over and above the specific and formula allowances.            

Determining the amount of the allowance for loan losses requires the use of estimates and assumptions, which is permitted under accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates. While management uses available information to estimate losses on loans, future additions to the allowance may be            necessary based on changes in economic conditions. In addition, as noted above, federal and state financial institution examiners, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses, and may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. 

Management determined that the appropriate allowance for loan losses at June 30, 2009 was $7.7 million, (1.79% of total loans), an increase of $1.4 million (22.4%) from the $6.3 million allowance (1.55% of total loans) at December 31, 2008. Annualized net charge-offs for the first six months of 2009 were 1.18% of average loans, as compared to net charge-offs of 0.05% of average            loans for the year 2008. The provision for loan losses required for the first six months of 2009 and 

 

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2008 was $3.8 million and $600,000, respectively. The increase in the allowance and provision for loan losses is a result of the consequences of an unpredictable economy and an unstable financial and real estate market, which has led to an increase in nonperforming assets and charge-offs during the first six months of 2009. The primary reason for the increase in charge-offs was due to one            participation loan, in which we purchased a 2% stake, for which the lead bank initiated foreclosure proceedings during the first quarter of 2009. Our portion of the principal balance of this loan is approximately $1.8 million. The appraised value of the real estate collateral is approximately $610,000, which is net of anticipated costs to sell, was transferred to other real estate owned and resulted in a charge to the allowance for loan losses of approximately $1.2            million.

 

A summary of activity in the allowance is shown below.

 

|                                             | 6 Months               |   |   | 12 Months    |   |
|--------------------------------------------------|------------------------|--------|--------|--------------|--------|
|                                             | Ended                  |   |   | Ended        |   |
|                                             | June 30,               |   |   | December 31, |   |
|                                             | 2009                   |   |   | 2008         |   |
|                                             | (Dollars in thousands) |   |
|                                             |                   |   |   |         |   |   |   |
| Balance at beginning of period                   | $                      | 6,314  |   |         | $      | 3,109 |   |
|                                             |                   |   |   |         |   |   |   |
| Loans charged-off:                               |                   |   |   |         |   |   |   |
| Residential real estate                          |                   | (1,211 | )      |         |   | (189 | ) |
| Commercial                                       |                   | (1,205 | )      |         |   | (97 | ) |
| Consumer                                         |                   | (12    | )      |         |   | (42 | ) |
| Total charge-offs                                |                   | (2,428 | )      |         |   | (328 | ) |
| Recoveries:                                      |                   |   |   |         |   |   |   |
| Residential real estate                          |                   | 3      |   |         |   | 0 |   |
| Commercial                                       |                   | 11     |   |         |   | 110 |   |
| Consumer                                         |                   | 6      |   |         |   | 18 |   |
| Total recoveries                                 |                   | 20     |   |         |   | 128 |   |
| Net charge-offs                                  |                   | (2,408 | )      |         |   | (200 | ) |
| Provision for loan losses                        |                   | 3,820  |   |         |   | 3,405 |   |
| Balance at end of period                         | $                      | 7,726  |   |         | $      | 6,314 |   |
| Net charge-offs to average loans                 |                   |   |   |         |   |   |   |
| outstanding during the period (annualized)       |                   | (1.18  | )%     |         |   | (0.05 | )% |
| Allowance for loan losses to loans               |                   | 1.79   |   |         |   | 1.55 |   |
| Allowance for loan losses to nonperforming loans |                   | 36.57  |   |         |   | 60.37 |   |

 

**Analysis of Deposits**

 

The following table sets forth the dollar amount of deposits in the various types of accounts offered by the Bank at the dates indicated.

 

|                        |   | Balance at             |    |     |   | Balance at   |   |     |   |
|-----------------------------|--------|------------------------|---------|----------|--------|--------------|--------|----------|--------|
|                        |   | June 30,               |    | %        |   | December 31, |   | %        |   |
|                        |   | 2009                   |    | Deposits |   | 2008         |   | Deposits |   |
|                        |   | (Dollars in thousands) |    |
| Regular checking            |   | $                      | 22,730  |     | 5.94   | %            | $      | 19,510   |   | 5.35 | % |
| NOW accounts                |   |                   | 26,047  |     | 6.81   |         |   | 20,219   |   | 5.55 |   |
| Passbook                    |   |                   | 11,473  |     | 3.00   |         |   | 11,347   |   | 3.11 |   |
| Statement savings           |   |                   | 9,603   |     | 2.51   |         |   | 8,550    |   | 2.35 |   |
| Money market                |   |                   | 8,263   |     | 2.16   |         |   | 6,122    |   | 1.68 |   |
| Holiday club                |   |                   | 223     |     | 0.06   |         |   | 81       |   | 0.02 |   |
| Certificates of Deposit     |   |                   | 281,171 |     | 73.47  |         |   | 276,851  |   | 75.94 |   |
| IRA Certificates of Deposit |   |                   | 16,763  |     | 4.38   |         |   | 14,757   |   | 4.05 |   |
| Money Market Certificates   |   |                   | 6,412   |     | 1.67   |         |   | 7,114    |   | 1.95 |   |
|                        |   | $                      | 382,685 |     | 100.00 | %            | $      | 364,551  |   | 100.00 | % |

 

Page 20

 

----

 

**Capital Adequacy**

Capital adequacy refers to the level of capital required to sustain asset growth and to absorb losses. The Board of Governors of the Federal Reserve System (“Federal Reserve”), which is the Bank’s principal federal regulator, has established requirements for total and tier 1 (core) risk-based capital and tier 1 leverage capital. The following table sets forth            applicable capital ratios of the Bank as of June 30, 2009 and December 31, 2008.

 

 

|                            |   |   |   |   |   | Regulatory Minimums |   |
|---------------------------------|--------|--------|--------|--------|--------|---------------------|--------|
|                            |   | 2009   |   | 2008   |   | Well                |   | Adequately |   |
|                            |   | Actual |   | Actual |   | Capitalized         |   | Capitalized |   |
|                            |   |   |   |   |   |                |   |   |   |
| Total risk-based capital ratio  |   | 13.65% |   | 14.64% |   | 10.00%              |   | 8.00% |   |
| Tier 1 risk-based capital ratio |   | 9.44%  |   | 10.24% |   | 6.00%               |   | 4.00% |   |
| Tier 1 leverage ratio           |   | 8.31%  |   | 8.64%  |   | 5.00%               |   | 4.00% |   |

 

 

As of June 30, 2009 and December 31, 2008, the Bank exceeded all applicable capital requirements to be classified as a well capitalized institution under the rules promulgated by the Board of Governors of the Federal Reserve System. Designation as a well capitalized institution under these regulations does not constitute a recommendation or endorsement by the Bank’s            regulators.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk -

|   | Not Applicable |
|--------|----------------|

Item 4T. Controls and Procedures

Cecil Bancorp’s management, under the supervision and with the participation of its Chief Executive Officer and its Chief Financial Officer, evaluated as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of            1934. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There were no significant changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15 under the Securities Exchange Act of 1934) during the quarter ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, the Company’s            internal control over financial reporting.

 

Page 21

 

 

----

| PART II. | Other Information: |
|----------|--------------------|

 

|   | Item 1. Legal Proceedings - |
|--------|-----------------------------|

|   | Not Applicable |
|--------|----------------|

Item 1A.Risk Factors -

|   | Not Applicable |
|--------|----------------|

|   | Item 2. Unregistered Sale of Equity Securities and Use of Proceeds - |
|--------|----------------------------------------------------------------------|

|   | Not Applicable |
|--------|----------------|

|   | Item 3. Defaults Upon Senior Securities - |
|--------|-------------------------------------------|

|   | Not Applicable |
|--------|----------------|

|   | Item 4. Submission of Matters to a Vote of Security Holders - |
|--------|---------------------------------------------------------------|

The Annual Meeting of Stockholders of Cecil Bancorp, Inc. was held on May 13, 2009, at 9:00 a.m. at the Cecil Bank Corporate Center, Elkton, Maryland, for the purpose of electing three members of the board of directors, approving the Cecil Bancorp, Inc. 2009 Equity Incentive Plan, and approving a non-binding resolution on executive compensation. Proxies for the meeting were            solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management’s solicitations.

All of management’s nominees for directors as listed in the proxy statement were elected with the following vote:

 

|  |                            | SharesVoted

“For” |      | Shares

“Withheld” |
|--|---------------------------------|--------------------------------|-----------|--------------------------------|
|  |                            |                           |      |                           |
|  | To serve for a three-year term: |                           |      |                           |
|  |                            | William H. Cole, IV            | 2,985,102 |                           | 21,530 |
|  |                                 | Mary B. Halsey                 | 2,970,271 |                           | 36,361 |
|  |                                 | Thomas L. Vaughan, Sr.         | 2,977,601 |                           | 29,031 |

 

There were no abstentions or broker non-votes on that proposal.

 

Other directors continuing in office following the annual shareholders’ meeting were Matthew G. Bathon, Brian L. Lockhart, Mark W. Saunders, and Charles F. Sposato.

 

The Cecil Bancorp, Inc. 2009 Equity Incentive Plan and the non-binding resolution on executive compensation were both approved with the following vote:

 

|                                |  |  Shares Voted ”For” |   | Shares

“Against” |   |    Shares

“Abstain” |   |   BrokerNon-Vote |   |
|-------------------------------------|--|------------------------------------------------|--------|-------------------------------|--------|--------------------------------------------|--------|-----------------------|--------|
| Approve 2009 Equity Incentive Plan  |  | 2,303,581                                      |   |   87,319                 |   | 90,535                                     |   | 525,197               |   |
| Approve non-binding resolution on   |  |                                           |   |                          |   |                                       |   |                  |   |
|    executive compensation |  | 2,824,046                                      |   | 100,833                       |   | 81,753                                     |   | 0                     |   |

 

|   | Item 5. Other Information - |
|--------|-----------------------------|

|   | Not Applicable |
|--------|----------------|

 

Page 22

 

 

----

                Item 6.Exhibits -

 

| **Exhibit No.** | **Description**                                                                                                                                                                                                                                                      | **Incorporated by Reference to:**                                                                                                                                              |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1             | Articles of Incorporation of Cecil Bancorp, Inc.                                                                                                                                                                                                                     | Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008                                                                                               |
| 3.2             | Bylaws of Cecil Bancorp, Inc.                                                                                                                                                                                                                                        | Exhibit 3.2 to Annual Report on Form 10-KSB for the year ended December 31, 2000, SEC File No. 0-24926.                                                                        |
| 3.3

      | Articles Supplementary for Fixed Rate Cumulative Perpetual Preferred Stock, Series A                                                                                                                                                                            | Exhibit 3.1 to Current Report on Form 8-K filed December 23, 2008.                                                                                                             |
| 4.1             | Form of Common Stock Certificate                                                                                                                                                                                                                                     | Exhibit 4 to Registration Statement on Form S-1 (File No. 33-81374)                                                                                                            |
| 4.2             | Form of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A                                                                                                                                                                               | Exhibit 4.1 to Current Report on Form 8-K filed December 23, 2008.                                                                                                             |
| 4.3             | Warrant for Purchase of Shares of Common Stock                                                                                                                                                                                                                       | Exhibit 4.2 to Current Report on Form 8-K filed December 23, 2008.                                                                                                             |
| 4.4             | Amended and Restated Trust Agreement, dated as of March 23, 2006, among Cecil Bancorp, Inc., as depositor, Wilmington Trust Company, as property and Delaware Trustee, and Charles F. Sposato, Mary B. Halsey and Jennifer Carr, as administrative trustees.         | Not filed in accordance with the provisions of Item 601(b)(4)(iii) of Regulation S-K. The Registrant agrees to provide a copy of this document to the Commission upon request. |
| 4.5             | Junior Subordinated Indenture, dated as of March 23, 2006 between Cecil Bancorp, Inc. and Wilmington Trust Company, as Trustee.                                                                                                                                      | Not filed in accordance with the provisions of Item 601(b)(4)(iii) of Regulation S-K. The Registrant agrees to provide a copy of this document to the Commission upon request. |
| 4.6             | Guarantee Agreement, dated as of March 23, 2006, between Cecil Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee.                                                                                                                      | Not filed in accordance with the provisions of Item 601(b)(4)(iii) of Regulation S-K. The Registrant agrees to provide a copy of this document to the Commission upon request. |
| 4.7             | Amended and Restated Declaration of Trust, dated as of November 30, 2006 by and among Wilmington Trust Company, as Delaware and institutional trustee, Cecil Bancorp, Inc., as sponsor, and Charles F. Sposato, Mary B. Halsey and Jennifer Carr, as administrators. | Exhibit 10.3 to Current Report on Form 8-K filed December 4, 2006.                                                                                                             |
| 4.8             | Indenture, dated as of November 30, 2006, between Cecil Bancorp, Inc. and Wilmington Trust Company, as trustee.                                                                                                                                                      | Exhibit 10.1 to Current Report on Form 8-K filed December 4, 2006.                                                                                                             |
| 4.9             | Guarantee Agreement, dated as of November 30, 2006, between Cecil Bancorp, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee.                                                                                                                   | Exhibit 10.4 to Current Report on Form 8-K filed December 4, 2006.                                                                                                             |
| 31              | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                                                              |                                                                                                                                                                           |
| 32              | 18 U.S.C. Section 1350 Certifications                                                                                                                                                                                                                                |                                                                                                                                                                           |

 

 

Page 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.

 

 

|                                            |   | CECIL BANCORP, INC. |
|-------------------------------------------------|--------|---------------------|
|  

 

Date:  August 7, 2009 |   | By:                 | /s/ Mary B. Halsey |
|                                            |   |                | Mary B. Halsey

President and Chief Executive Officer

(Duly Authorized Officer) |
|  

 

Date:  August 7, 2009 |   | By:                 | /s/ Robert Lee Whitehead |
|                                            |   |                | Robert Lee Whitehead

Vice President and Chief Financial Officer(Principal Financial and Accounting Officer) |

 

 

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