UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)
 
   
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2007
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________
 
Commission file number: 000-51037

SFSB, INC.
(Exact name of small business issuer as specified in its charter)

United States
20-2077715
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

1614 Churchville Road, Bel Air, Maryland 21015
Address of principal executive offices

(443) 265-5570
Issuer’s telephone number

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
 
Yes   x       No   o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes       x   No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

At November 5, 2007, there were 2,874,874 shares of the issuer’s Common Stock, par value $0.01 per share, outstanding.

Transitional Small Business Disclosure Format (Check One):   Yes o     No x
 


PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

   
September 30, 2007
 
December 31, 2006
 
 
 
(Dollars in thousands, except share data)
 
ASSETS
         
Cash and due from banks
 
$
640
 
$
881
 
Federal funds sold
   
901
   
1,970
 
Cash and cash equivalents
   
1,541
   
2,851
 
               
Investment securities - available for sale
   
8,819
   
8,526
 
Investment securities - held to maturity
   
3,000
   
4,000
 
Mortgage backed securities - held to maturity
   
2,474
   
3,200
 
Loans receivable - net of allowance for loan losses of
             
2007 $937; 2006 $850
   
146,164
   
147,118
 
Foreclosed Real Estate
   
1,083
   
-
 
Federal Home Loan Bank of Atlanta stock, at cost
   
1,821
   
2,098
 
Premises and equipment, net
   
5,159
   
5,265
 
Accrued interest receivable
   
581
   
560
 
Other assets
   
450
   
607
 
               
Total assets
 
$
171,092
 
$
174,225
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
             
               
Liabilities
             
Deposits
 
$
114,685
 
$
111,823
 
Checks outstanding in excess of bank balance
   
1,439
   
384
 
Borrowings
   
31,500
   
39,000
 
Advance payments by borrowers for taxes and insurance
   
664
   
350
 
Other liabilities
   
720
   
303
 
               
Total liabilities
   
149,008
   
151,860
 
               
Stockholders’ Equity
             
Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding
   
-
   
-
 
Common stock, par value $.01, 9,000,000 shares authorized, 2,975,625 shares issued at September 30, 2007 and December 31, 2006 and 2,874,874 and 2,907,759 shares outstanding at September 30, 2007 and December 31, 2006, respectively
   
30
   
30
 
Additional paid-in capital
   
12,800
   
12,788
 
Retained earnings (substantially restricted)
   
11,371
   
11,393
 
Unearned Employee Stock Ownership Plan shares
   
(1,006
)
 
(1,050
)
Treasury Stock at cost, September 30, 2007, 100,751 shares and December 31, 2006, 67,866 shares
   
(947
)
 
(660
)
Accumulated other comprehensive loss
   
(164
)
 
(136
)
Total stockholders’ equity
   
22,084
   
22,365
 
Total liabilities and stockholders’ equity
 
$
171,092
 
$
174,225
 
 
See notes to consolidated financial statements.


 
SFSB, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30 ,
 
 
 
2007
 
2006
 
2007
 
2006
 
 
 
(Dollars in thousands, except for per share data)
 
Interest and fees on loans
 
$
2,130
 
$
2,080
 
$
6,228
 
$
6,080
 
Interest and dividends on investment securities
   
149
   
140
   
446
   
395
 
Interest on mortgage backed securities
   
29
   
39
   
94
   
122
 
Other interest income
   
59
   
45
   
224
   
159
 
                           
Total interest income
   
2,367
   
2,304
   
6,992
   
6,756
 
                           
Interest on deposits
   
1,201
   
998
   
3,464
   
2,771
 
Interest on short-term borrowings
   
78
   
119
   
335
   
277
 
Interest on long-term borrowings
   
271
   
299
   
795
   
880
 
                           
Total interest expense
   
1,550
   
1,416
   
4,594
   
3,928
 
                           
Net interest income
   
817
   
888
   
2,398
   
2,828
 
Provision for loan losses
   
26
   
302
   
208
   
340
 
Net interest income after provision for loan
                         
losses
   
791
   
586
   
2,190
   
2,488
 
                           
Other Income
                         
Rental income
   
41
   
35
   
121
   
114
 
Other income
   
46
   
19
   
99
   
53
 
Gain on sale of loans
   
18
   
1
   
57
   
8
 
                           
Total other income
   
105
   
55
   
277
   
175
 
                           
Non-Interest Expenses
                         
Compensation and other related expenses
   
455
   
462
   
1,315
   
1,385
 
Occupancy expense
   
93
   
93
   
278
   
386
 
Advertising expense
   
39
   
47
   
147
   
119
 
Service bureau expense
   
41
   
42
   
124
   
120
 
Furniture, fixtures and equipment
   
33
   
50
   
98
   
161
 
Telephone, postage and delivery
   
22
   
20
   
60
   
64
 
Other expenses
   
165
   
155
   
460
   
498
 
                           
Total non-interest expenses
   
848
   
869
   
2,482
   
2,733
 
                           
Income (Loss) before income tax provision
   
48
   
(228
)
 
(15
)
 
(70
)
Income tax (benefit) provision
   
21
   
(86
)
 
6
   
(20
)
                           
Net income (loss)
 
$
27
 
$
(142
)
$
(21
)
$
(50
)
Basic Earnings (Loss) per Share
 
$
0.01
 
$
(0.05
)
$
(0.01
)
$
(0.02
)
Diluted Earnings (Loss) per Share
 
$
0.01
 
$
(0.05
)
$
(0.01
)
$
(0.02
)
 
See notes to consolidated financial statements.
 

 
SFSB, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

   
Three   Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2007
 
2006
 
2007
 
2006
 
 
 
(Dollars in thousands)
 
Net income (loss)
 
$
27
 
$
(142
)
$
(21
)
$
(50
)
                           
Net unrealized (loss) gain on securities
                         
available for sale during the period
                         
(net of taxes of $(4), $13, ($17) and $0)
   
(5
)
 
21
   
(27
)
 
1
 
                           
Total Comprehensive Income (Loss)
 
$
22
 
$
(121
)
$
(48
)
$
(49
)
 
See notes to consolidated financial statements.



SFSB, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
Nine Months Ended
 
 
 
2007
 
2006
 
 
 
(Dollars in thousands)
 
Cash Flows From Operating Activities
         
Net loss
 
$
(21
)
$
(50
)
Adjustments to Reconcile Net Loss to Net Cash
             
Provided by Operating Activities:
             
Non-cash compensation under stock-based compensation plans
             
and Employee Stock Ownership Plan
   
129
   
173
 
Net amortization of premiums and discounts of investment securities
   
9
   
11
 
Amortization of deferred loan fees
   
(53
)
 
(45
)
Provision for loan losses
   
208
   
340
 
Gain on sale of loans
   
(57
)
 
(8
)
Loans originated for sale
   
(6,871
)
 
(1,510
)
Proceeds from loans sold
   
6,928
   
1,518
 
Provision for depreciation
   
175
   
340
 
Decrease (increase) in accrued interest receivable
             
and other assets
   
152
   
(190
)
Increase in accrued interest payable
   
4
   
10
 
Increase in other liabilities
   
414
   
9
 
Net Cash Provided by Operating Activities
   
1,017
   
598
 
               
Cash Flows from Investing Activities
             
Purchase of available for sale securities
   
(339
)
 
(281
)
Proceeds from redemption of held to maturity securities
   
1,000
   
-
 
Net increase in loans
   
(284
)
 
(6,269
)
Principal collected on mortgage backed securities
   
717
   
1,033
 
Purchase of Federal Home Loan Bank of Atlanta stock
   
-
   
(278
)
Redemption of Federal Home Loan Bank of Atlanta stock
   
277
   
-
 
Purchases of premises and equipment
   
(69
)
 
(55
)
Net Cash Provided by (Used in) Investing Activities
   
1,302
   
(5,850
)
               
Cash Flows from Financing Activities
             
Net increase in deposits
   
2,862
   
81
 
Increase (decrease) in checks outstanding in excess of bank balance
   
1,055
   
(845
)
Proceeds from long-term borrowings
   
10,000
   
6,500
 
Repayment of long-term borrowings
   
(10,000
)
 
(6,500
)
Net change in short-term borrowings
   
(7,500
)
 
6,000
 
Increase in advance payments by borrowers for taxes and insurance
   
314
   
485
 
Issuance of common stock
   
67
   
-
 
Purchase of treasury stock
   
(427
)
 
(422
)
Net Cash (Used in) Provided by Financing Activities
   
(3,629
)
 
5,299
 
               
(Decrease) increase in cash and cash equivalents
   
(1,310
)
 
47
 
Cash and cash equivalents at beginning of year
   
2,851
   
1,342
 
Cash and cash equivalents at end of period
 
$
1,541
 
$
1,389
 
Supplemental Disclosures of Cash Flows Information :
             
Income taxes paid
 
$
-
 
$
230
 
Interest expense paid
 
$
4,589
 
$
3,918
 
Transfer of loan to foreclosed real estate
 
$
1,083
 
$
-
 
 
See notes to consolidated financial statements.
 

 
SFSB, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

Note 1 - Principles of Consolidation

The consolidated financial statements include the accounts of SFSB, Inc. (“the Company”), its wholly-owned subsidiary, Slavie Federal Savings Bank (“the Bank”) and the Bank’s wholly-owned subsidiary, Slavie Holdings, LLC (“Holdings”). The accompanying consolidated financial statements include the accounts and transactions of these companies on a consolidated basis since inception. All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

Slavie Bancorp, MHC, a mutual holding company whose activity is not included in the accompanying consolidated financial statements, owns 56.9% of the outstanding common stock of the Company as of September 30, 2007.

Note 2 - Business

The Company's primary business is the ownership and operation of the Bank. The Bank’s primary business activity is the acceptance of deposits from the general public and the use of the proceeds for investments and loan originations. The Bank is subject to competition from other financial institutions. The Bank is subject to the regulations of certain federal agencies and undergoes periodic examinations by those regulatory authorities.

Holdings, formed on August 18, 1999 as a Maryland limited liability company, was created to acquire and manage certain real property located at 1614 Churchville Road, Bel Air, Maryland. This property includes the main office and corporate headquarters of the Bank. In addition, the property houses mixed use office space which is available for lease.

Note 3 - Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to SEC Form 10-QSB. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.

The foregoing consolidated financial statements in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006. The results of operations for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the full year.


 
Note 4 - Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the appropriate period. Unearned Employee Stock Ownership Plan (“ESOP”) shares are not included in outstanding shares. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding as adjusted for the dilutive effect of outstanding stock options and unvested stock awards. Potential common shares related to stock options and unvested stock awards are determined based on the “treasury stock” method. Information related to the calculation of earnings (loss) per share is summarized for the three and nine months ended September 30, 2007 and 2006 as follows:

   
Three   Months Ended
 
Nine Months Ended
 
 
 
September 30, 2007
 
September 30, 2007
 
 
 
Basic
 
Diluted
 
Basic
 
Diluted
 
 
 
(In thousands, except for per share data)
 
                   
Net income (loss)
 
$
27
 
$
27
 
$
(21
)
$
(21
)
                           
Weighted average shares outstanding
   
2,704
   
2,704
   
2,722
   
2,722
 
                           
Diluted Securities
                         
Stock Options
   
-
   
-
   
-
   
-
 
Unvested Stock Awards
   
-
   
-
   
-
   
-
 
                           
Adjusted Weighted average shares
   
2,704
   
2,704
   
2,722
   
2,722
 
                           
Per Share Amount
 
$
0.01
 
$
0.01
 
$
(0.01
)
$
(0.01
)

   
Three   Months Ended
 
Nine Months Ended
 
 
 
September 30, 2006
 
September 30, 2006
 
 
 
Basic
 
Diluted
 
Basic
 
Diluted
 
 
 
(In thousands, except for per share data)
 
                   
Net loss
 
$
(142
)
$
(142
)
$
(50
)
$
(50
)
                           
Weighted average shares outstanding
   
2,815
   
2,815
   
2,819
   
2,819
 
                           
Diluted Securities
                         
Stock Options
   
-
   
-
   
-
   
-
 
Unvested Stock Awards
   
-
   
-
   
-
   
-
 
                           
Adjusted Weighted average shares
   
2,815
   
2,815
   
2,819
   
2,819
 
                           
Per Share Amount
 
$
(0.05
)
$
(0.05
)
$
(0.02
)
$
(0.02
)
 


Note 5 - Regulatory Capital Requirements

At September 30, 2007, the Bank met each of the three minimum regulatory capital requirements. The following table summarizes the Bank’s regulatory capital position at September 30, 2007 and December 31, 2006.

   
 
 
 
 
 
 
To Be Well
 
 
 
 
 
 
 
 
 
Capitalized Under
 
 
 
 
 
 
 
For Capital
 
Prompt Corrective
 
 
 
Actual
 
Adequacy Purposes
 
Action Provision
 
 
 
Amount
 
%
 
Amount
 
%
 
Amount
 
%
 
 
 
 
 
 
 
(Dollars in thousands)
         
September 30, 2007
                         
Tangible (1)
 
$
16,790
   
9.79
%
$
2,572
   
1.50
%
 
N/A
   
N/A
 
Tier I capital (2)
   
16,790
   
16.29
%
 
N/A
   
N/A
 
$
6,186
   
6.00
%
Core (leverage) (1)
   
16,790
   
9.79
%
 
6,860
   
4.00
%
 
8,575
   
5.00
%
Risk-weighted (2)
   
17,727
   
17.19
%
 
8,248
   
8.00
%
 
10,310
   
10.00
%
                                       
December 31, 2006
                                     
Tangible (1)
 
$
16,775
   
9.62
%
$
2,617
   
1.50
%
 
N/A
   
N/A
 
Tier I capital (2)
   
16,775
   
16.93
%
 
N/A
   
N/A
 
$
5,944
   
6.00
%
Core (leverage) (1)
   
16,775
   
9.62
%
 
6,978
   
4.00
%
 
8,723
   
5.00
%
Risk-weighted (2)
   
17,625
   
17.79
%
 
7,926
   
8.00
%
 
9,907
   
10.00
%
 

(1) To adjusted total assets.
 
(2) To risk-weighted assets.

Note 6 - Stock-Based Compensation
 
The compensation cost charged against income for stock-based compensation plans, excluding ESOP, was   $30,000 and $89,000, for the three and nine months ended September 30, 2007. The total income tax benefit recognized was $8,000 and $25,000   for the three and nine months ended September 30, 2007. The compensation cost charged against income for stock-based compensation plans, excluding ESOP, was $67,000 and $131,000 for the three and nine months ended September 30, 2006. The total income tax benefit recognized was $9,000 and $28,000   for the three and nine months ended September 30, 2006.
 
Note 7 - Reclassification
 
Certain amounts in the 2006 consolidated financial statements have been reclassified to conform to the 2007 presentation.
 
Item 2.   Management's Discussion and Analysis

Introduction

Some of the matters discussed below include forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often use words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,” “anticipate,” “forecast,” “intend” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Our actual results and the actual outcome of our expectations and strategies could be materially different from those anticipated or estimated for the reasons discussed below and the reasons under the heading “Information Regarding Forward Looking Statements.”
 


Overview

Earnings reflected a net loss of $21,000 for the nine months ended September 30, 2007 as compared to net loss of $50,000 for the same period in 2006. This improvement was primarily due to an increase in interest income as a result of an increase in higher yielding commercial loan originations and an increase in gain on sale of loans as a result of selling residential loan originations, as well as a decrease in non-interest expenses. These increases were partially offset by an increase in interest expense as a result of an increase in deposits in an interest rate environment in which our customers are moving their funds into shorter term accounts with higher interest rates. Interest income increased $236,000, or 3.49%, non-interest income increased $102,000, or 58.29%, our provision for loan losses decreased $132,000, or 38.82% and non-interest expenses decreased $251,000, or 9.18%. These improvements were offset by a $666,000, or 16.96%, increase in interest expenses.

Assets declined during the first nine months of 2007 primarily because of our use of cash to repay $7,500,000 of borrowings. The decrease is also the result of a decrease in cash and cash equivalents of $1,310,000, or 45.95%, to $1,541,000 at September 30, 2007 from $2,851,000 at December 31, 2006, a decrease in mortgage backed securities held to maturity of $726,000, or 22.69%, to $2,474,000 at September 30, 2007 from $3,200,000 at December 31, 2006, and a decrease in investment securities held to maturity of $1,000,000, or 25.00%, to $3,000,000 at September 30, 2007 from $4,000,000 at December 31, 2006. These decreases were partially offset by an increase in investment securities available for sale of $293,000, or 3.44%, to $8,819,000 at September 30, 2007 from $8,526,000 at December 31, 2006.

As discussed in the Asset Quality section of this report, we hold a 19% participation (approximately $1,083,000 in unpaid principal balance) in an acquisition and development loan.  This loan is a foreclosed real estate participation loan. Recently, a real estate developer has made an offer to purchase the property and the lead participating bank accepted a letter of intent on June 26, 2007. The lead participating bank executed a contract with a 90 day feasibility study period on July 26, 2007, which was extended to expire on November 15, 2007. With a pending settlement by year end, we expect to recover the carrying amount of the real estate, although there can be no assurance that this will be the case. Additionally, a $100,000 business line of credit loan, restructured in the third quarter of 2007, is classified as impaired, because we believe that there is a substantial likelihood that we will not collect the total amount of the outstanding principal balance on this loan.

To remain competitive and offer even more product line choice to our customers, we have implemented a health savings account for health care expenses and we continue to offer a seven month certificate of deposit with what we believe is an attractive interest rate.

In addition, we now offer a comprehensive and full service approach to managing finances and investing in the future. The creation of Slavie Financial Services and the addition of a certified financial planner in June 2007 enables us to bring investment guidance and financial planning expertise to our customers, while expanding our ability to provide personalized services that focus on the successful financial well being of our customers.

We continue to implement strategies formed during strategic planning meetings of the Board of Directors and the Company’s officers over the past year. In our continued efforts to boost the yield of our interest earning assets during a period of net interest margin compression, management is selling a larger percentage of the Company’s residential loan originations to facilitate our goal of increasing and diversifying the mix of commercial loans to residential loans in our portfolio. This strategy has enabled us to increase our fee income on loans sold. In February 2007, we hired an experienced commercial loan originator to further our goal of increasing the average outstanding balance of our commercial loan portfolio. In addition, we intensified our marketing strategy by offering incentives to attract new checking accounts in an effort to attain our goal of decreasing the yield on our interest bearing liabilities. Our directors, officers, management and staff remain committed in a unified effort to improve the Bank’s profitability.
 

 
Key measurements and events for the three- and nine-month periods ended September 30, 2007 include the following:

 
·
Total assets at September 30, 2007 decreased by 1.80% to $171,092,000 as compared to $174,225,000 as of December 31, 2006.
 
 
·
Total borrowings decreased by 19.23% from $39,000,000 as of December 31, 2006 to $31,500,000 as of September 30, 2007.

 
·
Net loans outstanding decreased by 0.65% from $147,118,000 as of December 31, 2006 to $146,164,000 as of September 30, 2007.

 
·
Nonperforming loans and foreclosed real estate at September 30, 2007 remained relatively unchanged at $1,487,000   compared with a total of $1,486,000 at December 31, 2006. We believe an appropriate allowance for loan losses continues to be maintained.

 
·
Deposits at September 30, 2007 were $114,685,000, an increase of $2,862,000 or 2.56% from $111,823,000 at December 31, 2006.

 
·
We realized net income of $27,000 and a net loss of $21,000 for the three-month and nine-month periods ended September 30, 2007. This compares to a net loss of $142,000 and $50,000 for the three-month and nine-month periods ended September 30, 2006.

 
·
Net interest income, our main source of income, was $817,000 and $2,398,000 during the three-month and nine-month periods ended September 30, 2007 compared to $888,000 and $2,828,000 for the same periods in 2006. This represents a decrease of 8.00% and 15.21% for the three months and nine months ended September 30, 2007 as compared to the same periods in 2006.

 
·
We had a commercial non-real estate loan charge-off of $120,000 and three overdraft protection loan charge-offs totaling $2,000 during the nine-month period ending September 30, 2007. We had no loan charge-offs during the nine-month period ending September 30, 2006.

 
·
Non-interest income increased by $50,000 and $102,000, or 90.91% and 58.29%, for the three-month and nine-month periods ended September 30, 2007, as compared to the three-month and nine-month periods ended September 30, 2006. The increase between the periods is primarily the result of an increased gain on sale of loans.

 
·
Non-interest expenses decreased by $21,000 and $251,000, or 2.42% and 9.18%, for the three-month and nine-month periods ended September 30, 2007, as compared to the three- and nine-month periods ended September 30, 2006. The decrease between the periods is the result of no longer carrying the occupancy expenses associated with the closing of the Edgewood branch and the decision not to award year end bonuses to all employees.

A detailed discussion of the factors leading to these changes can be found in the discussion below.



Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America or GAAP, and follow general practices within the industry in which we operate. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation allowance to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses as the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

Management’s judgment is inherent in the determination of the provision and allowance for loan losses, including in connection with the valuation of collateral and the financial condition of the borrower. The establishment of allowance factors is a continuing exercise and allowance factors may change over time, resulting in an increase or decrease in the amount of the provision or allowance based upon the same volume and classification of loans. Changes in allowance factors or in management’s interpretation of those factors will have a direct impact on the amount of the provision, and a corresponding effect on income and assets. Also, errors in management’s perception and assessment of the allowance factors could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs, which would adversely affect income and capital. For additional information regarding the allowance for loan losses, see “Results of Operations for the Three and Nine Months Ended September 30, 2007 and 2006 - Provision for Loan Losses and Analysis of Allowance for Loan Losses.”
 
Results of Operations for the Three and Nine Months Ended September 30, 2007 and 2006

General . Net income increased $169,000 to a net income of $27,000 for the three months ended September 30, 2007 compared to a net loss of $142,000 for the same period in the prior year. The increase was due primarily to a $276,000 decrease in provision for loan losses, a $63,000 increase in interest income, a $50,000 increase in non-interest income and a $21,000 decrease in non-interest expenses, offset by a $134,000 increase in interest expense.

Net income increased $29,000, to a net loss of $21,000 for the nine months ended September 30, 2007 compared to net loss of $50,000 for the same period in the prior year. The increase was due primarily to a $236,000 increase in interest income, a $102,000 increase in non-interest income, a $132,000 decrease in provision for loan losses, and a $251,000 decrease in non-interest expenses, offset by a $666,000 increase in interest expense.



Average Balances, Net Interest Income, Yields Earned and Rates Paid. The following tables present for the periods indicated the total dollar amount of interest income from average interest earning assets and the resultant yields, as well as the interest expense on average interest bearing liabilities, expressed both in dollars and rates. No tax equivalent adjustments were made because no income was exempt from federal income taxes. All average balances are monthly average balances. We do not believe that the monthly averages differ materially from what the daily averages would have been. Non-accruing loans have been included in the table as loans carrying a zero yield. The amortization of loan fees is included in computing interest income, however, such fees are not material.

   
Three Months Ended
September 30, 2007
 
Three Months Ended
September 30, 2006
 
 
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
 
 
 
(Dollars in thousands)
 
(Dollars in thousands)
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivable(1)  
 
$
145,331
 
$
2,130
   
5.86
%
$
149,409
 
$
2,080
   
5.57
%
Mortgage-backed securities
   
2,557
   
29
   
4.54
   
3,584
   
39
   
4.35
 
Investment securities (available for sale)
   
8,787
   
117
   
5.33
   
8,389
   
102
   
4.86
 
Investment securities (held to maturity)
   
3,333
   
32
   
3.84
   
4,000
   
38
   
3.80
 
Other interest-earning assets
   
3,210
   
59
   
7.35
   
2,580
   
45
   
6.98
 
 
                         
Total interest-earning assets
   
163,218
   
2,367
   
5.80
%
 
167,962
   
2,304
   
5.49
%
 
                         
Non-interest earning assets  
   
7,920
           
7,069
         
 
                         
Total assets
 
$
171,138
         
$
175,031
         
 
                         
Interest-bearing liabilities:
                         
Savings deposits
 
$
15,687
 
$
38
   
0.97
%
$
20,314
 
$
62
   
1.22
%
Demand and NOW accounts
   
7,507
   
59
   
3.14
   
4,849
   
16
   
1.32
 
Certificates of deposit
   
90,696
   
1,104
   
4.87
   
82,892
   
920
   
4.44
 
Escrows  
   
3
   
-
   
-
   
7
   
-
   
-
 
Borrowings
   
32,167
   
349
   
4.34
   
40,666
   
418
   
4.11
 
Total interest-bearing liabilities  
   
146,060
   
1,550
   
4.24
%
 
148,728
   
1,416
   
3.81
%
 
                         
Non-interest bearing liabilities  
   
2,964
           
3,729
         
 
                         
Total liabilities
   
149,024
           
152,457
         
 
                         
Total equity(2)  
   
22,114
           
22,574
         
Total liabilities and equity  
 
$
171,138
         
$
175,031
         
 
                                    
Net interest income  
     
$
817
         
$
888
     
Interest rate spread(3)  
           
1.56
%
         
1.68
%
Net interest-earning assets  
 
$
17,158
         
$
19,234
         
Net interest margin(4)  
           
2.00
%
         
2.11
%
Ratio of interest earning assets to interest bearing liabilities  
       
1.12x
           
1.12x
     


(1)
Loans receivable are net of the allowance for loan losses.
 
(2)
Total equity includes retained earnings and accumulated other comprehensive income (loss).
 
(3)
Net interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
 
(4)
Net interest margin represents net interest income as a percentage of average interest earning assets.


 

   
Nine Months Ended
September 30, 2007
 
Nine Months Ended
September 30, 2006
 
   
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Paid
 
Yield/
Rate
 
   
(Dollars in thousands)
 
(Dollars in thousands)
 
Interest-earning assets:
                         
Loans receivable(1)  
 
$
145,344
 
$
6,228
   
5.71
%
$
146,795
 
$
6,080
   
5.52
%
Mortgage-backed securities
   
2,807
   
94
   
4.45
   
3,934
   
122
   
4.14
 
Investment securities (available for sale)
   
8,699
   
339
   
5.20
   
8,286
   
281
   
4.53
 
Investment securities (held to maturity)
   
3,778
   
107
   
3.79
   
4,000
   
114
   
3.80
 
Other interest-earning assets
   
4,710
   
224
   
6.35
   
3,790
   
159
   
5.59
 
                                       
Total interest-earning assets
   
165,338
   
6,992
   
5.64
%
 
166,805
   
6,756
   
5.40
%
                                       
Non-interest earning assets  
   
7,296
               
7,065
             
                                       
Total assets
 
$
172,634
             
$
173,870
             
                                       
Interest-bearing liabilities:
                                     
Savings deposits
 
$
16,539
 
$
133
   
1.07
%
$
24,645
 
$
236
   
1.28
%
Demand and NOW accounts
   
7,337
   
143
   
2.60
   
3,441
   
24
   
0.93
 
Certificates of deposit
   
88,554
   
3,188
   
4.80
   
80,981
   
2,511
   
4.13
 
Escrows  
   
6
   
-
   
-
   
12
   
-
   
-
 
Borrowings
   
34,222
   
1,130
   
4.40
   
38,889
   
1,157
   
3.97
 
Total interest-bearing liabilities  
   
146,658
   
4,594
   
4.18
%
 
147,968
   
3,928
   
3.54
%
                                       
Non-interest bearing liabilities  
   
3,687
               
3,324
             
                                       
Total liabilities  
   
150,345
               
151,292
             
                                       
Total equity(2)  
   
22,289
               
22,578
             
Total liabilities and equity  
 
$
172,634
             
$
173,870
             
                                           
Net interest income  
       
$
2,398
             
$
2,828
       
Interest rate spread(3)  
               
1.46
%
             
1.86
%
Net interest-earning assets  
 
$
18,680
             
$
18,837
             
Net interest margin(4)  
               
1.93
%
             
2.28
%
Ratio of interest earning assets to interest bearing liabilities  
         
1.13
x                
1.13
x        
 

(1)
Loans receivable are net of the allowance for loan losses.
 
(2)
Total equity includes retained earnings and accumulated other comprehensive income (loss).
 
(3)
Net interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities.
 
(4)
Net interest margin represents net interest income as a percentage of average interest earning assets.

Net Interest Income .

Three months ended September 30, 2007 compared to three months ended September 30, 2006 .

Net interest income decreased $71,000, or 8.00%, to $817,000 for the three months ended September 30, 2007 from $888,000 for the three months ended September 30, 2006. The decrease was primarily a result of a 43 basis point increase in the cost of average interest bearing liabilities, from 3.81% to 4.24%, while the yield on average interest earning assets only increased 31 basis points from 5.49% to 5.80% and the balance of average interest earning assets decreased by $4,744,000, or 2.82%, to $163,218,000 from $167,962,000. These factors, serving to reduce net interest income, were partially offset by a $2,668,000, or 1.79%, decrease in the balance of average interest bearing liabilities to $146,060,000 from $148,728,000.


 
Our interest rate spread decreased to 1.56% for the quarter ended September 30, 2007 from 1.68% for the quarter ended September 30, 2006, reflecting the more rapid increase in the cost of average interest bearing liabilities as compared to the increase in the yield of average interest earning assets. Our net interest margin decreased to 2.00% from 2.11%, because the higher yield on average interest earning assets was not enough to offset the increase in the cost of our average interest bearing liabilities. The ratio of interest earning assets to interest bearing liabilities remained steady at 1.12 times for the three months ended September 30, 2007 and September 30, 2006.

Nine months ended September 30, 2007 compared to nine months ended September 30, 2006 .

Net interest income decreased $430,000, or 15.21%, to $2,398,000 for the nine months ended September 30, 2007 from $2,828,000 for the nine months ended September 30, 2006. The decrease was primarily a result of a 64 basis point increase in the cost of average interest bearing liabilities, from 3.54% to 4.18%, while the yield on average interest earning assets only increased 24 basis points from 5.40% to 5.64% and the balance in average interest earning assets decreased by $1,467,000, or 0.88%, to $165,338,000 from $166,805,000. The decrease was partially offset by a $1,310,000, or 0.89%, decrease in average interest bearing liabilities to $146,658,000 from $147,968,000.

Our interest rate spread decreased to 1.46% from 1.86%, reflecting the more rapid increase in the cost of our average interest bearing liabilities as compared to the increase in the yield of our average interest earning assets. Our net interest margin decreased to 1.93% from 2.28%, because the growth in average interest earning assets was not enough to offset the increase in the cost of average interest bearing liabilities. The ratio of interest earning assets to interest bearing liabilities remained steady at 1.13 times for the nine months ended September 30, 2007 and September 30, 2006.

    Interest Income .

Three months ended September 30, 2007 compared to three months ended September 30, 2006 .

Interest income increased by $63,000, or 2.73%, to $2,367,000 for the three months ended September 30, 2007, from $2,304,000 for the three months ended September 30, 2006. The increase in interest income resulted primarily from increases of $50,000, or 2.40%, in interest and fee income from loans, $9,000, or 6.43%, in interest income from investment securities and $14,000, or 31.11%, in interest income from other interest earning assets (primarily consisting of interest earned on federal funds sold and Federal Home Loan Bank stock), partially offset by a decrease of $10,000, or 25.64%, in interest income from mortgage backed securities.

The increase in interest income reflects a $4,744,000, or 2.82%, decrease in the balance of average interest-earning assets to $163,218,000 during the quarter ended September 30, 2007 from $167,962,000 during the quarter ended September 30, 2006, and a 31 basis point increase in the yield on average interest-earning assets to 5.80% for the three months ended September 30, 2007 from 5.49% for the three months ended September 30, 2006, reflecting an increase in market interest rates.

The increase in interest and fees on loans was due to a 29 basis point increase in the average yield on net loans receivable, offset by a $4,078,000, or 2.73% decrease in the average balance of net loans receivable, from $149,409,000 during the quarter ended September 30, 2006 to $145,331,000 during the quarter ended September 30, 2007.

The increase in interest income from other interest-earning assets (federal funds sold and Federal Home Loan Bank stock) was due to a $630,000, or 24.42%, increase in the average balance of other interest-earning assets, from $2,580,000 during the quarter ended September 30, 2006 to $3,210,000 during the quarter ended September 30, 2007.



The decrease in interest income from mortgage-backed securities was primarily the result of a $1,027,000 or 28.66% decline in the average balance of mortgage-backed securities, which was partially offset by a 19 basis point increase in the average yield on these securities.  

Nine months ended September 30, 2007 compared to nine months ended September 30, 2006 .

Interest income increased by $236,000, or 3.49%, to $6,992,000 for the nine months ended September 30, 2007, from $6,756,000 for the nine months ended September 30, 2006. The increase in interest income resulted primarily from increases of $148,000, or 2.43%, in interest and fee income from loans and $51,000, or 12.91%, in interest income from investment securities, and a $65,000, or 40.88%, in interest income from other interest earning assets (primarily consisting of interest earned on federal funds sold and Federal Home Loan Bank stock), partially offset by a decrease of $28,000, or 22.95%, in interest income from mortgage backed securities.
 
The increase in interest income reflects a 24 basis point increase in the yield on average interest-earning assets to 5.64% for the nine months ended September 30, 2007 from 5.40% for the nine months ended September 30, 2006, reflecting an increase in market interest rates.

The increase in interest income and fees on loans was due to a 19 basis point increase in the average yield on net loans receivable. The increase in interest income from investment securities was primarily reflective of a 67 basis point increase in the average yield and a $413,000, or 4.98%, increase in the average balance of available for sale investment securities.

The increase in interest income from other interest earning assets (federal funds sold and Federal Home Loan Bank stock) was due to a $920,000, or 24.27% increase in the average balance of other interest earning assets, from $3,790,000 during the nine months ended September 30, 2006 to $4,710,000 during the nine months ended September 30, 2007, and a 76 basis point increase in the average yield on these assets (as a result of increases in short term market interest rates).

The decrease in interest income from mortgage-backed securities was primarily the result of a $1,127,000 or 28.65% decline in the average balance of mortgage-backed securities, which was partially offset by a 31 basis point increase in the average yield on these securities.  

Interest Expense .

Three months ended September 30, 2007 compared to three months ended September 30, 2006 .

Interest expense, which consists of interest paid on deposits and borrowings, increased by $134,000, or 9.46%, to $1,550,000 for the three months ended September 30, 2007 from $1,416,000 for the three months ended September 30, 2006. The increase in interest expense resulted from an increase in the cost of average interest-bearing liabilities, while the balance of average interest-bearing liabilities decreased slightly. The average balance of interest-bearing deposits increased to $113,890,000 during the quarter ended September 30, 2007 from $108,055,000 during the quarter ended September 30, 2006, and the average cost of deposits increased by 53 basis points as a result of increased market interest rates. The average balance of borrowings decreased to $32,167,000 during the quarter ended September 30, 2007 from $40,666,000 in the same quarter of 2006 and the average cost of borrowings increased by 23 basis points as a result of borrowing at a higher interest rate.
 


Nine months ended September 30, 2007 compared to nine months ended September 30, 2006 .

Interest expense increased by $666,000, or 16.96%, to $4,594,000 for the nine months ended September 30, 2007 from $3,928,000 for the nine months ended September 30, 2006. The increase in interest expense resulted from an increase in the average balance of deposits and the cost of average interest-bearing liabilities, while the balance of average interest-bearing liabilities decreased slightly. The average balance of deposits increased to $112,430,000 from $109,067,000 and the average cost of deposits increased by 72 basis points as a result of increased market interest rates. The average balance of borrowings decreased to $34,222,000 during the nine months ended September 30, 2007 from $38,889,000 in the same period of 2006 and the average cost of borrowings increased by 43 basis points as a result of borrowings at higher interest rates.

Provision for Loan Losses and Analysis of Allowance for Loan Losses . We establish provisions for loan losses, which are charged to operations, at a level estimated as necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. In evaluating the level of the allowance for loan losses, management considers, among other things, historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions (particularly as such conditions relate to our market area). We charge losses on loans against the allowance when we believe that collection of loan principal is unlikely. Recoveries on loans previously charged off are added back to the allowance.

Based on our evaluation of these factors, and as discussed further below, management made a provision of $26,000 and $302,000 for the three months ended September 30, 2007 and September 30, 2006, and a provision of $208,000 and $340,000 for the nine months ended September 30, 2007 and September 30, 2006, respectively. There was one commercial non-real estate loan charge-off during the nine-month period ended September 30, 2007 which is discussed below under “General Valuation Allowance on the Remainder of the Loan Portfolio.” We also had three overdraft protection loans charge-offs totaling $2,000 during the nine-month period ended September 30, 2007. There were no charge-offs during the nine-month period ended September 30, 2006. We used the same methodology   and generally similar assumptions in computing the allowance for these periods.

We have developed a methodology for assessing the adequacy of the allowance for loan losses. Our methodology consists of three key elements: (1) specific allowances for identified problem loans, primarily collateral-dependent; (2) a general valuation allowance on certain identified problem loans; and (3) a general valuation allowance on the remainder of the loan portfolio.
 
Specific Allowance on Identified Problem Loans. The loan portfolio is segregated first between loans that are on our “watch list” and loans that are not. Our watch list includes:
 
·  
loans 90 or more days delinquent;

·  
loans with anticipated losses;

·  
loans referred to attorneys for collection or in the process of foreclosure;

·  
nonaccrual loans;

·  
loans classified as substandard, doubtful or loss by either our internal classification system or by regulators during the course of their examination of us; and

·  
troubled debt restructurings and other non-performing loans.
 

 
Two of our officers review each loan on the watch list and establish an individual allowance allocation on certain loans based on such factors as: (1) the strength of the customer’s personal or business cash flow; (2) the availability of other sources of repayment; (3) the amount due or past due; (4) the type and value of collateral; (5) the strength of our collateral position; (6) the estimated cost to sell the collateral; and (7) the borrower’s effort to cure the delinquency.
 
We also review and establish, if necessary, an allowance for impaired loans for the amounts by which the discounted cash flows (or collateral value or observable market price) are lower than the carrying value of the loan. Under current accounting guidelines, a loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts when due under the contractual terms of the loan agreement.

General Valuation Allowance on Certain Identified Problem Loans. We also establish a general allowance for watch list loans that do not have an individual allowance. We segregate these loans by loan category and assign allowance percentages to each category based on inherent losses associated with each type of lending and consideration that these loans, in the aggregate, represent an above-average credit risk and that more of these loans will prove to be uncollectible compared to loans in the general portfolio.

General Valuation Allowance on the Remainder of the Loan Portfolio. We establish another general allowance for loans that are not on the watch list to recognize the inherent losses associated with lending activities, but which, unlike specific allowances, has not been allocated to particular problem assets. This general valuation allowance is determined by segregating the loans by loan category and assigning allowance percentages based on our historical loss experience and delinquency trends. The allowance may be adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. These significant factors may include changes in lending policies and procedures, changes in existing general economic and business conditions affecting our primary lending areas, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, specific industry conditions within portfolio segments, recent loss experience in a particular segment of the portfolio, duration of the current business cycle and bank regulatory examination results. The applied loss factors are reevaluated annually to ensure their relevance in the current environment.

Although we believe that we use the best information available to establish the allowance for loan losses, the evaluation is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available or as future events change. If circumstances differ substantially from the assumptions used in making our determinations, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected. In addition, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. The Office of Thrift Supervision may require us to increase the allowance for loan losses based on its judgments about information available to it at the time of its examination, which would adversely affect our results of operations.

The allowance for loan losses totaled $937,000 or 0.64% of gross loans outstanding of $147,556,000 at September 30, 2007, compared to an allowance for loan losses of $814,000 or 0.54% of gross loans outstanding of $151,575,000 at September 30, 2006. The increase to the loan loss reserve is due to the increased commercial loan balances, which historically create a mix of riskier loan products. As of September 30, 2007, we have specific reserves of $100,000 within the allowance for loan losses because we believe there is a substantial likelihood that we will not collect the total amount of the outstanding principal balance on a commercial non-real estate loan that is classified as impaired. The corporate commercial loan borrower filed Chapter 7 corporate bankruptcy in the third quarter of 2006 and filed Chapter 7 personal bankruptcy in the second quarter of 2007. We restructured the remaining debt to facilitate repayment of the loan in the third quarter of 2007.
 

 
The following table summarizes the activity in the provision for loan losses for the three and nine months ended September 30, 2007 and 2006.

   
Three Months Ended
 
Nine Months Ended
 
   
September 30,
 
September 30,
 
   
2007
 
2006
 
2007
 
2006
 
   
(Dollars in Thousands)  
 
Balance at beginning of period
 
$
912
 
$
512
 
$
850
 
$
474
 
                           
Charge-offs
   
(1
)
 
-
   
(121
)
 
-
 
Recoveries
   
-
   
-
   
-
   
-
 
Net Charge-offs
   
(1
)
 
-
   
(121
)
 
-
 
Provision for loan losses
   
26
   
302
   
208
   
340
 
                           
Ending balance
 
$
937
 
$
814
 
$
937
 
$
814
 
                           
Ratio of net charge-offs (recoveries) during the period to average loans outstanding, net, during the period
   
-
   
-
   
0.08
%
 
-
 
Ratio of allowance for loan losses to total loans outstanding
   
0.64
%
 
0.54
%
 
0.64
%
 
0.54
%
Allowance for loan losses as a percent of total non-performing loans
   
62.55
%
 
71.59
%
 
62.55
%
 
71.59
%
 
Other Income .

Three months ended September 30, 2007 compared to three months ended September 30, 2006 .

Historically, our non-interest income has been relatively modest and one of our strategic initiatives is to increase our non-interest income. Non-interest income increased $50,000, or 90.91%, to $105,000 for the three months ended September 30, 2007, as compared to $55,000 for the three months ended September 30, 2006. The primary reason for the increase in non-interest income is a $17,000, or 1700.00%, increase in gain on sale of loans and a $27,000, or 142.11%, increase in other income (primarily consisting of processing fees and late charges on loans, and income from checking accounts and ATM usage). Rental income from our headquarters building increased by $6,000, or 17.14%. While a tenant has vacated a portion of our leaseable space, the tenant continues to pay the rent due pursuant to the agreed upon rent schedule while they seek to sublet the space. As of September 30, 2007, we leased 100% of the total leaseable space in our headquarters building. We expect this figure to remain constant for the fourth quarter of 2007 as we do not anticipate any vacant leaseable space in our headquarters building, other than due to the tenant mentioned above.
 
Nine months ended September 30, 2007 compared to nine months ended September 30, 2006 .

Non-interest income increased $102,000, or 58.29%, to $277,000 for the nine months ended September 30, 2007, as compared to $175,000 for the nine months ended September 30, 2006. The primary reason for the increase in non-interest income is a $49,000, or 612.50%, increase in gain on sale of loans and a $46,000, or 86.79%, increase in other income. Rental income from our headquarters building has remained relatively steady.
 


Non-interest Expense .

Three months ended September 30, 2007 compared to three months ended September 30, 2006 .

Non-interest expense was $848,000 for the three months ended September 30, 2007 as compared to $869,000 for the three months ended September 30, 2006, a decrease of $21,000, or 2.42%. The decrease was due   primarily to a $17,000, or 34.00%, decrease in furniture, fixtures and equipment expenses, an $8,000, or 17.02%, decrease in advertising expenses, and a $7,000, or 1.52%, decrease in compensation and related expenses, partially offset by an increase of $10,000, or 6.45%, in other expenses (primarily consisting of IT support, bank services fees, professional services fees, including legal, audit and accounting, insurance premiums and office supply expenses). The decrease in furniture, fixtures and equipment expenses is due to the full depreciation of items purchased in 2001 to establish our new offices in Harford County, the decrease in advertising expenses is due to spending more of the yearly advertising budget in the first half of the year and the decrease in compensation expense is the result of replacing departing full-time salaried employees with part-time hourly employees in the quarter ending September 30, 2007. The increase in other expenses is the result of an increase in correspondent bank services fees, printing and filing expenses and dues and subscription expenses as these costs have risen significantly.

Nine months ended September 30, 2007 compared to nine months ended September 30, 2006 .

Non-interest expense was $2,482,000 for the nine months ended September 30, 2007, as compared to $2,733,000 for the nine months ended September 30, 2006, a decrease of $251,000   or 9.18%. The decrease was due   primarily to decreases of $108,000, or 27.98%, in occupancy expenses, $70,000, or 5.05%, in compensation and related expenses, $63,000, or 39.13%, in furniture, fixtures and equipment expenses and $38,000, or 7.63%, in other expenses, partially offset by increases of $28,000, or 23.53%, in advertising expenses. The decrease in occupancy expenses is the result of no longer carrying the costs associated with the operation of the Edgewood branch, which we closed in 2006. The decease in other expenses is the result of a decrease in legal fees as fewer legal issues have arisen as we have gained experience with the requirements of being a public company, as well as a concerted effort to reduce costs in such areas of operation as office supplies, insurance premiums and loan expenses. The decrease in compensation expenses is the result of a decision not to award year end bonuses to all employees and replacing departing full-time salaried employees with part-time hourly employees. The furniture, fixtures and equipment expenses for the nine months ended September 30, 2007 is due to the same factors as stated above for the three-month period.

Income Tax Expense .

Three months ended September 30, 2007 compared to three months ended September 30, 2006 .

The provision for income taxes was $21,000 for the three months ended September 30, 2007, an increase of $107,000 from a benefit for income tax of $86,000 for the three months ended September 30, 2006, representing a 124.42%, increase in the income tax provision. The provision for income taxes was due to our positive income before taxes. The effective tax rate was 43.75%   and 37.72% for the three months ended September 30, 2007 and September 30, 2006, respectively.



Nine months ended September 30, 2007 compared to nine months ended September 30, 2006 .

The provision for income taxes was $6,000 for the nine months ended September 30, 2007, an increase of $26,000 from a benefit for income tax of $20,000 for the nine months ended September 30, 2006, representing a 130.00%, increase in the income tax provision . The provision for income taxes was due to non-deductible stock-based compensation awarded during the nine-month period ended September 30, 2007. The effective tax rate was 40.00% and 28.57% for the nine months ended September 30, 2007 and September 30, 2006, respectively, as nondeductible expenses were a proportionately larger part of pre-tax results .

Analysis of Financial Condition

Assets.

General .

Our total assets decreased by $3,133,000 or 1.80%, to $171,092,000 at September 30, 2007, from $174,225,000 at December 31, 2006. The decrease in total assets resulted primarily from $1,310,000,   or 45.95% decrease in cash and cash equivalents, from $2,851,000 at December 31, 2006 to $1,541,000 at September 30, 2007, a $1,000,000,   or 25.00% decrease in investment securities - held to maturity, from $4,000,000 at December 31, 2006 to $3,000,000 at September 30, 2007, a $726,000, or 22.69%, decrease in mortgage backed securities held to maturity, from $3,200,000 at December 31, 2006 to $2,474,000 at September 30, 2007, and a $277,000,   or 13.20%, decrease in Federal Home Loan Bank stock, to $1,821,000 at September 30, 2007 from $2,098,000 at December 31, 2006. These decreases were offset by a $293,000, or 3.44% increase in investment securities - available for sale, from $8,526,000 at December 31, 2006 to $8,819,000 at September 30, 2007.

Investment Securities .

The investment portfolio at September 30, 2007 amounted to $14,293,000, a decrease of $1,433,000, or 9.11%,   from $15,726,000 at December 31, 2006. Investment securities - available for sale, increased $293,000, or 3.44%, to $8,819,000 at September 30, 2007 from $8,526,000 at December 31, 2006, primarily as a result of dividends credited to the account. Mortgage backed securities - held to maturity, decreased $1,000,000, or 25.00%, to $3,000,000 at September 30, 2007 from $4,000,000 at December 31, 2006, as a result of a principal repayment on a matured investment. As we are not continuing to purchase mortgage-backed securities, we expect continued decreases in this asset both in amount and as a percentage of our assets .  
 
The carrying value of available for sale securities includes a net unrealized loss of $267,000 at September 30, 2007 (reflected as accumulated other comprehensive loss of $164,000 in equity after deferred taxes) as compared to a net unrealized loss of $222,000 ($136,000 net of taxes) as of December 31, 2006. In general, the increase in unrealized loss was a result of an instability in the mortgage-backed securities market.
 

 
Loan Portfolio .

Loans receivable, net, decreased $954,000, or 0.65%, to $146,164,000 at September 30, 2007 from $147,118,000 at December 31, 2006. The commercial loan portfolio increased $5,572,000, or 65.15%, to $14,124,000 at September 30, 2007 from $8,552,000 at December 31, 2006. Acquisition and development loans increased $1,608,000, or 50.02%, to $4,823,000 at September 30, 2007 from $3,215,000 at December 31, 2006. One-to-four family residential loans decreased $8,291,000, or 7.04%, to $109,464,000 at September 30, 2007 from $117,755,000 at December 31, 2006. The decrease is primarily due to a strategic initiative to sell a larger percentage of our residential mortgage loan originations to facilitate our goal of increasing and diversifying the mix of commercial loans to residential loans in our loan portfolio. Our loan customers are generally located in the Baltimore Metropolitan area and its surrounding counties in Maryland.

Asset Quality .
 
Loans are reviewed on a regular basis and are generally placed on non-accrual status when they become more than 90 days delinquent. When we classify a loan as non-accrual, we no longer accrue interest on such loan and reverse any interest previously accrued but not collected. Typically, payments received on a non-accrual loan are applied to the outstanding principal and interest as determined at the time of collection of the loan. We return a non-accrual loan to accrual status when factors indicating doubtful collection no longer exist and the loan has been brought current.
 


Real estate and other assets that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure or repossession are classified as real estate owned or other repossessed assets until sold. Such assets are recorded at fair value less estimated selling costs at foreclosure or other repossession and updated quarterly at the lower of cost or estimated fair value less estimated selling costs. Any portion of the outstanding loan balance in excess of fair value at the time of foreclosure is charged off against the allowance for loan losses. If, upon ultimate disposition of the property, net sales proceeds exceed the net carrying value of the property, a gain on sale of real estate or other assets is recorded. We have one foreclosed real estate participation loan totaling $1,083,000 at September 30, 2007. This asset is an acquisition and development real estate participation that became delinquent in the fourth quarter of 2004 and was placed on non-accrual status in the third quarter of 2005. Both the principal of the borrower and the entity that owns the collateral property filed for bankruptcy in the fourth quarter of 2006. An automatic stay that was imposed in connection with the bankruptcy filings and had prevented the sale of the property was lifted in the second quarter of 2007 and the property was sold at auction to the lead participating bank, requiring us to reclassify the participation as foreclosed real estate in the same quarter. Subsequently, a real estate developer made an offer to purchase the property and the lead participating bank accepted a letter of intent and executed a contract with a feasibility study period, currently scheduled to expire on November 15, 2007. Prior to the expiration of the feasibility period, the buyer may terminate this agreement at any time and for any reason in its sole discretion. With a settlement date currently scheduled in the fourth quarter of 2007, subject to satisfaction of outstanding conditions, we expect to recover the carrying amount of the real estate, although there can be no assurance that this will be the case. We did not have any real estate owned or other repossessed assets at December 31, 2006.  
 
Non-accrual loans totaled $404,000, or 0.28%, $1,485,000, or 1.01%, and $1,137,000, or 0.75%, of net loans receivable at September 30, 2007, December 31, 2006 and September 30, 2006, respectively. Of the non-accrual loans at September 30, 2007, $304,000 consisted of two one-to-four residential mortgage loans at September 30, 2007 and $100,000 consisted of a commercial non-real estate loan. The decrease in the amount of non-accrual loans is due to the reclassification of the participation loan as foreclosed real estate during the second quarter of 2007, as discussed above.
 
Under current accounting guidelines, a loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts when due under the contractual terms of the loan agreement.  We consider one- to four-family mortgage loans and consumer installment loans to be homogeneous and, therefore, do not separately evaluate them for impairment.  All other loans are evaluated for impairment on an individual basis. We generally classify non-accrual loans as impaired.
 
As of September 30, 2007, we have classified a commercial non-real estate loan as impaired as was discussed in the “Provision for Loan Losses and Analysis of Allowance for Loan Losses” section of this report. At the end of the first nine months, in anticipation of a minimal recovery of principal on this loan, we charged a portion of the loan balances against our allowance for loan losses and we have reserved $100,000, or 100%, of the remaining balance of the loan to our allowance for loan losses. The remaining debt was restructured at the end of the third quarter of 2007.

Other than as disclosed in the paragraphs above, there are no other loans at September 30, 2007 about which management has serious doubts concerning the ability of the borrowers to comply with the present loan repayment terms.



Liabilities.

General .

Total liabilities decreased by $2,852,000, or 1.88%, to $149,008,000 at September 30, 2007, from $151,860,000 at December 31, 2006. The decrease in total liabilities resulted from a $7,500,000, or 19.23% decrease in borrowings, offset by increases of $2,862,000, or 2.56%, in deposits, $1,055,000, or 274.74%, in checks outstanding in excess of bank balance, $417,000, or 137.62%, in other liabilities, and $314,000, or 89.71%, in advance payments by borrowers for taxes. The decrease in borrowings is the result of paying down the Federal Home Loan Bank advances when our liquidity is favorable. Advance payments by borrowers for taxes and insurance increased because of the increased property taxes of the loan portfolio. The balance in checks outstanding in excess of bank balance at the end of a period is dependent on the number and amounts of checks issued on the account at our correspondent’s bank and when such checks are presented for payment. Any excess funds are automatically transferred into an interest-earning federal funds account. Therefore, changes in checks outstanding in excess of bank balance as reflected on the balance sheet, generally, do not reflect any underlying changes in the Company’s financial condition. The other liabilities consist primarily of accrued federal and state income taxes and accrued interest on Federal Home Loan Bank borrowings.

Deposits .

Deposits increased $2,862,000, or 2.56%, to $114,685,000 at September 30, 2007 from $111,823,000 at December 31, 2006. Certificates   of deposits increased $4,563,000, or 5.31%, to $90,560,000 at September 30, 2007 from $85,997,000 at December 31, 2006. NOW and money market demand accounts decreased by $666,000, or 3.98%, to $16,068,000 at September 30, 2007 from $16,734,000 at December 31, 2006 and savings deposits decreased $1,035,000, or 11.38%, to $8,057,000 at September 30, 2007, from $9,092,000 at December 31, 2006. We believe that, as deposit rates have risen, some customers are moving funds into higher-yielding investments, thus accounting for the increase in certificate of deposit and money market deposit accounts and the decline in lower rate paying core deposit accounts.

Borrowings .

At September 30, 2007, we were permitted to borrow up to $51,327,000 from the Federal Home Loan Bank of Atlanta. We had $31,500,000 and $39,000,000 of Federal Home Loan Bank advances outstanding as of September 30, 2007 and December 31, 2006, respectively, and we averaged   $34,222,000 and $39,250,000 of Federal Home Loan Bank advances during the nine months ended September 30, 2007 and the year ended December 31, 2006, respectively. The decrease in borrowings reflects $7,500,000 Federal Home Loan Bank advance pay downs and $33,500,000 in the rollover of advances, offset by maturing advances of $33,500,000 in the first nine months of 2007.
 


Liquidity Management

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, borrowings from the Federal Home Loan Bank of Atlanta, scheduled amortization and prepayment of loans and mortgage-backed securities, maturities and calls of held to maturity investment securities and earnings and funds provided from operations. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows, calls of securities and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competitors.

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At September 30, 2007, cash and cash equivalents totaled $1,541,000. Securities classified as available-for-sale, which can provide additional sources of liquidity, totaled $8,819,000 at September 30, 2007. However, because all of these securities were in an unrealized loss position at September 30, 2007, and because management has the intent and ability to hold these securities until recovery or maturity, management does not consider these securities as a source of liquidity at September 30, 2007.   Also, at September 30, 2007, we had advances outstanding of $31,500,000 from the Federal Home Loan Bank of Atlanta. On that date, we had the ability to borrow an additional $19,827,000.  

At September 30, 2007, we had outstanding commitments to originate loans of $1,470,000 (excluding the undisbursed portions of loans). These commitments do not necessarily represent future cash requirements since certain of these instruments may expire without being funded, although this is unusual. We also extend lines of credit to customers, primarily home equity lines of credit. The borrower is able to draw on these lines as needed, thus the funding is generally unpredictable. Unused home equity lines of credit amounted to $4,929,000 at September 30, 2007. Since the majority of unused lines of credit expire without being funded, it is anticipated that our obligation to fund the above commitment amount will be substantially less than the amounts reported.

Certificate of deposit accounts scheduled to mature within one year totaled $58,226,000 or 50.77% of total deposits at September 30, 2007. Management believes that the large percentage of deposits in shorter-term certificates of deposit reflects customers’ hesitancy to invest their funds in long-term certificates of deposit in the current interest rate environment in which long-term rates are lower than short-term rates. If these deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and/or additional borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2008. We believe, however, based on past experience, a significant portion of our certificates of deposit will remain with us. We also believe we have the ability to attract and retain deposits by adjusting the interest rates offered.

Our borrowings are with the Federal Home Loan Bank of Atlanta and are secured by Federal Home Loan Bank of Atlanta stock that we own and a blanket lien on mortgages. Borrowings at September 30, 2007 consisted of   $5,000,000 in   a short term fixed rate FHLB advance bearing an interest rate of 5.28% and $26,500,000 long term convertible rate FHLB advances with fixed interest rates ranging from 3.63% to 4.90%. If not repaid or converted to a different product, the convertible rate advances will convert from a fixed to a floating rate after the initial borrowing periods ranging from three to 60 months.
 


Our primary investing activity is the origination of loans, primarily one- to four-family residential mortgage loans and commercial loans, and the purchase of securities. Our primary financing activity consists of activity in deposit accounts and Federal Home Loan Bank of Atlanta advances. Deposit growth has continued to outpace asset growth over the past two-six months and the increased liquidity has been placed in a federal funds account with our correspondent bank, used to pay down borrowed funds and to fund commercial and acquisition and renovation loans. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

We are not aware of any known trends, events or uncertainties that will have or are reasonably likely to have a material effect on our liquidity, capital or operations, nor are we aware of any current recommendation by regulatory authorities, which if implemented, would have a material effect on liquidity, capital or operations.
 
Stockholders’ Equity

Total stockholders’ equity decreased $281,000, or 1.26%, to $22,084,000 at September 30, 2007 from $22,365,000 at December 31, 2006 primarily as a result of the purchase of $427,000 in additional Treasury stock and a net loss of $21,000. The net loss is primarily due to the increase in the allowance for loan losses in anticipation of a potential loan default and an increase in interest expenses as a result of increases in deposits yielding higher interest rates. We are considered “well capitalized” under the risk-based capital guidelines applicable to us.

Off-balance Sheet Arrangements

In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit. Our exposure to credit loss from non-performance by the other party to the above-mentioned financial instruments is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

Financial Instruments Whose
 
 
 
 
 
Contract Amount Represents    
 
Contract Amount At   
 
Credit Risk
 
  September 30, 2007
 
    December 31, 2006  
 
 
(Dollars in thousands)
 
Lines of credit - commercial
 
 
$   1,812
 
 
$    1,210
 
Lines of credit - home equity
   
     4,929
   
      5,335
 
Lines of credit - overdraft checking
   
        120
   
         118
 
Mortgage loan commitments
   
     1,470
   
         830
 
 
Commercial lines of credit are generally secured by a blanket lien on assets of the borrower. Revolving Lines of Credit (RLOC) are typically used for short term working capital needs and are based most heavily on the accounts receivable and inventory components of the borrower’s balance sheet. RLOC have terms of one year, are subject to annual reaffirmation and carry variable rates of interest. We generally receive a one percent fee, based on the commitment amount.


 
Equipment lines of credit are secured by equipment being purchased and sometimes by a blanket lien on assets of the borrower as well. Each advance is repaid over three to five years and carries a variable or prevailing fixed rate of interest. We will generally advance up to 80% of the cost of the new or used equipment. These credit facilities are revolving in nature and the commitment is subject to annual reaffirmation.

For both types of credit facilities listed above, we evaluate each customer’s credit worthiness on a case-by-case basis.

Home equity lines of credit are secured by second deeds of trust on residential real estate. They have fixed expiration dates as long as there is no violation of any condition established in the contract. We evaluate each customer’s credit worthiness on a case-by-case basis.

Overdraft lines of credit on checking accounts are unsecured. Linked to any Slavie Federal personal checking account, the line will automatically make a deposit to the customer’s checking account if the balance falls below the amount needed to pay an item presented for payment.

Our outstanding commitments to make mortgages are at fixed rates ranging from 6.25% to 7.50% and 5.625 to 7.125% at September 30, 2007 and December 31, 2006, respectively. Loan commitments expire 60 days from the date of the commitment.

For the nine months ended September 30, 2007, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Information Regarding Forward-Looking Statements

In addition to the historical information contained in Part I of this Quarterly Report on Form 10-QSB, the discussion in Part I of this Quarterly Report on Form 10-QSB contains certain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements often use words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,” “anticipate,” “forecast,” “intend” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

Our goals, objectives, expectations and intentions, including statements regarding improved profitability, leaseable space in our headquarters building, our holdings of mortgage-backed securities, the mix of loans in our portfolio, retention of deposits, the allowance for loan losses, repayment of non-accrual loans, liquidity management, and financial and other goals are forward looking. These statements are based on our beliefs, assumptions and on information available to us as of the date of this filing, and involve risks and uncertainties. These risks and uncertainties include, among others, those discussed in this Quarterly Report on Form 10-QSB and in our Annual Report on Form 10-KSB for the year ended December 31, 2006; the effect of rising interest rates on our profits and asset values; risks related to our intended increased focus on commercial real estate and commercial business loans; our limited recognition and reputation in our markets; adverse economic conditions in our market area; our dependence on key personnel; competitive factors within our market area; the effect of developments in technology on our business; adverse changes in the overall national economy as well as adverse economic conditions in our specific market area; adequacy of the allowance for loan losses; expenses as a result of our stock benefit plans; and changes in regulatory requirements and/or restrictive banking legislation.


 
Our actual results and the actual outcome of our expectations and strategies could differ materially from those discussed herein and you should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this filing, and we undertake no obligation to make any revisions to the forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.
 
Item 3.   Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-QSB, SFSB, Inc.’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of SFSB, Inc.’s disclosure controls and procedures. Based upon that evaluation, SFSB, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that SFSB, Inc.’s disclosure controls and procedures are effective as of September 30, 2007. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by SFSB, Inc. in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

In addition, there were no changes in SFSB, Inc.’s internal control over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the Securities Act of 1934, as amended) during the quarter ended September 30, 2007, that have materially affected, or are reasonably likely to materially affect, SFSB, Inc.’s internal control over financial reporting.


PART II - OTHER INFORMATION


None.


The table below summarizes our repurchases of equity securities during the third quarter of 2007.

SMALL BUSINESS ISSUER PURCHASES OF SECURITIES

Period
 
Total Number of
Shares Purchased (1)
 
Average Price
Paid per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)
 
Maximum Number of Shares that May Yet
Be Purchased Under
The Plans or
Programs (1)
July 1 - 31, 2007
 
0
 
n/a
 
0
 
10,395
                 
August 1 -31, 2007
 
15,000
 
$8.40
 
15,000
 
57,729
                 
September 1 - 30, 2007
 
1,000
 
$8.10
 
1,000
 
56,729
                 
Total Third Quarter
 
16,000
 
$8.38
 
16,000
 
56,729
 
(1)   On November 21, 2005, our board of directors adopted a stock repurchase program to acquire up to 53,561 shares, or approximately 4% of our outstanding common stock held by persons other than Slavie Bancorp, MHC. On May 10, 2006, our board of directors approved the repurchase of up to an additional 66,951 shares, or approximately 5% of our outstanding common stock held by persons other than Slavie Bancorp, MHC. On August 6, 2007, our board of directors approved the repurchase of up to an additional 62,334 shares, or approximately 5% of our outstanding common stock held by persons other than Slavie Bancorp, MHC. Stock purchases are made from time to time in the open market at the discretion of management. As of September 30, 2007, SFSB, Inc. had repurchased 126,117 shares on the open market at an average cost of $9.42 per share to fund a stock-based compensation plan. In accordance with the terms of the stock repurchase program, as approved by the board, we are authorized to purchase an additional 56,729 shares at September 30, 2007, as well as an aggregate of 56,729 shares as of the date of this filing.


Not applicable.

 
None.

Item 5.   Other Information.

None.
 


Item 6.   Exhibits.

31.1  
Rule 13a-14(a) Certification of Chief Executive Officer
 
31.2  
Rule 13a-14(a) Certification of Chief Financial Officer
 
32  
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
 


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
SFSB, Inc.
     
       
Date: November 5, 2007
 
By:
/s/ Philip E. Logan
     
Philip E. Logan, President
     
(Principal Executive Officer)
       
       
Date: November 5, 2007
 
By:
/s/ Sophie T. Wittelsberger
     
Sophie Torin Wittelsberger, Chief Financial Officer
     
(Principal Accounting and Financial Officer)


 
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