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 March 31, 2012.

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).

[X] 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	Accelerated filer o
Non-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 May 7, 2012, there were 7,422,164 shares of common stock outstanding

Page 1

CECIL BANCORP, INC. AND SUBSIDIARIES

CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets -	3
	March 31, 2012 and December 31, 2011
	Consolidated Statements of Operations and Comprehensive Income (Loss)	4-5
	for the Three Months Ended March 31, 2012 and 2011)
	Consolidated Statements of Cash Flows	6
	for the Three Months Ended March 31, 2012 and 2011 (Unaudited)
	Notes to Consolidated Financial Statements	7-23
ITEM 2.	Management’s Discussion and Analysis of Financial Condition	24-31
	and Results of Operations
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	31
ITEM 4.	Controls and Procedures	31
PART II – OTHER INFORMATION		32-33
SIGNATURES		34
CERTIFICATIONS		35-38

Page 2

PART I.  Financial Information

ITEM 1.  Financial Statements

CECIL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

	March 31,			December 31,
	2012			2011
	(unaudited)
ASSETS
Cash and due from banks	$	30,164		$	19,944
Interest bearing deposits with banks		12,534			13,908
Federal funds sold		536			559
Cash and cash equivalents		43,234			34,411
Investment securities:
Securities available-for-sale at fair value		27,665			23,656
Securities held-to-maturity (fair value of $7,448
in 2012 and $9,736 in 2011)		7,427			9,745
Restricted investment securities – at cost		4,297			4,296
Loans receivable		337,978			330,262
Less: Allowance for loan losses		(13,133	)		(12,412	)
Net loans receivable		324,845			317,850
Other real estate owned		31,740			30,966
Premises and equipment, net		9,962			10,041
Accrued interest receivable		1,483			1,523
Mortgage servicing rights		470			467
Bank owned life insurance		8,328			8,284
Deferred tax assets		9,315			9,318
Assets held for sale		-			5,903
Income taxes receivable		6,266			5,276
Other assets		1,871			1,935
TOTAL ASSETS	$	476,903		$	463,671
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	$	350,129		$	339,075
Other liabilities		12,034			10,612
Junior subordinated debentures		17,000			17,000
Advances from Federal Home Loan Bank of Atlanta		63,500			63,500
Other borrowed funds		1,169			1,169
Total liabilities		443,832			431,356
STOCKHOLDERS’ EQUITY:
Preferred stock, $.01 par value; authorized 1,000,000 shares
Series A issued and outstanding 11,560 shares, liquidation
preference $1,000 per share, in 2012 and 2011		11,239			11,200
Series B issued and outstanding 142,196 shares, liquidation
preference $17.20 per share, in 2012 and zero in 2011		2,411			-
Common stock, $.01 par value; authorized 10,000,000
shares, issued and outstanding 7,422,164 shares in
2012 and 2011		75			75
Additional paid in capital		12,299			12,299
Retained earnings		7,022			8,721
Accumulated other comprehensive income		25			20
Total stockholders’ equity		33,071			32,315
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	476,903		$	463,671

See accompanying notes to consolidated financial statements.

Page 3

CECIL BANCORP, INC. AND SUBSIDIARIES

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

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(dollars in thousands, except per share data)

	2012			2011
INTEREST INCOME:
Interest and fees on loans	$	4,339		$	5,826
Interest on investment securities		100			57
Dividends on FHLB and FRB stock		21			17
Other interest-earning assets		14			18
Total interest income		4,474			5,918
INTEREST EXPENSE:
Interest expense on deposits		969			1,261
Interest expense on junior subordinated debentures		162			297
Interest expense on advances from FHLB		613			607
Interest expense on other borrowed funds		15			15
Total interest expense		1,759			2,180
NET INTEREST INCOME		2,715			3,738
PROVISION FOR LOAN LOSSES		2,950			500
NET INTEREST (LOSS) INCOME AFTER PROVISION FOR LOAN LOSSES		(235	)		3,238
NONINTEREST INCOME:
Deposit account fees		115			134
ATM fees		115			106
Commission income		-			1
Gain on sale of loans		1,056			57
Loss on sale of other real estate owned		(210	)		(5	)
Loss on investments		-			(50	)
Income from bank owned life insurance		44			46
Other		93			74
Total noninterest income		1,213			363
NONINTEREST EXPENSE:
Salaries and employee benefits		1,325			1,284
Occupancy expense		183			223
Equipment and data processing expense		322			298
FDIC deposit insurance premium		287			192
Other real estate owned expense and valuation		435			696
Professional fees		510			167
Loan collection expense		86			315
Other		349			299
Total noninterest expense		3,497			3,474
NET (LOSS) INCOME BEFORE INCOME TAXES		(2,519	)		127
INCOME TAX (BENEFIT) EXPENSE		(1,004	)		41
NET (LOSS) INCOME (CARRIED FORWARD)	$	(1,515	)	$	86

Page 4

CECIL BANCORP, INC. AND SUBSIDIARIES

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

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(dollars in thousands, except per share data)

	2012			2011
NET (LOSS) INCOME (BROUGHT FORWARD)	$	(1,515	)	$	86
OTHER COMPREHENSIVE INCOME
Unrealized gains (losses) on
investment securities,
net of deferred taxes
		5			(13	)
TOTAL COMPREHENSIVE (LOSS) INCOME	$	(1,510	)	$	73
NET (LOSS) INCOME	$	(1,515	)	$	86
PREFERRED STOCK DIVIDENDS AND DISCOUNT ACCRETION		(184	)		(181	)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(1,699	)	$	(95	)
Loss per common share - basic	$	(0.23	)	$	(0.01	)
Loss per common share - diluted	$	(0.23	)	$	(0.01	)
Dividends declared per common share	$	0.00		$	0.00

See accompanying notes to consolidated financial statements.

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CECIL BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

(dollars in thousands)

	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(1,515	)	$	86
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization		340			178
Provision for loan losses		2,950			500
Gain on sale of loans		(1,056	)		(57	)
Loss on sale of other real estate owned		210			5
Loss on investments		-			50
Loss on premises and equipment		6			1
Gain on assets held for sale		(18	)		-
Increase in cash surrender value of bank owned life insurance		(44	)		(46	)
Other real estate owned valuation		259			529
Excess servicing rights		(30	)		(33	)
Origination of loans held for sale		(14,135	)		(2,745	)
Proceeds from sales of loans held for sale		15,163			2,776
Net change in:
Accrued interest receivable and other assets		(825	)		434
Other liabilities		429			604
Net cash provided by operating activities		1,734			2,282
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available-for-sale		(6,780	)		(109	)
Purchases of investment securities held-to-maturity		(250	)		(3,898	)
Proceeds from sales, maturities, calls and principal payments of
investment securities available-for-sale		3,506			80
Proceeds from maturities, calls and principal payments of
investment securities held-to-maturity		2,502			1,987
Net purchase of Federal Home Loan Bank of Atlanta stock		(1	)		-
Net (increase) decrease in loans		(11,778	)		9,130
Proceeds from sale of other real estate owned		567			185
Proceeds from sale of premises and equipment		25			9
Purchases of premises and equipment		(79	)		(157	)
Proceeds from sale of assets held for sale		5,911			-
Net cash (used in) provided by investing activities		(6,377	)		7,227
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		11,055			(7,159	)
Proceeds from issuance of preferred stock		2,411			-
Proceeds from issuance of common stock		-			10
Net cash provided by (used in) financing activities		13,466			(7,149	)
INCREASE IN CASH AND CASH EQUIVALENTS		8,823			2,360
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		34,411			51,969
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	43,234		$	54,329
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	1,578		$	1,888
Transfer from loans to other real estate owned	$	1,860		$	2,492

See accompanying notes to consolidated financial statements.

Page 6

CECIL BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

1.       GENERAL

 In the opinion of 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 March 31, 2012 and the results of its operations and cash flows for the three months ended March 31, 2012 and 2011.  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, 2011.  The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year or for any other period.

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 for 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

           FASB ASU 2011-05, “Comprehensive Income (Topic 220) – Presentation of Comprehensive Income”

 This ASU increases the prominence of other comprehensive income (“OCI”) in financial statements and provides two options for presenting OCI. The ASU eliminates the current placement near the statement of shareholders’ equity or detailed in the Consolidated Statement of Changes in Shareholders’ Equity. The ASU provides for an OCI statement to be included with the net income statement, and together the two will make a statement of total comprehensive income. Alternatively, businesses can have an OCI statement separate from a net income statement, but the two statements will have to appear consecutively within a financial report. The ASU does not affect the calculation of OCI. The ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial condition or results of operations.

FASB ASU 2011-04, “Fair Value Measurement (Topic 820) –Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”

 This ASU amends the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The ASU clarifies the application of existing fair value measurement requirements and changes the principles or requirements for measuring fair value or for disclosing information about fair value measurements. The ASU will require new disclosures for any transfers between Levels 1 and 2 of the fair value hierarchy, not just significant transfers, and further expands focus on Level 3 measurements, including quantitative information about the significant unobservable inputs used for all Level 3 measurements, a qualitative discussion about the sensitivity of recurring Level 3 measurements to changes in the unobservable inputs disclosed, and a description of the valuation processes. The ASU is effective for reporting periods beginning on or after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial condition or results of operations.

FASB ASU 2011-03, “Transfer and Servicing (Topic 860) –Reconsideration of Effective Control of Repurchase Agreements”

 This ASU improves the accounting for repurchase agreements and other agreements that entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The ASU removes from the assessment of effective

Page 7

control: (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation related to that criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in this ASU. The ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The adoption of ASU 2011-03 did not have a material impact on the Company’s financial condition or results of operations.

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 quarter.  Diluted earnings per share are computed by 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 months ended March 31, 2012 and 2011, all 523,076 options and warrants were excluded from the diluted earnings per share calculation because their effect was antidilutive.  Earnings per share calculations have been adjusted to give retroactive effect to the 2-for-1 stock split approved by the Board of Directors in May 2011.  The calculation of net income per common share for the three months ended March 31, 2012 and 2011 is as follows:

	2012			2011
BASIC AND DILUTED:
Net (loss) income	$	(1,515,000	)	$	86,000
Preferred stock dividends and discount accretion		(184,000	)		(181,000	)
Net loss available to common stockholders	$	(1,699,000	)	$	(95,000	)
Average common shares outstanding		7,422,164			7,400,440
Basic and diluted net loss per share	$	(0.23	)	$	(0.01	)

5.       ACCOUNTING FOR STOCK BASED COMPENSATION PLANS

 In November 2009, the Company approved the granting of 120,250 restricted stock awards (after adjustment for the 2-for-1 stock split approved by the Board of Directors in May 2011) with a fair market value of $2.00 per share.  The awards vest over a period of five years.  A summary of the Company’s activity and related information for the periods indicated is as follows:

	Three Months Ended			Year Ended
	March 31, 2012			December 31, 2011
	Shares	Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Unvested at beginning of year	111,694	$	2.00	116,288		$	2.00
Forfeited	—		—	(1,926	)		2.00
Awarded	—		—	—			—
Released	—		—	(2,668	)		2.00
Unvested at end of period	111,694	$	2.00	111,694		$	2.00

6.       ASSETS MEASURED AT FAIR VALUE

 In September 2006, the Financial Accounting Standards Board (“FASB”) issued ASC Topic 820. ASC Topic 820 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. ASC Topic 820 defines fair value

Page 8

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. Lastly, ASC Topic 820 requires additional disclosures for each interim and annual period separately for each major category of assets and liabilities.  For Level 2 assets, the Company uses information from a third party pricing service, which is estimated using market prices of comparable instruments or other methods, such as the present value of future cash flows.  The following table shows the value (in thousands) at March 31, 2012 and December 31, 2011 of each major category of assets measured on a recurring basis 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	Carrying Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2012
Investment securities available-for-sale
Mutual funds – mortgage securities	$	711	$	711	$	—	$	—
Mutual funds – U.S. Government
securities		676		676		—		—
Equity securities		374		374		—		—
SBA securitized loan pools		4,636		—		4,636		—
Other debt securities		1,383		—		1,383		—
Mortgage-backed securities		19,885		—		19,885		—
Total investment securities available-for-sale	$	27,665	$	1,761	$	25,904	$	—

	Fair Value Measurements at Reporting Date Using
Description	Carrying Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2011
Investment securities available-for-sale
Mutual funds – mortgage securities	$	711	$	711	$	—	$	—
Mutual funds – U.S. Government
securities		674		674		—		—
Equity securities		362		362		—		—
SBA securitized loan pools		4,921		—		4,921		—
Other debt securities		3,167		—		3,167		—
Mortgage-backed securities		13,821		—		13,821		—
Total investment securities available-for-sale	$	23,656	$	1,747	$	21,909	$	—

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 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 March 31, 2012 and December 31, 2011, the following table provides (in thousands) 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, net of estimated selling costs, as determined by a third party appraiser.  During the three months ended March 31, 2012, there were no transfers between levels.

	Fair Value Measurements at Reporting Date Using
			Quoted Prices
			In Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
Description	Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2012
Other real estate owned:
Construction & Land Development	$	15,670	$	0	$	0	$	15,670
1-4 Family Residential		6,441		0		0		6,441
Multi-Family Residential		0		0		0		0
Commercial Real Estate		9,629		0		0		9,629
Total	$	31,740	$	0	$	0	$	31,740
Impaired loans:
Construction & Land Development	$	19,687	$	0	$	0	$	19,687
1-4 Family Residential		12,873		0		0		12,873
Multi-Family Residential		0		0		0		0
Commercial Real Estate		22,951		0		0		22,951
Commercial Business		233		0		0		233
Consumer		5		0		0		5
Total	$	55,749	$	0	$	0	$	55,749
December 31, 2011
Other real estate owned:
Construction & Land Development	$	14,747	$	0	$	0	$	14,747
1-4 Family Residential		7,179		0		0		7,179
Multi-Family Residential		0		0		0		0
Commercial Real Estate		9,040		0		0		9,040
Total	$	30,966	$	0	$	0	$	30,966
Impaired loans:
Construction & Land Development	$	23,266	$	0	$	0	$	23,266
1-4 Family Residential		14,531		0		0		14,531
Multi-Family Residential		286		0		0		286
Commercial Real Estate		23,584		0		0		23,584
Commercial Business		661		0		0		661
Consumer		163		0		0		163
Total	$	62,491	$	0	$	0	$	62,491

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7.       FAIR VALUE OF FINANCIAL INSTRUMENTS

 FASB ASC 825-10-50 “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.

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 Receivable - 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.

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.

Junior Subordinated Debentures – The fair value was estimated by computing the discounted value of contractual cash flows payable at current interest rates for obligations with similar remaining terms.

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.

Other Borrowed Funds – The fair value 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.

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The estimated fair values of financial instruments (in thousands) at March 31, 2012 are as follows:

							Fair Value Measurements at Reporting Date Using
							Quoted Prices
							In Active			Significant
							Markets for			Other			Significant
							Identical			Observable			Unobservable
	Carrying						Assets			Inputs			Inputs
	Value			Fair Value			(Level 1)			(Level 2)			(Level 3)
Financial assets:
Investment securities:
Available-for-sale		$	27,665		$	27,665		$	1,761		$	25,904		$	—
Held-to-maturity			7,427			7,448			—			7,448			—
Loans receivable			337,978			406,962			—			—			406,962
Restricted investment securities			4,297			4,297			—			4,297			—
Financial liabilities:
Deposits			350,129			329,576			—			—			329,576
Junior subordinated debentures			17,000			17,428			—			17,428			—
Advances from FHLB			63,500			63,571			—			63,571			—
Other borrowed funds			1,169			1,168			—			1,168			—

The estimated fair values of financial instruments (in thousands) at December 31, 2011 are as follows:

							Fair Value Measurements at Reporting Date Using
							Quoted Prices
							In Active			Significant
							Markets for			Other			Significant
							Identical			Observable			Unobservable
	Carrying						Assets			Inputs			Inputs
	Value			Fair Value			(Level 1)			(Level 2)			(Level 3)
Financial assets:
Investment securities:
Available-for-sale		$	23,656		$	23,656		$	1,747		$	21,909		$	—
Held-to-maturity			9,745			9,736			—			9,736			—
Loans receivable			330,262			401,098			—			—			401,098
Restricted investment securities			4,296			4,296			—			4,296			—
Financial liabilities:
Deposits			339,075			322,027			—			—			322,027
Junior subordinated debentures			17,000			14,711			—			14,711			—
Advances from FHLB			63,500			63,662			—			63,662			—
Other borrowed funds			1,169			1,168			—			1,168			—

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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 March 31, 2012 and December 31, 2011 are summarized in the following table (in thousands).

	2012
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-Sale:
Mutual funds - mortgage securities	$	747	$	5	$	41	$	711
Mutual funds - U.S. Government securities		686		—		10		676
Equity securities		226		148		—		374
SBA securitized loan pools		4,715		2		81		4,636
Other debt securities		1,413		2		32		1,383
Mortgage-backed securities		19,837		77		29		19,885
	$	27,624	$	234	$	193	$	27,665
Held-to-Maturity:
SBA securitized loan pools	$	1,829	$	—	$	21	$	1,808
Other debt securities		500		11		—		511
Mortgage-backed securities		4,348		50		19		4,379
U. S. Treasury securities and obligations		750		—		—		750
	$	7,427	$	61	$	40	$	7,448

	2011
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Available-for-Sale:
Mutual funds - mortgage securities	$	747	$	5	$	41	$	711
Mutual funds - U.S. Government securities		686		—		12		674
Equity securities		226		136		—		362
SBA securitized loan pools		4,947		9		35		4,921
Other debt securities		3,200		4		37		3,167
Mortgage-backed securities		13,817		49		45		13,821
	$	23,623	$	203	$	170	$	23,656
Held-to-Maturity:
SBA securitized loan pools	$	2,161	$	—		32	$	2,129
Other debt securities		1,500		12		—		1,512
Mortgage-backed securities		5,334		41		30		5,345
U. S. Treasury securities and obligations		750		—		—		750
	$	9,745	$	53	$	62	$	9,736

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As of March 31, 2012, 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	$	—	$	—	$	135	$	41	$	135	$	41
Mutual funds – US Govt securities		—		—		676		10		676		10
SBA securitized loan pools		2,131		72		1,487		9		3,618		81
Other debt securities		881		32		—		—		881		32
Mortgage-backed securities		6,650		26		130		3		6,780		29
Held-to-Maturity:
SBA securitized loan pools		354		2		1,454		19		1,808		21
Mortgage-backed securities		1,744		19		—		—		1,744		19
	$	11,760	$	151	$	3,882	$	82	$	15,642	$	233

As of December 31, 2011, 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	$	—	$	—	$	135	$	41	$	135	$	41
Mutual funds – US Govt securities		—		—		674		12		674		12
SBA securitized loan pools		3,892		35		—		—		3,892		35
Other debt securities		913		37		—		—		913		37
Mortgage-backed securities		7,141		41		203		4		7,344		45
Held-to-Maturity:
SBA securitized loan pools		2,129		32		—		—		2,129		32
Mortgage-backed securities		1,799		30		—		—		1,799		30
	$	15,874	$	175	$	1,012	$	57	$	16,886	$	232

 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, does not expect to realize losses on any of the investments, and it is more likely than not that we will not be required to sell. Therefore, management does not consider the declines in fair value to be other than temporary.

9.CREDIT QUALITY OF LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

 The Company has segregated its loan portfolio into six segments, including construction and land development, 1-4 family residential, multi-family residential, commercial real estate, commercial business, and consumer.  The Company’s primary market area is in Northeastern Maryland in Cecil and Harford Counties, so exposure to credit risk is significantly affected by changes in these counties.

 Construction lending primarily involves lending for construction of single family residences, although the Bank does lend funds for the construction of commercial properties and multi-family real estate.  All loans for the construction of speculative sale homes have a loan-to-value ratio of not more than 80%.  The Bank has financed the construction of non-residential properties on a case by case basis.  Loan proceeds are disbursed during the construction phase according to a draw schedule based on the stage of completion.  Construction projects are inspected by contracted inspectors or bank personnel.  Construction loans are underwritten on the basis of the estimated value of the property as completed. The Bank originates loans secured by raw land, which are generally granted to developers have terms of up to three years.  The substantial majority of land loans have a loan-to-value ratio not exceeding 75%.  Land loans have a higher level of risk than loans for the purchase of existing homes since collateral values can only be estimated at the time the loan is approved.  The Bank has sought to minimize

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this risk by offering such financing primarily to builders and developers to whom the Bank has loaned funds in the past and to persons who have previous experience in such projects.

 The Bank offers fixed and adjustable rate conventional mortgage loans on one-to-four family residential dwellings.  Most loans are originated in amounts up to $350,000 on properties located in the Bank’s primary market area.  These loans are generally for terms of 15, 20 and 30 years amortized on a monthly basis with interest and principal due each month.  The Bank retains all adjustable rate mortgage loans it originates and sells the majority of fixed rate loans, primarily to FHLMC, with servicing retained by the Bank.  The retention of adjustable rate loans helps reduce the Bank’s exposure to rising interest rates.  However, it is possible that during periods of rising interest rates, the risk of default on adjustable rate mortgage loans may increase due to the upward adjustment of the interest cost to the borrower.

 The Bank originates multi-family residential loans in its market area.  These loans are generally larger and involve greater risks than one-to-four family residential loans.  Because payments on these loans are often dependent on the successful operation or management of the property, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy.  The Bank seeks to minimize these risks in a variety of ways, including limiting the size and loan-to-value ratios.  The loans typically have terms of 20 to 40 years, with rate adjustments every one, three, or five years.  They generally have imbedded interest rate floors, with no interest rate ceilings, and have no interest rate change limitations.

 The Bank primarily originates commercial real estate loans in its market area.  These loans are generally larger and involve greater risks that one-to-four family residential loans.  Because payments on these loans are often dependent on the successful operation or management of the property, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy.  The Bank seeks to minimize these risks in a variety of ways, including limiting the size and loan-to-value ratios.  The loans typically have terms of 20 to 40 years, with rate adjustments every one, three, or five years.  They generally have imbedded interest rate floors, with no interest rate ceilings, and have no interest rate change limitations.  The Bank’s commercial real estate loans are typically secured by retail or wholesale establishments, motels/hotels, service industries, and industrial or warehouse facilities.  During 2011, the Bank began making loans under the Small Business Administration (“SBA”) Section 7(a) program, under which the SBA guarantees up to 75% of loans of up to $5 million for the purchase or expansion of small businesses.  The Bank may sell the guaranteed portion of SBA loans into the secondary market and retain the unguaranteed portion in its portfolio.

 The Bank offers secured and unsecured commercial business loans and lines of credit to businesses located in its primary market area.  Most business loans have a one-year term, while lines of credit can remain open for longer periods.  All owners, partners, and officers must sign the loan agreement.  The security for a business loan depends on the amount borrowed, the business involved, and the strength of the borrower’s firm.  Commercial business lending entails significant risk, as the  payments on such loans may depend upon the successful operation or management of the business involved.  Although the Bank attempts to limit its risk of loss on such loans by limiting the amount and the term, and by requiring personal guarantees of the principals of the business, the risk of loss on these loans is substantially greater than the risk of loss from residential real estate lending.

The Bank’s consumer loans consist of automobile loans, deposit account loans, home improvement loans, and other consumer loans.  The loans are generally offered for terms of up to five years at fixed interest rates.  Consumer loans are generally originated at higher interest rates than residential mortgage loans because of their higher risk.  Repossessed collateral for a defaulted loan may not provide an adequate source of repayment as a result of damage, loss, or depreciation.  In addition, collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy.

On an ongoing basis, the Bank assigns a grade to each of its loans.  The internal grades are pass, special mention, substandard, doubtful, and loss.  Loans graded pass are loans where the borrower exhibits a strong balance sheet position and good earnings and cash flow history.  Loans graded special mention show potential weaknesses that deserve the Bank’s close attention.  If these potential weaknesses are not corrected, they may result in deterioration of the repayment prospects for the loan in the Bank’s credit position at some future date.  Substandard loans are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any.  Substandard loans have a well defined weakness that could jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the Bank will sustain some loss if the weaknesses are not corrected.  Loans graded doubtful have all the weaknesses inherent in substandard loans with the added characteristic that the weaknesses make collection or liquidation in full highly improbable.  Assets graded loss are considered uncollectible and of such little value that their continuance as an asset is not warranted.  The classification does not

Page 15

mean the loan has absolutely no recovery value, but that it is not practical to defer charging off the loan even though partial recovery may be effected in the future.

In accordance with new standards issued under the Disclosures of Credit Quality of Financing Receivables and the Allowance for Loan Losses, the following tables show credit quality indicators, the aging of receivables, and disaggregated balances of loans receivable and the allowance for loan losses (in thousands) as of March 31, 2012 and December 31, 2011.

Credit Quality Indicators
As of March 31, 2012
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total
Credit risk profile by internally assigned grade:
Pass	$	37,967	$	84,699	$	4,365	$	127,816	$	5,987	$	2,648	$	263,482
Special mention		8,071		6,373		-		4,657		2,172		5		21,278
Substandard		25,126		12,078		-		15,310		541		163		53,218
Total	$	71,164	$	103,150	$	4,365	$	147,783	$	8,700	$	2,816	$	337,978
Credit risk profile based on payment activity:
Performing	$	51,804	$	90,680	$	4,365	$	141,482	$	8,598	$	2,653	$	299,582
Nonperforming		19,360		12,470		-		6,301		102		163		38,396
Total	$	71,164	$	103,150	$	4,365	$	147,783	$	8,700	$	2,816	$	337,978

Credit Quality Indicators
As of December 31, 2011
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total
Credit risk profile by internally assigned grade:
Pass	$	28,194	$	86,467	$	4,458	$	118,723	$	6,359	$	2,734	$	246,485
Special mention		7,462		11,331		-		7,455		804		6		27,058
Substandard		27,342		12,823		-		15,710		686		158		56,719
Total	$	62,998	$	110,621	$	4,458	$	141,438	$	7,849	$	2,898	$	330,262
Credit risk profile based on payment activity:
Performing	$	36,437	$	94,759	$	4,458	$	132,508	$	7,681	$	2,892	$	278,735
Nonperforming		26,561		15,862		-		8,930		168		6		51,527
Total	$	62,998	$	110,621	$	4,458	$	141,438	$	7,849	$	2,898	$	330,262

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Age Analysis of Past Due Loans Receivable
As of March 31, 2012
	Construction
	& Land	1-4 Family	Multi-Family	Commercial	Commercial
	Development	Residential	Residential	Real Estate	Business	Consumer	Total
30-59 Days Past Due