William Penn Bancorp 10-Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________________________

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended December 31, 2008

OR

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

For the transition period from _________ to _________

Commission File Number 0-53172

WILLIAM PENN BANCORP, INC.

(Exact name of registrant as specified in its charter)

United States	37-1562563
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8150 Route 13, Levittown, Pennsylvania	19057
(Address of principal executive offices)	(Zip Code)

(215) 945-1200

(Registrant’s telephone number, including area code)

Not applicable

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

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

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

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

As of February 13, 2009, there were 3,641,018 shares of the issuer’s common stock outstanding.

WILLIAM PENN BANCORP, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
Consolidated Balance Sheets (Unaudited) as of December 31, 2008 and June 30, 2008		3
Consolidated Statements of Operations - (Unaudited) for the three and six months ended December 31, 2008 and 2007		4
Consolidated Statements of Cash Flows - (Unaudited) for the six months ended December 31, 2008 and 2007		5
Notes to Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4T.	Controls and Procedures	18
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	19
Item 6.	Exhibits	19
Signatures		20

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

William Penn Bancorp, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

	December 31,			June 30,
	2008			2008
		(Unaudited)
ASSETS
Cash and due from banks	$	10,046		$	7,233
Interest bearing time deposits		4,649			5,137
Securities available for sale		8			5
Securities held to maturity, fair value of $55,014 and $63,646		55,067			63,013
Loans receivable, net of allowance for loan losses		218,539			197,025
$1,966 and $1,910 respectively
Premises and equipment, net		1,893			1,805
Federal Home Loan Bank stock, at cost		4,933			4,058
Deferred income taxes		2,050			2,110
Accrued interest receivable and other assets		1,993			1,747
TOTAL ASSETS	$	299,178		$	282,133
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing	$	1,204		$	1,268
Interest bearing		159,265			159,826
Total deposits		160,469			161,094
Advances from Federal Home Loan Bank		89,000			72,000
Advances from borrowers for taxes and insurance		1,501			2,081
Accrued interest payable and other liabilities		2,596			2,811
TOTAL LIABILITIES		253,566			237,986
Commitments and Contingencies		—			—
STOCKHOLDERS' EQUITY
Preferred stock, no par value,1,000,000 shares authorized;		—			—
no shares issued
Common Stock,$.10 par value, 49,000,000 shares authorized;
3,641,018 shares issued and outstanding		364			364
Additional Paid-in Capital		9,767			9,751
Unallocated common stock held by the
Employee Stock Ownership Plan ("ESOP")		(786	)		(830	)
Retained earnings		36,267			34,862
TOTAL STOCKHOLDERS' EQUITY		45,612			44,147
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	299,178		$	282,133

See accompanying notes to the unaudited consolidated financial statements.

3

William Penn Bancorp, Inc

Consolidated Statements of Income

(Dollars in thousands, except share and per share data)

	Three months ended					Six months ended
	December 31,					December 31,
	2008		2007			2008		2007
	(Unaudited)					(Unaudited)
INTEREST INCOME
Loans receivable, including fees	$	3,341	$	2,998		$	6,554	$	5,993
Taxable Securities		695		839			1,469		1,678
Other		85		213			196		461
Total Interest Income		4,121		4,050			8,219		8,132
INTEREST EXPENSE
Deposits		1,171		1,651			2,390		3,321
FHLB Advances		969		972			1,850		1,982
Total Interest Expense		2,140		2,623			4,240		5,303
Net Interest Income		1,981		1,427			3,979		2,829
Provision For Loan Losses		62		—			62		20
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		1,919		1,427			3,917		2,809
OTHER INCOME
Service fees		39		39			68		65
Other		32		34			69		67
Total Other Income		71		73			137		132
OTHER EXPENSES
Salaries and employee benefits		555		496			1,091		953
Occupancy and equipment		162		168			312		320
FHLB Prepayment penalty		—		1,524			—		1,524
Other		262		131			544		270
Total Other Expenses		979		2,319			1,947		3,067
Income (loss) before Income Taxes		1,011		(819	)		2,107		(126	)
Income Tax Expenses (Benefit)		336		(290	)		702		(55	)
NET INCOME (LOSS)	$	675	$	(529	)	$	1,405	$	(71	)
Basic and diluted earnings per share (Note 5)	$	0.19			N/A	$	0.39			N/A

See accompanying notes to the unaudited consolidated financial statements.

4

William Penn Bancorp, Inc

Consolidated Statements of Cash Flows

(Dollars in thousands, except share and per share data)

	Six months ended
	December 31,
	2008			2007
	(Unaudited)
Cash Flows from Operating Activities
Net income(loss)	$	1,405		$	(71	)
Adjustments to reconcile net income(loss) to net cash provided by
(used in) operating activities:
Provision for loan losses		62			20
Provision for depreciation		80			81
Net accretion of securities premiums and discounts		(67	)		(120	)
Compensation expense on ESOP		60			—
Deferred income taxes		60			—
Proceeds from sale of loans		—			200
Decrease (Increase) in accrued interest receivable and other assets		173			(455	)
Decrease in accrued interest payable and other liabilities		(633	)		(363	)
Net Cash Provided by (Used in) Operating Activities		1,140			(708	)
Cash Flows from Investing Activities
Securities available for sale:
Purchases		(4	)		(95	)
Proceeds from sales of securities		—			108
Securities held to maturity:
Purchases		(7,592	)		(6,002	)
Maturities, calls and principal pay downs		15,605			8,523
Net increase in loans receivable		(21,576	)		(3,573	)
Interest bearing time deposits
Purchases		(397	)		—
Maturities and principal pay downs		885			592
Federal Home Loan Bank Stock
Purchases		(955	)		(218	)
Repurchase		80			15
Purchases of premises and equipment		(168	)		—
Net Cash Used in Investing Activities		(14,122	)		(650	)
Cash Flows from Financing Activities
Net increase (decrease) in deposits		(625	)		1,146
Proceeds from advances from Federal Home Loan Bank		21,000			55,000
Repayment of advances from Federal Home Loan Bank		(4,000	)		(55,000	)
Decrease in advances from borrowers for taxes and
insurance		(580	)		(605	)
Net Cash Provided by Financing
Activities		15,795			541
Net Increase (Decrease) in Cash and Cash Equivalents		2,813			(817	)
Cash and Cash Equivalents-Beginning		7,233			14,229
Cash and Cash Equivalents-Ending	$	10,046		$	13,412
Supplementary Cash Flows Information
Interest paid	$	4,182		$	5,423
Income taxes paid	$	850		$	240

See accompanying notes to the unaudited consolidated financial statements.

5

WILLIAM PENN BANK, FSB

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 - William Penn Bancorp, Inc.

The registrant, William Penn Bancorp, Inc. (the “Company”) is a federally chartered corporation formed for the purpose of becoming the mid-tier holding company for William Penn Bank, FSB (the “Bank”) in connection with its mutual holding company reorganization.

On April 15, 2008, the Bank completed the reorganization and became a wholly owned subsidiary of the Company. As part of the transaction, the Company sold 1,025,283 shares of its common stock, $.10 par value, to the public at $10.00 per share (including 87,384 shares purchased by the Bank’s Employee Stock Ownership Plan with funds borrowed from the Company) and issued 2,548,713 shares to William Penn, MHC. In addition, the Company contributed 67,022 shares to the William Penn Bank Community Foundation. Prior to consummation of the reorganization, the Company had no assets or liabilities. Accordingly, the Company's financial statements consist of those of the Bank for periods prior to April 15, 2008.

Note 2 - Nature of Operations

The consolidated financial statements include the accounts of William Penn Bancorp, Inc. (the “Company”), and its wholly owned subsidiary, William Penn Bank, FSB (the “Bank”), and the Bank’s wholly owned subsidiary, WPSLA Investment Corporation. The primary purpose of the Company is to act as the holding company for the Bank. The Company is subject to regulation and supervision by the Office of Thrift Supervision (the “OTS”). William Penn Bank, FSB (the Bank) is a federally chartered savings bank. The Bank's primary business consists of the taking of deposits and granting of mortgage loans to the customers generally in the Bucks County, Pennsylvania area. The Bank is supervised and regulated by the Office of Thrift Supervision. The investment in subsidiary on the parent company’s financial statements is carried at the parent company’s equity in the underlying net assets.

Note 3 – Basis of Consolidated Financial Statement Presentation

The consolidated financial statements include the accounts of the Bank and its wholly-owned subsidiary, WPSLA Investment Corporation. WPSLA Investment Corporation was incorporated under Delaware law to hold securities for the Bank. All intercompany transactions and balances have been eliminated in

consolidation.

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with generally accepted accounting principles (“GAAP”). However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the six months ended December 31, 2008, are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period.

The data in the consolidated balance sheet for June 30, 2008 was derived from the Bank’s audited consolidated financial statements. That data, along with the interim financial information presented in the consolidated balance sheets, statements of operations and statements of cash flows should be read in conjunction with the 2008 consolidated financial statements of William Penn Bancorp, Inc. including the

6

notes thereto included in the Annual Report Form 10K for the year ended June 30, 2008. William Penn Bancorp, Inc. is a “smaller reporting company” as defined by Item 10 of Regulation S-K and the financial statements were prepared in accordance with instructions applicable for such companies.

Note 4 - Comprehensive Income (Loss)

The components of comprehensive income consist of unrealized gains and losses on available for sale securities and the change in minimum pension liability. Comprehensive Income (Loss) for the three months ended December 31, 2008 and 2007 were $$675,000 and ($529,000), respectively. Comprehensive Income (Loss) for the six months ended December 31, 2008 and 2007 were $1.4 million and ($71,000), respectively.

Note 5 – Earnings Per Share

There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, the net income of $1.4 million as presented on the Consolidated Statements of Income (unaudited), will be used as the numerator. There was no prior period Earnings Per Share due to reorganization in April 2008.

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.

	Three months ended			Six months ended
Earnings Per Share	December 31, 2008			December 31, 2008
Weighted-average common shares outstanding		3,641,018			3,641,018
Average unearned ESOP shares		(79,398	)		(80,495	)
Weighted-avearge common shares and common stock
equivalents used to calculate basic and diluted earnings per share		3,561,620			3,560,523
Net Income	$	675,126		$	1,404,787
Basic & diluted earnings/share	$	0.19		$	0.39

Note 7 – Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standard Board (“FASB”) issued statement of Financial Accounting Standards (“FAS”) No. 157, Fair Value Measurements, which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB issued Staff Position No. 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13, which removed leasing transactions accounted for under FAS No. 13 and related guidance from the scope of FAS No. 157. Also in February 2008, the FASB issued Staff Position No.157-2, Partial Deferral of the Effective Date of

7

Statement 157, which deferred the effective date of FAS No. 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The company adopted FAS 157 on July 1, 2008, which did not have a material impact to the financial statements.

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No.51. FAS No. 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest.  It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.   FAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations.

In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is not active. This FSP clarifies the application of FAS Statement No. 157, Fair Value Measurements, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. This FSP shall be effective upon issuance, including prior periods for which financial statements have not been issued. Revisions resulting from a change in the valuation technique or its application shall be accounted for as a change in accounting estimate (FAS Statement No. 154, Accounting Changes and Error Corrections. The disclosure provisions of Statement 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation technique or its application.The Company is currently evaluating the impact the adoption of the FSP will have on the Company’s results of operations.

In December 2008, the FASB issued FASB Staff Position (FSP) No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets. This FSP amends FASB Statement No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to improve an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. The disclosures about plan assets required by the FSP are to be provided for fiscal years ending after December 15, 2009. The Company is currently evaluating the impact the adoption of the FSP will have on the Company’s results of operations

FAIR VALUE MEASUREMENTS (FAS NO. 157)

Effective July 1, 2008, the Company adopted FAS No. 157, which, among other things, requires enhanced disclosures about assets and liabilities carried at fair value. FAS No. 157 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by FAS No. 157 hierarchy are as follows:

Level I:	Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
Level II:	Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

8

Level III: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The following table presents the assets reported on the consolidated statements of financial condition at their fair value as of December 31, 2008 by level within the fair value hierarchy. No liabilities are carried at fair value. As required by FAS No. 157, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	December 31, 2008
	LevelI		LevelII		LevelIII		Total
	(in thousands)
Assets:
Securities available for sale	$	8	$	-	$	-	$	8

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Throughout this Form 10-Q, the terms “we”, “us” or “our” refer to William Penn Bancorp, Inc. or William Penn Bank, FSB, or both, as the context indicates. We also refer to William Penn Bank, FSB as “the Bank” and to William Penn Bancorp, Inc. as “the Registrant” or “the Company.”

Forward-Looking Statements

This Form 10-Q contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include:

• statements of our goals, intentions and expectations;

• statements regarding our business plans, prospects, growth and operating strategies;

• statements regarding the quality of our loan and investment portfolios; and

• estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

• general economic conditions, either nationally or in our market area, that are worse than expected;

• changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;

9

• our ability to enter into new markets and/or expand product offerings successfully and take advantage of growth opportunities;

• increased competitive pressures among financial services companies;

• changes in consumer spending, borrowing and savings habits;

• legislative or regulatory changes that adversely affect our business;

• adverse changes in the securities markets;

• our ability to successfully manage our growth; and

• changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

Any of the forward-looking statements that we make in this Form 10-Q and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

Overview

This discussion and analysis reflects the Company’s consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations. You should read the information in this section in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes thereto included in this Form 10-Q.

Our primary business is attracting retail deposits from the general public and using those deposits, together with funds generated from operations, principal repayments on securities and loans, and borrowed funds, for our lending and investing activities. Our results of operations depend mainly on our net interest income, which is the difference between the interest income earned on our loan and investment portfolios and interest expense paid on our deposits and borrowed funds. Net interest income is a function of the average balances of loans and investments versus deposits and borrowed funds outstanding in any one period and the yields earned on those loans and investments and the cost of those deposits and borrowed funds.

Anticipated Increase in Operating Expenses

We expect that noninterest expense will be higher going forward as a result of the accounting, legal and various other additional noninterest expenses associated with operating as a public company, particularly as a result of the requirements of the Sarbanes-Oxley Act of 2002. We have begun to incur additional public company expenses such as periodic reporting, annual meetings, retention of a transfer agent and professional fees.

Furthermore, noninterest expense in the future will be impacted by our plan to expand our branch network; we currently intend to open some new offices over approximately the next five years. We also expect higher compensation and benefits expenses going forward as the result of our plans to expand the size of our lending department plus hire additional branch personnel and management staff.

10

Critical Accounting Policies

Our accounting policies are integral to understanding the results reported and our significant policies are described in Note 2 to our consolidated financial statements included in the William Penn Bancorp, Inc. 2008 Annual Report on Form 10-K. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation allowance for deferred tax assets and other-than-temporary impairment of securities.

Allowance for Loan Losses. The allowance for loan losses is maintained by management at a level which represents their evaluation of known and inherent losses in the loan portfolio at the consolidated balance sheet date that are both probable and reasonable to estimate. Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience, known and inherent losses in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

The allowance consists of specific and general components. The specific component relates to loans that are classified as doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors.

Although specific and general loan loss allowances are established in accordance with management’s best estimate, actual losses are dependent upon future events and, as such, further provisions for loan losses may be necessary. For example, our evaluation of the allowance includes consideration of current economic conditions, and a change in economic conditions could reduce the ability of our borrowers to make timely repayments of their loans. This could result in increased delinquencies and increased non-performing loans, and thus a need to make increased provisions to the allowance for loan losses, which would require us to record a charge against income during the period the provision is made, resulting in a reduction of our earnings. A change in economic conditions could also adversely affect the value of the properties collateralizing our real estate loans, resulting in increased charge-offs against the allowance and reduced recoveries of loans previously charged-off, and thus a need to make increased provisions to the allowance for loan losses. Furthermore, a change in the composition of our loan portfolio or growth of our loan portfolio could result in the need for additional provisions.

Deferred Income Taxes. We use the asset and liability method of 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. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. We consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as

11

regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amount of taxes recoverable through loss carryback declines, or if we project lower levels of future taxable income. Such a valuation allowance would be established through a charge to income tax expense which would adversely affect our operating results.

Other-than-Temporary Investment Security Impairment. Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

Comparison of Financial Condition at December 31, 2008 and June 30, 2007

Our total assets were $299.2 million at December 31, 2008, representing a $17.1 million increase over $282.1 million at June 30, 2008, primarily due to a $21.5 million increase in net loans receivable to $218.5 million at December 31, 2008 from $197.0 million at June 30, 2008. This increase in the loan portfolio was offset by a decrease in securities held to maturity by 8.0 million to $55.0 million at December 31, 2008 from $63.0 million at June 30, 2008. There was an increase in cash and due from banks of $2.8 million to $10.0 million at December 31, 2008 from $7.2 million at June 30, 2008.

Deposits declined by $625,000 to $160.5 million at December 31, 2008 from $161.1 million at June 2008 and our advances from borrowers for taxes and insurances went down by $580,000 due to the payment of real estate taxes. Advances from FHLB increased by $17.0 million to $89.0 million at December 31, 2008, from $72.0 million at June 30, 2008. The proceeds were primarily used to fund our loan portfolio.

Stockholders’ equity grew by $1.5 million to $45.6 million at December 31, 2008, from $44.1 million at June 30, 2008. The increase was primarily the result of the Bank’s net income of $1.4 million for the six months ended December 31, 2008.

Comparison of Operating Results for the Three and Six Months Ended December 31, 2008 and 2007

General.Net income for the three months ended December 31, 2008 was $675,000 ($0.19 per share) compared to a net loss of $529,000 for the three months ended December 31, 2007. Net income for the six months ended December 31, 2008 was $1.4 million ($0.39 per share) compared to a net loss of $71,000 for the six months ended December 31, 2007. The net loss for the 2007 period was primarily due to prepayment penalty for refinancing FHLB advances.

Interest Income.Total interest income remained at $4.1 million for both three month periods ending December 31, 2008, and 2007. Interest income on loans receivable went up by $343,000 to $3.3 million for the three months ended December 31, 2008 compared to $3.1 million for the same period in 2007 due to an increase in loan volume, it went up from an average balance of $183.4 million to $215.8 million at December 31, 2007 and 2008, respectively, which more than offsets a decrease in interest income from securities and other interest-earning assets. Interest income on securities and other interest-

12

bearing assets declined $272,000 to $780,000 compared to $1.1 million in the prior year period due to lower rates and volume.

Interest income increased only slightly to $8.2 million from $8.1 million for the six month periods ending December 31, 2008, and 2007. Interest income on loans receivable went up by $561,000 to $6.6 million at December 31, 2008 compared to $6.0 million for the same period in 2007, which more than offsets the decrease in interest income from securities and other interest-earning assets. Interest income on securities and other interest-bearing assets declined $474,000 to $1.7 million compared to $2.1 million in the prior year period. This was due to the shift of some funds from our investment portfolio to loans and declining interest rate environment.

Interest Expense.Total interest expense decreased $483,000 to $2.1 million for the three months ended December 31, 2008 as compared to $2.6 million for the same period in 2007. The decrease resulted primarily from a decrease in interest expense on deposits to $1.2 million from $1.7 million in the prior year period due to the current interest rate environment. Although it has been the Bank’s practice consistently to offer deposit rates toward the high end of current market ranges, the dramatic decrease in the ratios has resulted in a decrease in interest expense. Interest expense on borrowings for three month periods was $969,000 compared to $972,000 at December 31, 2008 and 2007 respectively.

For six month periods total interest expense decreased $1.1 million to $4.2 million at December 31, 2008 from $5.3 million at December 31, 2007. The decrease resulted primarily from a decrease in interest expense on deposits to $2.4 million from $3.3 million in the prior year period due to the current interest rate environment. Interest expense on FHLB advances decreased only slightly to $1.9 million from $2.0 million for the six months ended December 31, 2008 and 2007, respectively.Although the average balance went up the decline in interest expense was attributable to a decline in average cost of FHLB advances by 108 basis points.

Net Interest Income. For the three months ended December 31, 2008, the Bank’s interest rate spread and net interest margin were 2.17% and 2.72%, respectively, compared to 1.54% and 2.16%, respectively, for the three months ended December 31, 2007. The improvement in spread and margin for the three months ended December 31, 2008 was attributable to a decline of 109 basis points in the average cost of interest-bearing liabilities which offset a 47 basis point decline in yields on interest-earning assets. Average interest-earning assets rose to $290.8 million from $264.0 million, for the three months ended December 31, 2008 and 2007 respectively. Average interest-bearing liabilities were $244.8 million and $228.5 million for the three months ended December 31, 2008 and 2007, respectively.

Our net interest margin for the six months ended December 31, 2008 was 2.21% compared to 1.51% for the same period in 2007. The net interest rate spread increased to 2.78% for 2008 from 2.14% for 2007. The improvement in interest spread and margin for six months ended December 31, 2008 was attributable to a decline of 111 basis points in the average cost of interest bearing liabilities which offset a 41 basis point decline in yield on average interest earning assets. Average interest bearing liabilities were $240.6 million and $228.5 million at December 31, 2008, and 2007 respectively. The average earning assets were $286.6 million and $264.3 million at December 31, 2008, and 2007, respectively.

Provision for Loan Losses.We charge to operations provisions for loan losses at a level required to reflect credit losses in the loan portfolio that are both probable and reasonable to estimate. Management, in determining the allowance for loan losses, considers the losses inherent in the loan portfolio and changes in the nature and volume of our loan activities, along with general economic and real estate market conditions. We utilize a two-tier approach: (1) identification of impaired loans and establishment of specific loss allowances on such loans; and (2) establishment of general valuation allowances on the remainder of our loan portfolio. We establish a specific loan loss allowance for an

13

impaired loan based on delinquency status, size of loan, type of collateral and/or appraisal of the underlying collateral and financial condition of the borrower. We base general loan loss allowances upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions, industry trends and management’s judgment.

There was provision for loan losses of $62,000 made during the six months ended December 31, 2008 compared to $20,000 in the six months ended December 31, 2007. The allowance as a percentage of total loans was 0.89% at December 31, 2008 as compared to 0.97% at June 30, 2008. There was a provision for loan losses of $62,000 made during the three months ended December 31, 2008 as compared to $0 for the same period ended December 31, 2007 due to bad economic conditions. Management believes that the allowance for loan and lease losses is sufficient given the status of the loan portfolio at this time.

Non Interest Income. Other income was $71,000 for the three months ended December 31, 2008 compared to $73,000 for the same period in 2007. Other income for the six months ended was $137,000 compared to $132,000 at December 31, 2008, and December 31, 2007 respectively. Traditionally, other income has not been a significant part of our operations as we have not in the past focused on fee generation. We hold the bulk of our securities portfolio as held to maturity so gains or losses on the sales of securities is not expected to be a large item in non interest income. We have no current plans to seek additional fee income generation through the offering of complementary services or acquisition of fee-producing subsidiaries such as title insurance or third-party securities sales.

Non Interest Expenses. Other expense was $979,000 compared to $2.3 million for three months ended December 31, 2008 and 2007 respectively. Other expenses were $1.9 million compared to $3.1 million for the six months ended December 31, 2008 and 2007, respectively. There was a significant increase in other expenses of $1.5 million in 2007 due to prepayment penalty for refinancing FHLB advances. Without the penalty expense, total other expenses would have been $ 795,000 and $1.5 million for three and six months ended 2007. The increase in other expenses was primarily due to $106,000 increase in legal fees in connection with becoming a public company and the increase in salaries and employee benefits is a result of normal salary increases, combined with the increased cost of maintaining employee benefits, including the implementation of the Bank’s employee stock ownership plan.

The Company anticipates a significant increase in the cost of federal deposit insurance from current levels of five to seven basis points. The FDIC has increased the assessment rate for the most highly rated institutions to between 12 and 14 basis points for the first quarter of 2009 and has proposed to increase the assessment rate to between 10 and 14 basis points thereafter. Assessment rates could be further increased if an institution’s FHLB advances exceed 15% of deposits.

In addition, the Bank is participating in the Transaction Account Guarantee and Debt Guarantee Programs under the FDIC’s Temporary Liquidity Guarantee Program. The Transaction Account Guarantee Program provides unlimited insurance coverage for non-interest-bearing transaction accounts. Under this program, the Bank will be assessed at the rate of 10 basis points for transaction account balances in excess of the $250,000 insurance limit. Under the Debt Guarantee Program, the FDIC fully guarantees senior unsecured debt of a bank or its holding company for which the institution is assessed at the rate of 75 basis points of the amount of debt issued.

14

The following table sets forth certain information with respect to the Bank’s interest-earning assets and interest-bearing liabilities for the three and six months ended December 31, 2008 and 2007. The average yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from month end balances. Management does not believe that the use of month end balances rather than daily balances has caused any material differences in the information presented.

					For Three Months Ended December 31,										For Six Months Ended December 31,
				2008					2007					2008					2007
		Average			Average		Average			Average		Average			Average		Average			Average
		Balance		Interest	Yield/Cost		Balance		Interest	Yield/Cost		Balance		Interest	Yield/Cost		Balance		Interest	Yield/Cost
Interest -earning assets:
Net loans receivable (1) (2)	$	215,822	$	3,341	6.19%	$	183,419	$	2,998	6.54%	$	210,945	$	6,554	6.21%	$	182,673	$	5,993	6.56%
Securities		54,515		695	5.10%		60,119		839	5.58%		57,162		1,469	5.14%		61,753		1,678	5.43%
Other interest earning assets		20,488		85	1.66%		20,422		213	4.17%		18,469		196	2.12%		19,839		461	4.65%
Total interest earning assets		290,825		4,121	5.67%		263,960		4,050	6.14%		286,576		8,219	5.74%		264,265		8,132	6.15%
Non-interest earning assets		4,421					4,574					4,412					4,441
Total Assets		295,246					268,534					290,988					268,706
Interest -bearing liabilities:
NOW accounts		12,935		34	1.05%		12,380		47	1.52%		12,939		68	1.05%		12,524		93	1.49%
Money Market Accounts		37,804		220	2.33%		38,334		396	4.13%		37,919		451	2.38%		38,245		796	4.16%
Savings and Club accounts		12,884		49	1.52%		13,279		102	3.07%		13,225		100	1.51%		13,409		201	3.00%
Certificates of deposit		94,439		868	3.68%		93,475		1,106	4.73%		94,191		1,771	3.76%		93,367		2,231	4.78%
Total Deposits		158,062		1,171	2.96%		157,468		1,651	4.19%		158,274		2,390	3.02%		157,545		3,321	4.22%
Federal Home Loan Bank Advances		86,750		969	4.47%		71,000		972	5.48%		82,286		1,850	4.50%		71,000		1,982	5.58%
Total interest-bearing liabilities		244,812		2,140	3.50%		228,468		2,623	4.59%		240,560		4,240	3.53%		228,545		5,303	4.64%
Non interest bearing deposits		1,325					1,743					1,345					1,640
Non interest bearing liabilities		3,916					3,886					4,358					4,214
Total Liabilities		250,053					234,097					246,263					234,399
Stockholders equity		45,193					34,437					44,725					34,307
Total Liabilities and Stockholders Equity	$	295,246				$	268,534				$	290,988				$	268,706
Net interest income			$	1,981				$	1,427				$	3,979				$	2,829
interest rate spread					2.17%					1.54%					2.21%					1.51%
Net yield on interest -earning assets					2.72%					2.16%					2.78%					2.14%
Ratio of average interest -earning assets to		118.80%					115.53%					119.13%					115.63%

15

Provision for Income Taxes. For the three and six months ended December 31, 2008 income tax expense was $336,000 and $702,000, respectively. The Company’s effective tax rates for the three and six months ended December 31, 2008 and 2007 were 33.2% and 33.3% respectively. For the three and six months ended December 31, 2007 there was an income tax benefit of $290,000 and $55,000. The benefit for the 2007 period was the result of the net loss for those periods caused by the FHLB prepayment penalty.

Liquidity, Commitments and Capital Resources

The Company must be capable of meeting its customer obligations at all times. Potential liquidity demands include funding loan commitments, cash withdrawals from deposit accounts and other funding needs as they present themselves. Accordingly, liquidity is measured by our ability to have sufficient cash reserves on hand, at a reasonable cost and/or with minimum losses.

The Asset and Liability Management Committee and the Board of Directors set limits and controls to guide senior management’s monitoring of our overall liquidity position and risk. The Board of Directors and its Committee, along with senior management, are responsible for ensuring that our liquidity needs are being met on both a daily and long term basis.

Our approach to managing day-to-day liquidity is measured through our daily calculation of investable funds and/or borrowing needs to ensure adequate liquidity. In addition, we constantly evaluate our short-term and long-term liquidity risk and strategy based on current market conditions, outside investment and/or borrowing opportunities, short and long-term economic trends, and anticipated short and long-term liquidity requirements. The Company’s loan and deposit rates may be adjusted as another means of managing short and long-term liquidity needs. We do not at present participate in derivatives or other types of hedging instruments to meet liquidity demands.

At December 31, 2008, the total approved loan origination commitments outstanding amounted to $8.6 million. At that date, construction loans in process were $8.7 million. Certificates of deposit scheduled to mature in one year or less at December 31, 2008, totaled $61.4 million. Based on the competitive rates and on historical experience, management believes that a significant portion of maturing deposits will remain with the Company. At December 31, 2008, we had an unused borrowing capacity of $97.7 million from the Federal Home Loan Bank of Pittsburgh which we may use as a funding source to meet commitments and for liquidity purposes.

Regulatory Capital Compliance

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards. As of December 31, 2008, the Bank exceeded all applicable regulatory capital requirements and was well capitalized. As of December 31, 2008, our regulatory capital amounts and ratios were as follows:

	Actual
	Amount		Ratio
	(Dollars in thousands)
Total risk-based capital	$	43,086		24.68%
Core Capital (to risk-weighted assets)	$	41,568		23.81%
Core Capital (adjusted total assets)	$	41,568		13.91%
Tangible Capital (to adjusted total assets)	$	41,568		13.91%

16

Due to our strong capital position we elected not to participate in the TARP capital purchase program.

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance-sheet risk in the normal course of our business of investing in loans and securities as well as in the normal course of maintaining and improving the Company’s facilities. These financial instruments include significant purchase commitments, such as commitments related to capital expenditure plans and commitments to purchase investment securities or mortgage-backed securities, and commitments to extend credit to meet the financing needs of our customers. At December 31, 2008, we had no significant off-balance sheet commitments other than commitments to extend credit totaling $8.6 million and unfunded commitments under lines of credit totaling $14.9 million.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance-sheet instruments. Since a number of commitments typically expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Impact of Inflation and Changing Prices

The financial statements included in this document have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates, however, do not necessarily move in the same direction or with the same magnitude as the price of goods and services, since such prices are affected by inflation. In a period of rapidly rising interest rates, the liquidity and maturities of our assets and liabilities are critical to the maintenance of acceptable performance levels.

The principal effect of inflation on earnings, as distinct from levels of interest rates, is in the area of non interest expense. Expense items such as employee compensation, employee benefits and occupancy and equipment costs may be subject to increases as a result of inflation. An additional effect of inflation is the possible increase in the dollar value of the collateral securing loans that we have made. We are unable to determine the extent, if any, to which properties securing our loans have appreciated in dollar value due to inflation or depreciated due to economic recession.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

17

ITEM 4T – CONTROLS AND PROCEDURES

An evaluation was performed under the supervision, and with the participation of management, including the principal executive and financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rules l3a-l5(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of December 31, 2008. Based on such evaluation, the principal executive and financial officer has concluded that the disclosure controls and procedures are effective as of December 31, 2008.

No change in the internal controls over financial reporting (as defined in Rules l3a-l5(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

There were no material pending legal proceedings at December 31, 2008 to which the Company or its subsidiaries is a party other that ordinary routine litigation incidental to their respective businesses.

ITEM 1A – RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On November 6, 2008, the Company held its annual meeting of stockholders at which the following items were voted on.

(1) Election of Directors

Nominee	For	Withheld
Craig Burton	3,224,418	268,498
Glenn Davis	3,224,443	268,473

(2) Ratification of Auditors

			Broker
For	Against	Abstain	Non-Vote
3,489,866	0	3,050	0

18

ITEM 5 – OTHER INFORMATION

None

ITEM 6 – EXHIBITS

3(i) Charter of William Penn Bancorp, Inc. *

3(ii) Bylaws of William Penn Bancorp, Inc. *

4.1 Specimen Stock Certificate of William Penn Bancorp, Inc. *

10.1 Directors Consultation and Retirement Plan

10.2 Deferred Compensation Plan for Directors

10.3 Restated Deferred Compensation Plan

31 Rule 13a-14(a)/15d-14(a) Certification

32 Section 1350 Certification

_______

*          Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (File No. 333-148219)

19

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.

	WILLIAM PENN BANCORP, INC. (Registrant)
	/s/ Charles Corcoran
Date: February 17, 2009	Charles Corcoran, President (Duly authorized officer and principal financial officer)

20