What changed in this filing

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Item 1A. Risk Factors

2009-09-24 compared with 2008-09-26 · 175 added, 120 removed, 20 unchanged (94% of the section changed)

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.

There can be no assurances that these efforts will be successful in restoring industry, economic or

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.

Changes in interest rates may hurt our earnings.

Short-term market interest rates (which we use as a guide to price our deposits) have until recently risen from historically low

levels, while longer-term market interest rates (which we use as a guide to price our longer-term loans) have not.

This flattening of the market yield curve has had a negative impact on our net interest margin, which has reduced our

profitability.

Our net interest margin was 2.48% for the year ended June 30, 2008 compared to 2.67% for the year ended June 30, 2007.

Short-term market interest rates (which we use as a guide to price our

deposits) have until recently risen from historically low levels, while longer-term market interest rates (which we use as a guide to price our longer-term loans) have not.

This flattening of the market yield curve has had a

negative impact on our net interest margin, which has reduced our profitability.

Over the last year, however, the U.S.

Federal Reserve decreased its target for the federal funds rate

from 5.25% to 2.00%.

Federal Reserve decreased its target for the federal funds rate from 2.00% to 0.25%.

Our net interest margin was 2.80% for the

year ended June 30, 2009 compared to 2.48% for the year ended June 30, 2008.

Decreases in interest rates can result in increased prepayments of loans, as borrowers refinance to reduce their borrowing costs.

Under these circumstances, we are subject to reinvestment risk as we may have to redeploy

such loan proceeds into lower-yielding assets, which might also negatively impact our income.

Additionally, if short-term interest rates rise, and if rates on our deposits reprice upwards faster than the rates on our long-term loans and investments,

we would experience compression of our net interest margin, which would have a negative effect on our profitability.

For further discussion of how changes in interest rates could impact us, see Managements Discussion and Analysis of

Financial Condition and Results of OperationRisk ManagementInterest Rate Risk Management and Net Portfolio Value Simulation Analysis.

We may be more susceptible to increases in interest rates because of the relatively small amount of adjustable-rate loans currently in our portfolio and

our heavy reliance on core deposits, especially our money market accounts, which reprice frequently.

Under these circumstances,

we are subject to reinvestment risk as we may have to redeploy such loan proceeds into lower-yielding assets, which might also negatively impact our income.

Additionally, if short-term interest rates rise, and if rates on our deposits reprice

upwards faster than the rates on our long-term loans and investments, we would experience compression of our net interest margin, which would have a negative effect on our profitability.

For further discussion of how changes in interest rates could

impact us, see Managements Discussion and Analysis of Financial Condition and Results of OperationRisk ManagementInterest Rate Risk Management and Net Portfolio Value Simulation Analysis.

We may be more susceptible to increases in interest rates because of the relatively small amount of adjustable-rate loans currently in our

portfolio and our heavy reliance on core deposits, especially our money market accounts, which reprice frequently.

At June 30, 2009, $27.4 million, or 22.9% of our total loan portfolio, consisted of adjustable-rate loans.

We attempt to limit our exposure to

rises in interest rates through:

We attempt to limit

our exposure to rises in interest rates through:

offering adjustable-rate one-to-four family residential real estate loans;

an investment in a mutual fund that invests in adjustable-rate mortgage loans;

an increased focus on multi-family and commercial real estate

lending, which emphasizes the origination of shorter-term adjustable-rate loans;

an increased focus on multi-family and

commercial real estate lending, which emphasizes the origination of shorter-term adjustable-rate loans;

and efforts to originate shorter-term fixed-rate loans.

Our inability to successfully originate adjustable-rate multi-family and commercial real estate loans or

shorter-term fixed-rate loans could result in further compression of our net interest margin in a rising interest rate environment, which could hurt our profits.

Our inability to successfully originate adjustable-rate multi-family and commercial real

estate loans or shorter-term fixed-rate loans could result in further compression of our net interest margin in a rising interest rate environment, which could hurt our profits.

Future FDIC Assessments Will Hurt Our Earnings

In May 2009, the FDIC adopted a

final rule imposing a special assessment on all insured institutions due to recent bank and savings association failures.

The emergency assessment amounts to 5 basis points of total assets minus Tier 1 Capital as of June 30, 2009, and will be

collected on September 30, 2009.

The special assessment negatively impacted the Companys earnings and the Companys non-interest expenses increased approximately $75,200 for the year ended June 30, 2009 as compared to the year

ended June 30, 2008 as a result of this special assessment.

In addition, the final rule allows the FDIC to impose additional emergency special assessments of up to 5 basis points per quarter for the third and fourth quarters of 2009 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 assessment imposed by the FDIC will

further hurt the Companys earnings.

Our increased emphasis on multi-family and commercial lending may expose us to increased lending risks.

2008, $13.6 million, or 10.6%, of our loan portfolio consisted of multi-family and commercial real estate loans.

We intend to increase our emphasis on these types of higher-yielding loans to provide us with the opportunity to increase profits.

However, these types of loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential real estate loans because repayment of the loans often depends on the successful operation of the property and the

income stream of borrowers.

At June 30, 2009, $16.6 million, or 13.5%, of our loan portfolio consisted of multi-family and commercial real estate loans.

to increase our emphasis on these types of higher-yielding loans to provide us with the opportunity to increase profits.

However, these types of loans generally expose a lender to greater risk of

non-payment and loss than one- to four-family residential real estate loans because repayment of the loans often depends on the successful operation of the

property and the income stream of borrowers.

Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential real estate loans.

Also, many of our commercial borrowers have more than one

loan outstanding with us.

Consequently,

an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse

development with respect to a one- to four-family residential real estate loan.

Continued losses may have an adverse effect on our stock price.

We had a net loss of $330,000 for the year ended June 30, 2008.

Contributing to the loss was:

(1) an increase in the provision

for loan losses;

(2) an increase in non-interest expenses, primarily due to the branch office we acquired in August 2007;

(3) a compression in our net interest margin due to the current interest rate environment;

and (4) an impairment

loss taken on equity securities.

If and until we are able to return to profitability our stock price may be negatively affected.

non-performing loans expose us to increased lending risks.

Further, our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

At June 30, 2008, our non-performing loans totaled $2.7 million, representing 2.1% of total loans.

If these loans continue to not perform according to their terms and the collateral is insufficient to pay any

remaining loan balance, we may experience loan losses, which could have a material effect on our operating results.

Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be

repaid in their entirety.

We believe that our allowance for loan losses is maintained at a level adequate to absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date.

However, our allowance for loan losses may

not be sufficient to cover actual loan losses, and future provisions for loan losses could materially adversely affect our operating results.

In evaluating the adequacy of our allowance for loan losses, we consider numerous quantitative factors, including our historical charge-off experience, growth of our loan portfolio, changes in the composition of our loan portfolio and the

volume of delinquent and classified loans.

In addition, we use information about specific borrower situations, including their financial position and estimated collateral values, to estimate the risk and amount of loss for those borrowers.

we also consider many qualitative factors, including general and economic business conditions, current general market collateral valuations, trends apparent in any of the factors we take into account and other matters, which are by nature more

subjective and fluid.

Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers abilities to successfully execute their business models through changing economic

environments, competitive challenges and other factors.

Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates.

At June 30, 2008, our allowance for loan losses as a percentage of total loans was 0.57%.

Our regulators, as an integral part of their examination

process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by

recognizing loan charge-offs, net of recoveries.

Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

A downturn in the local economy or a decline in real estate values could hurt our profits.

Nearly all of our real estate loans are secured by real estate in the Baltimore metropolitan area.

As a result of this concentration, a downturn in the

local economy could cause significant increases in non-performing loans, which would hurt our profits.

Additionally, a decrease in asset quality could require additions to our allowance for loan losses through increased provisions for loan losses,

which would hurt our profits.

Also, many of our commercial borrowers

have more than one loan outstanding with us.

Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to

four-family residential real estate loan.

Our level of non-performing loans expose us to increased lending risks.

Further, our allowance for loan

losses may prove to be insufficient to absorb losses in our loan portfolio.

At June 30, 2009, our non-performing loans totaled

$921,000, representing 0.8% of total loans.

If these loans continue to not perform according to their terms and the collateral is insufficient to pay any remaining loan balance, we may experience loan losses, which could have a material effect on

our operating results.

Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be repaid in their entirety.

We believe that our allowance for loan losses is maintained at a level

adequate to absorb probable losses inherent in our loan portfolio as of the corresponding balance sheet date.

However, our allowance for loan losses may not be sufficient to cover actual loan losses, and future provisions for loan losses could

materially adversely affect our operating results.

In evaluating the adequacy of our allowance for loan losses, we consider numerous

quantitative factors, including our historical charge-off experience, growth of our loan portfolio, changes in the composition of our loan portfolio and the volume of delinquent and classified loans.

In addition, we use information about specific

borrower situations, including their financial position and estimated collateral values, to estimate the risk and amount of loss for those borrowers.

Finally, we also consider many qualitative factors, including general and economic business

conditions, current general market collateral valuations, trends apparent in any of the factors we take into account and other matters, which are by nature more subjective and fluid.

Our estimates of the risk of loss and amount of loss on any loan

are complicated by the significant uncertainties surrounding our borrowers abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors.

Because of the degree of

uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates.

At June 30, 2009,

our allowance for loan losses as a percentage of total loans was 0.71%.

Our regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses

by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs, net of recoveries.

Any such additional provisions for loan losses or charge-offs, as required by

these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

A downturn in the local economy

or a decline in real estate values could hurt our profits.

Nearly all of our real estate loans are secured by real estate in the

Baltimore metropolitan area.

As a result of this concentration, a downturn in the local economy could cause significant increases in non-performing loans, which would hurt our profits.

Additionally, a decrease in asset quality could require

additions to our allowance for loan losses through increased provisions for loan losses, which would hurt our profits.

In recent years, there were significant increases in real estate values in our market area.

As a result of rising home prices, our loans have been well collateralized.

However, these real estate values are beginning to

decline, which could cause some of our mortgage loans to become inadequately collateralized, which would expose us to a greater risk of loss.

For a discussion of our market area, see BusinessMarket Area.

Strong competition within our market area could hurt our profits and slow growth.

As a result of rising home prices, our

loans have been well collateralized.

However, these real estate values have begun to decline, which could cause some of our mortgage loans to become inadequately collateralized, which would expose us to a greater risk of loss.

For a discussion of

our market area, see BusinessMarket Area.

Strong competition within our market area could hurt our profits and slow

We face intense competition both in making loans and attracting deposits.

This competition has made

it more difficult for us to make new loans and has occasionally forced us to offer higher deposit rates.

Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net

interest income.

As of June 30, 2007, we held 0.22% of the deposits in the Baltimore-Towson, Maryland Metropolitan Statistical Area, which was the 55 th largest market share of deposits out of the 84 financial institutions in the metropolitan statistical area.

Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer

services that we do not provide.

We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry.

Our profitability depends

upon our continued ability to compete successfully in our market area.

For more information about our market area and the competition we face, see BusinessMarket Area and BusinessCompetition.

This competition has made it more difficult for us to

make new loans and has occasionally forced us to offer higher deposit rates.

competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which reduces net interest income.

June 30, 2008, we held 0.29% of the deposits in the Baltimore-Towson, Maryland Metropolitan Statistical Area, which was the 41 st largest market share of deposits out of the 78 financial institutions in the metropolitan statistical area.

institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide.

We expect competition to increase in the future as a result of legislative, regulatory and

technological changes and the continuing trend of consolidation in the financial services industry.

Our profitability depends upon our continued ability to compete successfully in our market area.

For more information about our market area and the

competition we face, see BusinessMarket Area and BusinessCompetition.

Proposed regulatory reform may

have a material impact on our operations.

On June 17, 2009, President Obama published a comprehensive regulatory reform plan

intended to modernize and protect the integrity of the United States financial system.

The Presidents plan contains several elements that would have a direct effect on Bay-Vanguard, M.H.C., BV Financial and Bay-Vanguard Federal.

reform plan, the federal thrift charter and the Office of Thrift Supervision would be eliminated and all companies that control an insured depository institution must register as a bank holding company.

Although the reform plan does not specify how

existing federal thrifts, such as Bay-Vanguard Federal, would be treated, we expect that if the federal thrift charter is eliminated Bay-Vanguard Federal could become a national bank or adopt a state charter.

Registration as a bank holding company

would represent a significant change, as there currently exist significant differences between savings and loan holding company and bank holding company supervision and regulation.

For example, the Federal Reserve imposes leverage and risk-based

capital requirements on bank holding companies whereas the Office of Thrift Supervision does not impose any capital requirements on savings and loan holding companies.

Further, a change in the bank regulatory structure could result in a change in

the way that mutual holding companies are regulated.

The reform plan also proposes the creation of a new federal agency, the Consumer Financial Protection Agency, that would be dedicated to protecting consumers in the financial products and services

The creation of this agency could result in new regulatory requirements and raise the cost of regulatory compliance.

In addition, legislation stemming from the reform plan could require changes in regulatory capital requirements, loan loss

provisioning practices, and compensation practices.

If implemented, the foregoing regulatory reforms may have a material impact on our operations.

However, because the legislation needed to implement the Presidents reform plan has not been

introduced, and because the final legislation may differ significantly from the reform plan proposed by the President, we cannot determine the specific impact of regulatory reform at this time.

Our mutual holding company structure limits our ability to raise additional equity capital.

Our mutual holding company structure limits our ability to raise additional equity capital without undertaking a second-step conversion transaction

because we cannot issue stock in an amount that would cause Bay-Vanguard, M.H.C.

to own less than a majority of our outstanding shares.

Currently, Bay-Vanguard, M.H.C.

owns approximately 61% of our outstanding shares.

In addition, any

stock issuance by us must be approved by the Office of Thrift Supervision and must be structured in a manner similar to a mutual to stock conversion, including the stock purchase priorities accorded to members of the mutual holding company, unless

otherwise approved by the Office of Thrift Supervision.

These requirements limit our ability to control the timing and structure of a stock offering.

We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

Bay-Vanguard Federal is subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, its chartering authority, and by

the Federal Deposit Insurance Corporation, as insurer of its deposits.

Both Bay-Vanguard, M.H.C.

Bay-Vanguard Federal is subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, its chartering authority, and by the Federal Deposit Insurance Corporation, as insurer of its deposits.

Bay-Vanguard, M.H.C.

and BV Financial are subject to regulation and supervision by the Office of Thrift Supervision.

Such regulation and supervision govern the activities in

which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and for the depositors and borrowers of Bay-Vanguard Federal.

The regulation and supervision by the Office of Thrift

Supervision and the Federal Deposit Insurance Corporation are not intended to protect the interests of investors in BV Financial common stock.

Regulatory authorities have extensive discretion in their supervisory and enforcement activities,

including the imposition of restrictions on our operations, the classification of our assets, increases in Federal Deposit Insurance Corporation premiums and determination of the level of our allowance for loan losses.

Any change in such regulation

and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Bay-Vanguard, M.H.C.s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of shareholders, and will prevent shareholders from forcing a sale or a second-step conversion

transaction you may find advantageous.

Such regulation and supervision govern the activities in which an institution and its holding company may engage, and are intended

primarily for the protection of the insurance fund and for the depositors and borrowers of Bay-Vanguard Federal.

The regulation and supervision by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation are not intended to

protect the interests of investors in BV Financial common

Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our

operations, the classification of our assets, increases in Federal Deposit Insurance Corporation premiums and determination of the level of our allowance for loan losses.

Any change in such regulation and oversight, whether in the form of regulatory

policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Bay-Vanguard, M.H.C.s majority control of

our common stock will enable it to exercise voting control over most matters put to a vote of shareholders, and will prevent shareholders from forcing a sale or a second-step conversion transaction you may find advantageous.

Bay-Vanguard, M.H.C.

owns a majority of BV Financials common stock and, through its board

of directors, will be able to exercise voting control over most matters put to a vote of shareholders.

owns a majority of BV Financials common stock and, through its board of directors, will be able to exercise voting control

over most matters put to a vote of shareholders.

The same directors and officers who manage BV Financial and Bay-Vanguard Federal also manage Bay-Vanguard, M.H.C.

As a federally chartered mutual

holding company, the board of directors of Bay-Vanguard, M.H.C.

As a federally chartered mutual holding company, the board of directors of

Bay-Vanguard, M.H.C.

must ensure that the interests of depositors of Bay-Vanguard Federal are represented and considered in matters put to a vote of shareholders of BV Financial.

Therefore, the votes cast

by Bay-Vanguard, M.H.C.

may not be in your personal best interests as a shareholder.

Therefore, the votes cast by Bay-Vanguard, M.H.C.

may not be in your

personal best interests as a shareholder.

For example, Bay-Vanguard, M.H.C.

may exercise its voting control to defeat a shareholder nominee for election to the board of directors of BV Financial.

addition, shareholders will not be able to force a merger or second-step conversion transaction without the consent of Bay-Vanguard, M.H.C.

Some shareholders may desire a sale or merger transaction, because shareholders typically receive a premium

for their shares, or a second-step conversion transaction, because fully converted institutions tend to trade at higher multiples than mutual holding companies.

The Office of Thrift Supervision policy on remutualization transactions could prohibit the acquisition of BV

Financial, which may adversely affect our stock price.

Current Office of Thrift Supervision regulations permit a mutual holding

company to be acquired by a mutual institution in a remutualization transaction.

However, the Office of Thrift Supervision has issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning

disparate treatment of minority shareholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity.

Under certain circumstances, the Office of Thrift Supervision intends to

give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervisions concerns are not warranted in the

particular case.

Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our per share stock price may be adversely affected.

In addition, Office of Thrift Supervision regulations prohibit, for three

years following completion of the offering, the acquisition of more than 10% of any class of equity security issued by us without the prior approval of the Office of Thrift Supervision.

In addition, shareholders will not be able to force a

merger or second-step conversion transaction without the consent of Bay-Vanguard, M.H.C.

Some shareholders may desire a sale or merger transaction, because shareholders typically receive a premium for their shares, or a second-step conversion

transaction, because fully converted institutions tend to trade at higher multiples than mutual holding companies.

The Office of Thrift Supervision

policy on remutualization transactions could prohibit the acquisition of BV Financial, which may adversely affect our stock price.

Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction.

However, the Office of Thrift Supervision has issued a policy statement indicating

that it views remutualization transactions as raising significant issues concerning disparate treatment of minority shareholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring

Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate

that the Office of Thrift Supervisions concerns are not warranted in the particular case.

Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our per share stock price may be adversely

In addition, Office of Thrift Supervision regulations prohibit, for three years following completion of the offering, the acquisition of more than 10% of any class of equity security issued by us without the prior approval of the Office of

Thrift Supervision.

UNRESOLVED STAFF COMMENTS

1 unchanged sentence

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What changed 10-K

Item 1A. Risk Factors