- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number: 0-51014

BV FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Federal

14-1920944

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7114 North Point Road, Baltimore, Maryland 21219

(Address of principal executive offices)

(410) 477-5000

(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company x
(Do not check if a smaller reporting company)

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

As of May 13, 2009, there were 2,386,245 shares of the registrant’s common stock outstanding.

BV FINANCIAL, INC.

FORM 10-Q

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Statements of Financial Condition at March 31, 2009 and June 30, 2008 (unaudited)	1

	Consolidated Statements of Income for the three and nine months ended March 31, 2009 and 2008 (unaudited)	2

	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended March 31, 2009 and 2008 (unaudited)	3

	Consolidated Statements of Cash Flows for the nine months ended March 31, 2009 and 2008 (unaudited)	4

	Notes to Unaudited Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults upon Senior Securities	27

Item 4.	Submission of Matters to a Vote of Security Holders	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

(Unaudited)


	March 31, 2009			June 30, 2008
	(Dollars in thousands, except share data)
A SSETS
Cash	$	3,168		$	1,753
Federal funds sold		9,493			6,529

Cash and Cash Equivalents		12,661			8,282

Interest bearing time deposits in other banks		1,150			580
Securities trading		1,319			—
Securities available for sale		1,265			8,838
Securities held to maturity, fair value at March 31, 2009 – $9,542; at June 30, 2008 – $9,661		9,415			9,788
Loans receivable, net of allowance for loan losses March 31, 2009 – $692; June 30, 2008 – $709		124,188			124,843
Premises and equipment, net		3,071			3,117
Federal Home Loan Bank of Atlanta stock, at cost		687			654
Investment in life insurance		2,100			2,054
Accrued interest receivable		589			670
Goodwill		3,940			3,940
Other intangible assets, net		308			390
Other assets		952			869

Total Assets	$	161,645		$	164,025

L IABILITIES AND S TOCKHOLDERS ’ E QUITY
L IABILITIES
Noninterest bearing deposits	$	5,424		$	6,040
Interest bearing deposits		130,244			130,992

Total deposits		135,668			137,032
Federal Home Loan Bank advances		6,500			7,500
Official checks		1,015			657
Advance payments by borrowers for taxes and insurance		813			1,187
Other liabilities		1,163			1,304

Total Liabilities		145,159			147,680

C OMMITMENTS AND C ONTINGENCIES

S TOCKHOLDERS ’ E QUITY
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.01 par value; 9,000,000 shares authorized; 2,645,000 shares issued; 2,386,245 and 2,385,192 shares outstanding as of March 31, 2009 and June 30, 2008, respectively		26			26
Paid-in capital		11,123			11,123
Unearned employee stock ownership plan shares		(704	)		(756	)
Treasury stock, at cost; 258,755 shares and 259,808 shares as of March 31, 2009 and June 30, 2008, respectively		(2,088	)		(2,140	)
Retained earnings		8,103			8,129
Accumulated other comprehensive income (loss)		26			(37	)

Total Stockholders’ Equity		16,486			16,345

Total Liabilities and Stockholders’ Equity	$	161,645		$	164,025

See Notes to Unaudited Consolidated Financial Statements.

BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Income

(Unaudited)


	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
	(Dollars in thousands, except per share data)
I NTEREST I NCOME
Loans, including fees	$	1,959		$	1,866		$	5,930		$	5,636
Investment securities – taxable		121			203			546			390
Other		2			118			17			644

Total Interest Income		2,082			2,187			6,493			6,670

I NTEREST E XPENSE
Deposits		931			1,217			2,847			3,598
Federal Home Loan Bank advances		80			90			287			379

Total Interest Expense		1,011			1,307			3,134			3,977

Net Interest Income		1,071			880			3,359			2,693
P ROVISION FOR L OAN L OSSES		23			118			44			162

Net Interest Income after Provision for Loan Losses		1,048			762			3,315			2,531

N ONINTEREST I NCOME
Service fees on deposits		29			27			84			91
Service fees on loans		7			8			25			22
Income from investment in life insurance		10			18			82			53
Loss on securities trading		(54	)		—			(479	)		—
Termination of split-dollar life insurance liability		—			—			240			—
Other income		22			19			64			58

Total Noninterest Income		14			72			16			224

N ONINTEREST E XPENSES
Compensation and related expenses		549			595			1,684			1,711
Occupancy		82			74			207			191
Data processing		106			102			298			276
Telephone and postage		17			17			51			50
Advertising		24			29			86			91
Professional fees		58			55			170			172
Equipment		35			44			113			131
Amortization of intangible assets		28			32			83			80
FDIC insurance premiums		27			9			108			29
Other		104			97			308			282

Total Noninterest Expenses		1,030			1,054			3,108			3,013

Income (Loss) before Income Taxes (Benefit)		32			(220	)		223			(258	)
Provision (Benefit) For Income Taxes		74			(106	)		104			(117	)

Net (Loss) Income	$	(42	)	$	(114	)	$	119		$	(141	)

B ASIC AND D ILUTED E ARNINGS (L OSS ) P ER S HARE	$	(0.02	)	$	(0.05	)	$	0.05		$	(0.06	)

D IVIDENDS D ECLARED P ER S HARE	$	0.05		$	0.05		$	0.15		$	0.15

See Notes to Unaudited Consolidated Financial Statements.

BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009		2008
	(In thousands)
Net Income (Loss)	$	(42	)	$	(114	)	$	119	$	(141	)
Unrealized net holding gains on available-for-sale securities, net of taxes of $0, $6, $42 and $12		—			9			63		18

Comprehensive Income (Loss)	$	(42	)	$	(105	)	$	182	$	(123	)

See Notes to Unaudited Consolidated Financial Statements.

BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended March 31,
	2009			2008
	(In thousands)
Cash Flows from Operating Activities
Net income (loss)	$	119		$	(141	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Net amortization of discounts and premiums		34			4
Provision for loan losses		44			162
Net change in securities trading		1,229			—
Amortization of deferred loan fees/costs		(127	)		53
Provision for depreciation		58			124
Amortization of intangible assets		82			80
Increase in cash surrender value of life insurance		(46	)		(53	)
Stock-based compensation expense		109			144
Termination of split-dollar life insurance liability		(240	)		—
Decrease (increase) in other assets		130			(778	)
Increase (decrease) in other liabilities		97			231

Net Cash Provided by (Used in) Operating Activities		1,489			(174	)

Cash Flows from Investing Activities
Net increase in interest bearing deposits in other banks		(570	)		(196	)
Purchases of securities available for sale		—			(6,117	)
Proceeds from maturities and calls of securities available for sale		5,000			—
Purchases of securities held to maturity		(3,060	)		(11,352	)
Proceeds from maturities and calls of securities held to maturity		2,000			2,500
Principal collected on mortgage backed securities		1,527			412
Net decrease (increase) in loans		566			(5,830	)
Purchase of premises and equipment		(12	)		(87	)
Purchase of Federal Home Loan Bank stock		(270	)		—
Proceeds from the sale of Federal Home Loan Bank stock		237			194
Net cash received in branch acquisition		—			46,913

Net Cash Provided by Investing Activities		5,418			26,437

Cash Flows from Financing Activities
Increase (decrease) in official checks		358			(1,184	)
Net decrease in deposits		(1,364	)		(12,268	)
Decrease in advance payments by borrowers for taxes and insurance		(374	)		(302	)
Advances from Federal Home Loan Bank		8,500			7,500
Repayment of advances from Federal Home Loan Bank		(9,500	)		(13,500	)
Cash dividends paid		(143	)		(155	)
Purchases of stock for treasury		(5	)		(1,016	)

Net Cash Used In Financing Activities		(2,528	)		(20,925	)

Net Increase in Cash and Cash Equivalents		4,379			5,338
Cash and Cash Equivalents – Beginning		8,282			5,357

Cash and Cash Equivalents – Ending	$	12,661		$	10,695

Supplementary Cash Flows Information
Interest paid	$	3,138		$	3,594

Income taxes paid	$	138		$	63

Net loans transferred to repossessed assets	$	171		$	42

See Notes to Unaudited Consolidated Financial Statements.

BV FINANCIAL, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

March 31, 2009

(1)

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America. However, all adjustments that are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. Such adjustments were of a normal recurring nature. The results of operations for the period ended March 31, 2009 are not necessarily indicative of the results that may be expected for the entire year. These unaudited consolidated financial statements should be read in conjunction with BV Financial, Inc.’s (the “Company” or “BV Financial”) Annual Report on Form 10-K for the year ended June 30, 2008.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, Bay-Vanguard Federal Savings Bank (the “Bank” or “Bay-Vanguard Federal”) and its wholly-owned subsidiary, Housing Recovery Corporation. All intercompany balances and transactions have been eliminated in consolidation.

Reclassification

Certain prior year amounts have been reclassified to conform with the current year’s presentation. Such reclassifications had no effect on net income.

(2)

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the appropriate period. Unearned shares under the Bay-Vanguard Federal Savings Bank Employee Stock Ownership Plan are not included in outstanding shares. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding as adjusted for the dilutive effect of stock options and unvested stock awards based on the “treasury stock” method. As of March 31, 2009 and 2008, the Company had 12,797 and 21,265 shares of unvested restricted stock, respectively, and 111,456 shares and 111,456 shares of unexercised stock options, respectively, none of which were dilutive.

Information related to the calculation of earnings (loss) per share is summarized for the three and nine months ended March 31, 2009 and 2008 as follows:


	Three Months Ended March 31,												Nine Months Ended March 31,
	2009						2008						2009				2008
	Basic			Diluted			Basic			Diluted			Basic		Diluted		Basic			Diluted
	(In thousands, except per share data)
Net income (loss)	$	(42	)	$	(42	)	$	(114	)	$	(114	)	$	119	$	119	$	(141	)	$	(141	)

Weighted average common shares outstanding		2,321			2,321			2,353			2,353			2,315		2,315		2,383			2,383
Dilutive securities:
Restricted stock		—			—			—			—			—		—		—			—
Stock options		—			—			—			—			—		—		—			—

Adjusted weighted average shares		2,321			2,321			2,353			2,353			2,315		2,315		2,383			2,383

Per share amount	$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.05	)	$	0.05	$	0.05	$	(0.06	)	$	(0.06	)

(3)

Equity Incentive Plan

On November 8, 2005, stockholders approved the BV Financial, Inc. 2005 Equity Compensation Plan (the “Plan”) that enabled the Company to grant up to 181,447 stock options and restricted stock awards to employees and directors. On November 14, 2005, the Company granted stock options covering 111,456 shares of common stock to certain employees and directors of the Company, of which 64,646 and 43,486 were exercisable at March 31, 2009 and March 31, 2008, respectively. The options were granted at the then fair market value of the stock of $8.94, vest over five years and expire ten years from the date of grant.

Stock options had no intrinsic value at March 31, 2009. The Company recognized $7,000 and $28,000 of expense relating to the granting of stock options during the three and nine months ended March 31, 2009, respectively, and $6,000 and $35,000 for the three and nine months ended March 31, 2008, respectively. There has been no exercise of vested stock options through March 31, 2009.

On November 14, 2005, the Company granted 44,577 shares of restricted stock to certain employees and directors of the Company. The Company purchased shares in the open market during 2006 to fund this plan. The awards vest over a five-year period and, therefore, the cost of such awards is accrued ratably over a five-year period as compensation expense. The Company recognized $20,000 and $57,000 of expense relating to the grant of shares of restricted stock during the three and nine months ended March 31, 2009, respectively, and $20,000 and $57,000 of expense during the three and nine months ended March 31, 2008, respectively. Shares vesting were 8,468 and 8,468 for the periods ended March 31, 2009 and 2008, respectively. Unvested shares were 12,797 at March 31, 2009.

At March 31, 2009, there was $203,000 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted average period of 1.5 years.

(4)

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (R) “Business Combinations” (“SFAS No. 141 (R)”). This Statement establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree. The Statement also provides guidance for recognizing and measuring the goodwill acquired in the business

combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of a company’s fiscal year beginning after December 15, 2008. This new pronouncement will impact the Company’s accounting for business combinations completed beginning July 1, 2009.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“SFAS No. 160”). This Statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective as of the beginning of the Company’s fiscal year beginning July 1, 2009 and is not expected to have a significant impact on our financial statements.

In September 2006, the FASB’s Emerging Issues Task Force (EITF) issued EITF Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance Arrangements” (“EITF 06-4”). EITF 06-4 requires the recognition of a liability related to the postretirement benefits covered by an endorsement split-dollar life insurance arrangement. The consensus highlights that the employer (who is also the policyholder) has a liability for the benefit it is providing to its employee. As such, if the policyholder has agreed to maintain the insurance policy in force for the employee’s benefit during his or her retirement, then the liability recognized during the employee’s active service period should be based on the future cost of insurance to be incurred during the employee’s retirement. Alternatively, if the policyholder has agreed to provide the employee with a death benefit, then the liability for the future death benefit should be recognized by following the guidance in SFAS No. 106 or Accounting Principles Board (APB) Opinion No. 12, as appropriate. For transition, an entity can choose to apply the guidance using either of the following approaches: (a) a change in accounting principle through retrospective application to all periods presented or (b) a change in accounting principle through a cumulative-effect adjustment to the balance in retained earnings at the beginning of the year of adoption. The Company adopted this EITF effective July 1, 2007 and recorded a cumulative-effect adjustment to retained earnings of $(221,000). The Bank terminated its executive and director split-dollar life insurance retirement death benefit and recognized income of $240,000 in the quarter ended September 30, 2008.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 was effective for the Company July 1, 2008. The Company elected to account for the Shay AMF Ultra Short Mortgage Fund mutual fund it holds at fair value and there was no impairment recognized with this adoption as the investment had been written down to fair value at June 30, 2008. Future gains and losses will be reflected through earnings.

In June 2007, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” (“EITF 06-11”). EITF 06-11 states that an entity should recognize a realized tax benefit associated with dividends on nonvested equity shares, nonvested equity share units and outstanding equity share options charged to retained earnings as an increase in additional paid in capital. The amount recognized in additional paid in capital should be included in the pool of excess tax benefits available to absorb potential future tax deficiencies on share-based payment awards. EITF 06-11 should be applied prospectively to income tax benefits of dividends on equity-classified share-based payment awards that are declared in fiscal years beginning after December 15, 2007. Adoption did not have a significant impact on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” This Statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact the new pronouncement will have on its financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the potential impact the new pronouncement will have on its financial statements.

In September 2008, the FASB issued FSP 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” (FSP 133-1 and FIN 45-4). FSP 133-1 and FIN 45-4 amends and enhances disclosure requirements for sellers of credit derivatives and financial guarantees. It also clarifies that the disclosure requirements of SFAS No. 161 are effective for quarterly periods beginning after November 15, 2008, and fiscal years that include those periods. FSP 133-1 and FIN 45-4 is effective for reporting periods (annual or interim) ending after November 15, 2008. The implementation of this standard did not have a material impact on our financial position and results of operations.

In September 2008, the FASB ratified the Emerging Issues Task Force (EITF) Issue No. 08-5, “Issuer’s Accounting for Liabilities Measured at Fair Value With a Third-Party Credit Enhancement” (EITF 08-5). EITF 08-5 provides guidance for measuring liabilities issued with an attached third-party credit enhancement (such as a guarantee). It clarifies that the issuer of a liability with a third-party credit enhancement should not include the effect of the credit enhancement in the fair value measurement of the liability. EITF 08-5 is effective for the first reporting period beginning after December 15, 2008. The implementation of this standard did not have a material impact on our financial position and results of operations.

In November 2008, the SEC released a proposed roadmap regarding the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (IFRS). IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board (“IASB”). Under the proposed roadmap, the Company may be required to prepare financial statements in accordance with IFRS as early as 2014. The SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. The Company is currently evaluating the potential impact that this potential change would have on its financial statements, and it will continue to monitor the development of the potential implementation of IFRS.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets.” This FSP amends SFAS 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets

required by this FSP shall be provided for fiscal years ended after December 15, 2009. The Company is currently evaluating the potential impact the new pronouncement will have on its financial statements.

In November 2008, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 08-6, “Equity Method Investment Accounting Considerations.” EITF 08-6 clarifies the accounting for certain transactions and impairment considerations involving equity method investments. EITF 08-6 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The Company is currently evaluating the potential impact the new pronouncement will have on its financial statements.

In November 2008, the FASB ratified Emerging Issues Task Force Issue No. 08-7, “Accounting for Defensive Intangible Assets.” EITF 08-7 clarifies the accounting for certain separately identifiable intangible assets which an acquirer does not intend to actively use but intends to hold to prevent its competitors from obtaining access to them. EITF 08-7 requires an acquirer in a business combination to account for a defensive intangible asset as a separate unit of accounting which should be amortized to expense over the period the asset diminishes in value. EITF 08-7 is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. This new pronouncement will impact the Company’s accounting for any defensive intangible assets acquired in a business combination completed beginning July 1, 2009.

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

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

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

This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. The Company is currently evaluating the potential impact the new pronouncement will have on its financial statements.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2). FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors that should be considered when determining whether

a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Previously, this assessment required management to assert it has both the intent and the ability to hold a security for a period of time sufficient to allow for an anticipated recovery in fair value to avoid recognizing an other-than-temporary impairment. This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.

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

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

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

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

(5)

FDIC Temporary Liquidity Guaranty Program

In October 2008, the FDIC increased the amount of insured bank deposits to $250,000 per account. Also, in October 2008, the FDIC also provided unlimited coverage for non-interest bearing deposit transaction accounts, which will last through December 31, 2009, unless otherwise extended by the FDIC. Effective December 5, 2008, insured depository institutions that have not opted out of the FDIC Temporary Liquidity Guarantee Program will be subject to a 0.10% surcharge applied to non-interest bearing transaction deposit account balances in excess of $250,000, which surcharge will be

added to the institution’s existing risk-based deposit insurance assessments. The Bank is participating in the FDIC Temporary Liquidity Guaranty Program.

(6)

Goodwill, Other Intangible Assets and Branch Acquisition

On August 24, 2007, the Bank acquired a branch office in Pasadena, Maryland from Greater Atlantic Bank. The Bank paid a premium on the net liabilities, primarily on deposits of $51.5 million assumed at closing. The premium was comprised of goodwill totaling $3.9 million and identifiable intangibles (core deposit intangible) totaling $502,000. The goodwill is deductible for tax purposes. Core deposit intangibles are amortized on an accelerated basis over a 7-year period and goodwill is evaluated on an annual basis to determine impairment, if any. Any impairment of goodwill would be recorded against income in the period of impairment.

(7)

Fair Values for Financial Instruments

In September 2006, the Financial Accounting Standards Board issued FASB Statement No. 157, “Fair Value Measurements,” (SFAS 157) which defines fair value, establishes a framework for measuring fair value under Generally Accepted Accounting Principles, and expands disclosures about fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. Effective July 1, 2008, the Company adopted SFAS 157. The primary effect of SFAS 157 on the Company was to expand the required disclosures pertaining to the methods used to determine fair values.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, “Effective Date of FASB Statement No. 157,” that permits a one-year deferral in applying the measurement provisions of Statement No. 157 to non-financial assets and non-financial liabilities (non-financial items) that are not recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually). Therefore, if the change in fair value of a non-financial item is not required to be recognized or disclosed in the financial statements on an annual basis or more frequently, the effective date of application of Statement 157 to that item is deferred until fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The application of the provisions of (FSP) 157-2 did not materially affect our results of operations or financial condition as of and for the period ended March 31, 2009.

In October 2008, the FASB issued FASB Staff Position (FSP) 157-3, “Determining the Fair Value of a Financial Asset When The Market for That Asset is Not Active” (FSP 157-3), to clarify the application of the provisions of SFAS 157 in an inactive market and how an entity would determine fair value in an inactive market. FSP 157-3 became effective immediately and applies to our March 31, 2009 financial statements. The application of the provisions of (FSP) 157-3 did not materially affect our results of operations or financial condition as of and for the period ended March 31, 2009.

SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under SFAS 157 are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Assets measured at fair value on a recurring basis by level within the fair value hierarchy used at March 31, 2009 are as follows:


	March 31, 2009		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Other Unobservable Inputs
	(In thousands)
Securities trading	$	1,319	$	—	$	1,319	$	—
Securities available for sale		1,265		—		1,265		—

Total	$	2,584	$	—	$	2,584	$	—

The following valuation techniques were used to measure the fair value of assets in the table above on a recurring basis as of March 31, 2009.

Securities trading – The fair value of securities trading was based on available market pricing for the security. A mutual fund is the only holding we have in this category and we rely on information provided to us by a third party pricing source.

Securities available for sale – The fair values of securities available for sale were based on available market pricing for the securities. We rely on third party brokers to obtain and provide us with this market pricing from a definitive security pricing source.

Assets measured at fair value on a nonrecurring basis by level within the fair value hierarchy used at March 31, 2009 are as follows:


	March 31, 2009		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Other Unobservable Inputs
	(In thousands)
Impaired loans	$	3,064	$	—	$	—	$	3,064
Repossessed assets		151		—		—		151

Total	$	3,215	$	—	$	—	$	3,215

The following valuation techniques were used to measure the fair value of assets in the table above on a nonrecurring basis as of March 31, 2009.

Impaired Loans – Loans included in the above table are those that are accounted for under SFAS 114, Accounting by Creditors for Impairment of a Loan , in which the Company has measured impairment generally based on the fair value of the loan’s collateral. Fair value was determined based upon a

discounted cash flow from the expected proceeds of the underlying collateral. This asset is included as Level 3 fair value, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balance reduced by any specific impairment reserve.

Repossessed Assets – Fair value of repossessed assets was based on the Company’s appraisal of the property. This value was determined from a current industry standard appraisal guide based on the value of similar properties adjusted for factors including condition and location of property.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 was effective for the Company July 1, 2008. The Company elected to account for the AMF Ultra Short Mortgage Fund mutual fund it holds at fair value and recognized a trading loss of $479,000 during the nine months ended March 31, 2009. The Company made this election based on the availability of tax planning strategies to generate future capital gains if necessary to offset capital losses on the mutual fund. The fund pays monthly cash dividends which the Company records as interest income.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of BV Financial. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and footnotes appearing in Part I, Item 1 of this document.

Forward-Looking Statements

This quarterly report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of Bay-Vanguard, M.H.C., BV Financial and Bay-Vanguard Federal. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions.

Bay-Vanguard, M.H.C., BV Financial and Bay-Vanguard Federal’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on the operations of BV Financial and its subsidiary include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in BV Financial and Bay-Vanguard Federal’s market area, changes in real estate market values in BV Financial and Bay-Vanguard Federal’s market area, and changes in relevant accounting principles and guidelines.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, BV Financial does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

General

BV Financial (the “Company”) was organized as a federally chartered corporation at the direction of Bay-Vanguard Federal Savings Bank (the “Bank” or “Bay-Vanguard Federal”) in January 2005 to become the mid-tier stock holding company for Bay-Vanguard Federal upon the completion of its reorganization into the mutual holding company form of organization. Pursuant to the Plan of Reorganization, the Bank converted to stock form with all of its stock owned by the Company and organized Bay-Vanguard, M.H.C. as a federally chartered mutual holding company that owned 55% of the common stock of the Company.

Bay-Vanguard Federal is headquartered in Baltimore, Maryland and is a community-oriented financial institution offering traditional financial services to its local communities. The Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate one-to four-family real estate, mobile home, construction, multi-family and commercial real estate and consumer loans.

The Bank’s savings accounts are insured up to the applicable legal limits by the Federal Deposit Insurance Corporation’s Deposit Insurance Fund. Bay-Vanguard Federal is a member of the Federal Home Loan Bank System.

The Bank has a wholly-owned subsidiary, Housing Recovery Corporation, which holds real estate and other assets acquired by the Bank through foreclosure or repossession.

Critical Accounting Policies

The Company considers accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets and liabilities or income and expense to be critical accounting policies. The Company considers the allowance for loan losses, fair value option for financial assets, the determination of other than temporary impairment of investments, intangible asset impairment and the deferred tax asset valuation allowance to be critical accounting policies.

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impaired loans; the value of collateral; and the determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change.

Management reviews the level of the allowance on a quarterly basis, at a minimum, and establishes the provision for loan losses based on an evaluation of the portfolio, past loss experience, economic conditions and business conditions affecting its primary market area, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, the duration of the current business cycle and other factors related to the collectibility of the loan portfolio. Although the Company believes that it uses the best information available to establish the allowance for loan losses, future additions to the allowance may be necessary if certain future events occur that cause actual results to differ from the assumptions used in making the evaluation. For example, a downturn in the local economy could cause increases in nonperforming loans. Additionally, a decline in real estate values could cause some of the Company’s loans to become inadequately collateralized. In either case, this may

require the Company to increase its provisions for loan losses, which would negatively impact earnings. Further, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews the Company’s allowance for loan losses. Such agency may require the Company to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. An increase to the allowance required to be made by the Office of Thrift Supervision would negatively impact the Company’s earnings. Additionally, a large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings.

Fair Value Option for Financial Assets and Financial Liabilities. SFAS 157 establishes a three level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets of liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Management has presented certain financial instruments measured at fair value on either a recurring or nonrecurring basis by level within the hierarchy. Management obtains fair values from various broker pricing sources on a monthly basis, at a minimum, and reviews the fair values for reasonableness. Although the Company believes that it uses the best information available to establish fair values for these certain financial instruments, future changes to the fair value may be significant if certain future events occur that cause actual results to differ from the assumptions used in making determinations about fair value. For example, market data used as inputs to calculate pricing for a particular financial instrument may change dramatically.

Other-than-Temporary Impairment of Investment Securities. There are certain securities in the Company’s portfolio in an unrealized loss position that management believes at this time are temporarily impaired. If the fair value of these securities does not recover in a reasonable period of time or management can no longer demonstrate the ability and intent to hold them until recovery, a write-down through the consolidated statements of income would be necessary.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or until maturity. In analyzing the issuer’s financial condition, management considers industry analysts’ reports, financial performance and projected target prices of investment analysts.

Intangible Asset Impairment. The Company has goodwill and core deposit intangible assets arising from a branch purchase. The goodwill is evaluated annually for impairment while the core deposit intangible is being amortized over seven years. The valuation techniques used by management to determine the carrying value of assets acquired in the branch purchase and the estimated lives of identifiable intangible assets involve estimates for discount rates, projected future cash flows and time period calculations, all of which are susceptible to change based on changes in economic conditions and other factors. Future events or changes in the estimates that were used to determine the carrying value of goodwill and identifiable intangible assets or that otherwise adversely affects their value or estimated lives could have a material adverse impact on future results of operations.

Deferred Tax Asset Valuation Allowance. We use the asset and liability method of accounting for income taxes as prescribed in Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. Management determined during the quarter ended March 31, 2009 that a valuation allowance was warranted based on a history of taxable income, the expectation of taxable income going forward and the availability of tax planning strategies to generate future income, including capital gains if necessary to offset capital losses on its mutual fund security. The valuation allowance results in additional income tax expense in the period, which negatively affected earnings.

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

Total assets decreased $2.4 million, or 1.5%, to $161.6 million at March 31, 2009 from $164.0 million at June 30, 2008 primarily due to a decrease in investment securities, offset by an increase in cash and cash equivalents.

Loans receivable decreased $655,000, or 0.5%, to $124.2 million at March 31, 2009 from $124.8 million at June 30, 2008. Decreases in consumer real estate and land loans were offset by increases in non-residential loans, which increased due to the Bank’s focus on shorter-term higher-rate loan products.

Securities decreased $6.6 million, or 35.5%, from $18.6 million at June 30, 2008 primarily due to the redemption of $750,000 of the AMF Ultra Short Mortgage mutual fund, a trading loss of $479,000 on the same mutual fund and principal payments of $8.5 million on U.S. government agencies securities, offset by $3.1 million in purchases of U.S. government agencies securities. Securities trading are carried at fair value with gains and losses being reflected through earnings.

Cash and cash equivalents increased $4.4 million, or 53.0%, from $8.3 million at June 30, 2008 to $12.7 million at March 31, 2009, primarily due to a $1.4 million increase in cash and a $4.0 million increase in federal funds sold with proceeds from maturing and called investment securities.

Deposits decreased $1.3 million, or 1.0%, to $135.7 million at March 31, 2009, primarily due to a decrease in commercial checking accounts primarily due to a realignment of corporate funds at BV Financial. Federal Home Loan Bank advances decreased $1.0 million, or 13.3%, to $6.5 million at March 31, 2009 due to our ability to pay down Federal Home Loan Bank advances from principal payments received on U.S. government agencies securities.

Total equity increased $141,000, or 1.0%, to $16.5 million at March 31, 2009 primarily as a result of net income of $119,000 for the period and a $63,000 increase in accumulated other comprehensive income, offset by the payment of dividends.

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

General. The Company recorded net loss of $42,000 for the three months ended March 31, 2009 compared to a net loss of $114,000 in the same period in the prior year. The net loss for 2009 was due primarily to the loss on securities trading of $54,000 and a tax provision of $74,000.

Net Interest Income. The following table summarizes interest income and expense for the three months ended March 31, 2009 and 2008.


	Three Months Ended March 31,
	2009		2008		% change
	(Dollars in thousands)
Interest Income:
Loans, including fees	$	1,959	$	1,866	5.0	%
Investment securities – taxable		121		203	(40.4	)
Other		2		118	(98.3	)

Total interest income		2,082		2,187	(4.8	)

Interest Expense:
Deposits		931		1,217	(23.5	)
Federal Home Loan Bank advances		80		90	(11.1	)

Total interest expense		1,011		1,307	(22.6	)

Net interest income	$	1,071	$	880	21.7

The following table summarizes average balances and average yield and costs for the three months ended March 31, 2009 and 2008.


	Three Months Ended March 31,
	2009				2008
	Average Balance		Yield/ Cost		Average Balance		Yield/ Cost
	(Dollars in thousands)
Loans	$	126,918	6.17	%	$	120,560	6.19	%
Investment securities		12,280	3.91			16,244	5.00
Interest-bearing time deposits in other banks		610	0.66			545	3.67
Federal funds sold		6,916	0.12			14,084	3.21
Interest-bearing deposits		126,385	2.95			130,673	3.73
Federal Home Loan Bank advances		7,972	4.01			7,687	4.68

Net interest income for the three months ended March 31, 2009 increased $191,000, or 21.7%, compared to the same period last year, as a result of an increase in the loan portfolio and a decrease in the cost of interest-bearing deposits and FHLB advances. Total interest income decreased as a result of the decrease in average interest-earning assets to $146.7 million from $151.4 million. The decrease in average interest-earning assets was mainly due to a decrease in federal funds and investment securities, offset by loan growth. Total interest expense decreased as a result of a decrease in the average rate paid on deposits and a decrease in the average balance of deposits to $126.4 million, compared to average deposits of $130.7 million in 2008.

Provision for Loan Losses. The following table summarizes the activity in the allowance for loan losses for the three months ended March 31, 2009 and 2008.


	Three Months Ended March 31,
	2009			2008
	(In thousands)
Allowance at beginning of period	$	711		$	440
Provision for loan losses		23			118
Charge-offs		(42	)		(15	)

Allowance at end of period	$	692		$	543

The provision for loan losses decreased from $118,000 for the three months ended March 31, 2008 to $23,000 for the three months ended March 31, 2009. The decrease in the provision for loan losses was due to a decrease in nonperforming assets, offset by an increase in net charge-offs.

The following table provides information with respect to our nonperforming assets at the dates indicated.


	At March 31, 2009			At June 30, 2008			% change
	(Dollars in thousands)
Nonaccruing loans:
Construction	$	1,016		$	2,623		(61.3	)%
One- to four-family		655			—		N/A
Other consumer		—			62		(100.0	)

Total		1,671			2,685		(37.8	)

Accruing loans past due 90 days or more		19			—		N/A
Troubled debt restructuring (1)		—			46		(100.0	)
Foreclosed real estate		—			—		—
Other repossessed assets		151			41		268.3

Total non-performing assets	$	1,841		$	2,772		(33.6	)

Total non-performing loans to total loans		1.35	%		2.10	%
Total non-performing loans to total assets		1.03			1.64
Total non-performing assets to total assets		1.14			1.69

(1)	As defined in Statement of Financial Accounting Standards No. 15.

Nonperforming assets decreased $931,000, or 33.6%, primarily due to a decrease in nonaccruing construction loans. The Bank refinanced one of the nonaccruing construction loans splitting the original loan amount between the two primary borrowers. Two of the properties were only 85% complete. The borrower who took this part of the refinancing provided additional properties for collateral so that there would be enough equity to finish the remaining 15% of the project. The project has been completed and the two units will be rented to improve cash flows for repayment. The borrower who refinanced the other properties is repaying a term loan that is secured by the two completed units, which are rented and producing income. The borrower is adding personal cash to help make the payments. Both of the refinanced loans were granted at the current market rates available and at the same risk and compliance as other such loans available.

Noninterest Income. The following table summarizes noninterest income for the three months ended March 31, 2009 and 2008.


	Three Months Ended March 31,
	2009			2008		% change
	(In thousands)
Service fees on deposits	$	29		$	27	7.4	%
Service fees on loans		7			8	(12.5	)
Income from investment in life insurance		10			18	(44.4	)
Loss on securities trading		(54	)		—	N/A
Other income		22			19	15.8

Total	$	14		$	72	(80.6	)

The decrease in noninterest income was due to a loss on trading securities associated with a decline in the AMF Ultra Short Mortgage Fund. This mutual fund investment was transferred to securities trading from securities available for sale on July 1, 2008.

Noninterest Expenses. The following table summarizes noninterest expenses for the three months ended March 31, 2009 and 2008.


	Three Months Ended March 31,
	2009			2008			% change
	(Dollars in thousands)
Compensation and related expenses	$	549		$	595		(7.7	)%
Occupancy		82			74		10.8
Data processing		106			102		3.9
Telephone and postage		17			17		—
Advertising		24			29		(17.2	)
Professional fees		58			55		5.5
Equipment		35			44		(20.5	)
Amortization of intangible assets		28			32		(12.5	)
FDIC insurance premiums		27			9		200.0
Other		104			97		8.3

Total	$	1,030		$	1,054		(2.3	)

Efficiency ratio (1)		94.93	%		110.71	%

(1)	Computed as noninterest expenses divided by the sum of net interest income and other income.

Total noninterest expenses decreased $24,000, or 2.3%. Compensation and related expenses decreased $46,000, or 7.7%, primarily as a result of the Bank reducing bonus compensation. FDIC insurance premiums increased $18,000, or 200.0%, as the FDIC increased its assessment rates.

Due to losses incurred by the Deposit Insurance Fund in 2008 from failed institutions and anticipated future losses, the Federal Deposit Insurance Corporation, pursuant to a Restoration Plan to replenish the fund, adopted an across the board seven basis point increase in the assessment range for the first quarter of 2009. The Federal Deposit Insurance Corporation adopted further refinements to its risk-

based assessment that are effective April 1, 2009 and effectively make the range seven to 77 ¹ / 2 basis points. The FDIC also established a program under which it fully guarantees all non-interest bearing transaction accounts and senior unsecured debt of a bank or its holding company. The Company is participating in the program and will be assessed ten basis points for non-interest bearing transaction account balances in excess of $250,000 and 75 basis points of the amount of debt issued.

Income Taxes. The provision for income taxes increased $180,000, or 169.8%, from a benefit of $106,000 for the three months ended March 31, 2008 to an expense of $74,000 for the three months ended March 31, 2009. The effective tax rate was 231.2% for the three months ended March 31, 2009 compared to 48.2% for the three months ended March 31, 2008. The primary reason for the significant change in the effective tax rate for the period ended March 31, 2009 was due to the valuation allowance on the AMF mutual fund deferred tax asset.

Results of Operations for the Nine Months Ended March 31, 2009 and 2008

General. Net income increased $260,000, or 184.4%, to $119,000 for the nine months ended March 31, 2009 compared to a net loss of $141,000 for the same period in the prior year primarily due to a $666,000 increase in net interest income, offset by a $208,000 decrease in noninterest income and a $95,000 increase in noninterest expenses.

Net Interest Income. The following table summarizes changes in interest income and expense for the nine months ended March 31, 2009 and 2008.


	Nine Months Ended March 31,
	2009		2008		% change
	(Dollars in thousands)
Interest Income:
Loans, including fees	$	5,930	$	5,636	5.2	%
Investment securities – taxable		546		390	40.0
Other		17		644	(97.4	)

Total interest income		6,493		6,670	(2.7	)

Interest Expense:
Deposits		2,847		3,598	(20.9	)
Federal Home Loan Bank advances		287		379	(24.3	)

Total interest expense		3,134		3,977	(21.2	)

Net interest income	$	3,359	$	2,693	24.7

The following table summarizes average balances and average yield and costs for the nine months ended March 31, 2009 and 2008.


	Nine Months Ended March 31,
	2009				2008
	Average Balance		Yield/ Cost		Average Balance		Yield/ Cost
	(Dollars in thousands)
Loans	$	126,925	6.23	%	$	119,600	6.28	%
Investment securities		15,764	4.62			9,789	5.31
Interest-earning deposits		425	0.94			568	4.23
Federal funds		3,770	0.50			18,458	4.51
Interest-bearing deposits		124,650	3.05			129,935	3.69
Federal Home Loan Bank advances		10,135	3.78			10,302	4.91

Net interest income for the nine months ended March 31, 2009 increased $666,000, or 24.7%, compared to the same period last year, as a result of increases in the loan portfolio and investment securities and a decrease in interest expense due to a decrease in the cost of interest-bearing deposits and FHLB advances. Total interest income decreased as a result of the lower interest yields on average interest-earning assets.

Total interest expense decreased as a result of a decrease in the average rate paid on deposits along with a decrease in the average balance of deposits to $124.7 million, compared to average deposits of $129.9 million in 2008. Interest expense on FHLB advances decreased due primarily to a lower average rate paid on these advances.

Provision for Loan Losses. The following table summarizes the activity in the allowance for loan losses for the nine months ended March 31, 2009 and 2008.


	Nine Months Ended March 31,
	2009			2008
	(In thousands)
Allowance at beginning of period	$	709		$	402
Provision for loan losses		44			162
Charge-offs		(61	)		(21	)

Allowance at end of period	$	692		$	543

The provision for loan losses decreased $118,000 to $44,000 for the nine months ended March 31, 2009. The decrease in the provision for loan losses reflects a decrease in nonperforming assets, offset by an increase in net charge-offs.

Noninterest Income. The following table summarizes noninterest income for the nine months ended March 31, 2009 and 2008.


	Nine Months Ended March 31,
	2009			2008		% change
	(Dollars in thousands)
Service fees on deposits	$	84		$	91	(7.7	)%
Service fees on loans		25			22	13.6
Income from investment in life insurance		82			53	54.7
Loss on securities trading		(479	)		—	N/A
Termination of split-dollar life insurance policy		240			—	N/A
Other income		64			58	10.3

	$	16		$	224	(92.9	)

The decrease in noninterest income was due to a loss on trading securities of $479,000 associated with a decline in the AMF Ultra Short Mortgage mutual fund, offset by $240,000 of income resulting from the termination of $3.9 million in split-dollar life insurance policies and $36,000 of income resulting from the proceeds from a life insurance policy on a former director.

Noninterest Expenses. The following table summarizes noninterest expenses for the nine months ended March 31, 2009 and 2008.


	Nine Months Ended March 31,
	2009			2008			% change
	(Dollars in thousands)
Compensation and related expenses	$	1,684		$	1,711		(1.6	)%
Occupancy		207			191		8.4
Data processing		298			276		8.0
Telephone and postage		51			50		2.0
Advertising		86			91		(5.5	)
Professional fees		170			172		(1.2	)
Equipment expense		113			131		(13.7	)
Amortization of intangible assets		83			80		3.8
FDIC insurance premiums		108			29		272.4
Other		308			282		9.2

Total	$	3,108		$	3,013		3.2

Efficiency ratio (1)		92.09	%		103.29	%

(1)	Computed as noninterest expenses divided by the sum of net interest income and other income.

Total non-interest expenses increased $95,000, or 3.2%. FDIC insurance premiums increased $79,000, or 272.4%, as the FDIC increased its assessment rates. Data processing costs increased $22,000 or 8.0%, due to additional charges related to the branch acquisition. The increase in non-interest expenses was offset by a decrease in compensation and related expenses primarily as a result of the Bank reducing bonus compensation.

Income Taxes. Provision for income taxes increased $221,000, or 188.9%, from a $117,000 benefit for the nine months ended March 31, 2008 to an expense of $104,000 for the nine months ended March 31, 2009. The effective tax rate was 46.6% for the nine months ended March 31, 2009 compared to 45.4% for the nine months ended March 31, 2008. The increase in the effective tax rate was due to the change in the Maryland income tax rate and the impact this had on deferred tax balances.

Liquidity and Capital Resources

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, loan repayments and maturities and sales of investment securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

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 program. Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term U.S. Treasury and federal agency securities.

Our most liquid assets are cash and cash equivalents and interest-bearing deposits in other banks. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At March 31, 2009, cash and cash equivalents totaled $12.7 million. Securities classified as trading and available-for-sale, which provide additional sources of liquidity, totaled $1.3 million and $1.3 million, respectively, at March 31, 2009. In addition, at March 31, 2009, we had the ability to borrow a total of approximately $40.0 million from the Federal Home Loan Bank of Atlanta. On that date, we had advances outstanding of $6.5 million. Additionally, at March 31, 2009, the Bank had a $2.0 million unsecured demand line of credit facility with M&T Bank, which had no outstanding balance.

At March 31, 2009, we had $457,000 in loan commitments outstanding. In addition to commitments to originate loans, we had $2.0 million in unused lines of credit and $1.4 million of construction loans in process. Certificates of deposit due within one year at March 31, 2009 totaled $34.1 million, or 25.1% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and lines of credit. 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 March 31 2009. We believe, however, based on past experience, that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Our primary investing activities are the origination of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts. 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 and to increase core deposits. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

We are subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including risk-based capital measures. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet

assets and off-balance sheet items to broad risk categories. At March 31, 2009, we exceeded all of our regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines.

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 described in the liquidity and capital resources section.

For the nine months ended March 31, 2009, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable as the Company is a smaller reporting company.

Item 4.

Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13(a)-15(e) that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

BV Financial is not involved in any pending legal proceedings. Bay-Vanguard Federal is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to its financial condition and results of operations.

Item 1A.

Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2008, which could materially and adversely affect the Company’s business, financial condition or future results other than as set forth below. The risks described in the Company’s Annual Report on Form 10-K and as included below are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

Future FDIC Assessments Will Hurt Our Earnings

In February 2009, the FDIC adopted an interim final rule imposing a special assessment on all insured institutions due to recent bank and savings association failures. The emergency assessment amounts to 20 basis points of insured deposits as of June 30, 2009. The assessment will be accrued for by the Company on June 30, 2009 and will be collected on September 30, 2009. The FDIC has indicated that it may reduce the special assessment to as low as 10 basis points if Congress increases the FDIC’s borrowing authority with the U.S. Department of the Treasury. The special assessment will negatively impact the Company’s earnings. In addition, the interim rule would also permit the FDIC to impose additional emergency special assessments after June 30, 2009, of up to 10 basis points per quarter if necessary to maintain public confidence in federal deposit insurance or as a result of deterioration in the deposit insurance fund reserve ratio due to institution failures. Any additional emergency special assessments imposed by the FDIC will further hurt the Company’s earnings.

A continuation of recent turmoil in the financial markets could have an adverse effect on our financial position or results of operations.

Beginning in 2008, United States and global markets have experienced severe disruption and volatility, and general economic conditions have declined significantly. Adverse developments in credit quality, asset values and revenue opportunities throughout the financial services industry, as well as general uncertainty regarding the economic and regulatory environment, have had a marked negative impact on the industry. The United States and the governments of other countries have taken steps to try to stabilize the financial system, including investing in financial institutions, and have also been working to design and implement programs to improve general economic conditions. Notwithstanding the actions of the United States and other governments, there can be no assurances that these efforts will be successful in restoring industry, economic or market conditions and that they will not result in adverse unintended consequences. Factors that could continue to pressure financial services companies, including BV Financial, are numerous and include (1) worsening credit quality, leading among other things to increases in loan losses and reserves, (2) continued or worsening disruption and volatility in financial markets, leading among other things to continuing reductions in asset values, (3) capital and liquidity concerns regarding financial institutions generally, (4) limitations resulting from or imposed in connection with governmental actions intended to stabilize or provide additional regulation of the

financial system, and/or (5) recessionary conditions that are deeper or last longer than currently anticipated.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information regarding the Company’s repurchases of its common stock during the quarter ended March 31, 2009.


Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number Of Shares Purchased As Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2009 to January 31, 2009	—	$	—	—	47,830
February 1, 2009 to February 28, 2009	—		—	—	47,830
March 1, 2009 to March 31, 2009	—		—	—	47,830

Total	—	$	—	—

(1)

On March 20, 2008, BV Financial announced the adoption of a stock repurchase program to acquire up to 97,830 shares, or 10%, of BV Financial’s outstanding shares of common stock, excluding shares held by Bay-Vanguard M.H.C. The program will continue until it is completed or terminated by the Board of Directors.

Item 3.

Defaults upon Senior Securities

Not Applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits


3.1		Charter of BV Financial, Inc. (1)
3.2		Bylaws of BV Financial, Inc. (1)
4.0		Stock Certificate of BV Financial, Inc. (1)
10.1		Amended and Restated Employment Agreement between Bay-Vanguard Federal Savings Bank and Edmund T. Leonard
10.2		Amended and Restated Employment Agreement between BV Financial, Inc. and Edmund T. Leonard
10.3		Amended and Restated Employment Agreement between Bay-Vanguard Federal Savings Bank and Carolyn M. Mroz
10.4		Amended and Restated Employment Agreement between BV Financial, Inc. and Carolyn M. Mroz
10.5		Amended and Restated Employment Agreement between Bay-Vanguard Federal Savings Bank and Daniel J. Gallagher, Jr.
10.6		Amended and Restated Bay-Vanguard Federal Savings Bank Change in Control Severance Compensation Plan
10.7		Amended and Restated Bay-Vanguard Federal Savings Bank Supplemental Executive Retirement Plan
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0		Section 1350 Certification

(1)	Incorporated by reference into this document from the Exhibits filed with the Securities and Exchange Commission on the Registration Statement on Form SB-2, and any amendments thereto, Registration No. 333-119083.

SIGNATURES

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


	BV FINANCIAL, INC.

Dated: May 13, 2009	By:	/s/ Carolyn M. Mroz
		Carolyn M. Mroz President and Chief Executive Officer (principal executive officer)

Dated: May 13, 2009	By:	/s/ Edmund T. Leonard
		Edmund T. Leonard Chairman of the Board and Chief Financial Officer (principal financial and accounting officer)