CBM Bancorp (CBMB) 10-Q 2019 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)

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

For the quarterly period ended June 30, 2019

Or

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

For the transition period from                    to                    .

001-38680

(Commission File No.)

CBM BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	83-1095537
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2001 East Joppa Road, Baltimore, Maryland	21234
(Address of Principal Executive Offices)	(Zip Code)

410-665-7600

(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 mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    YES  ☐    NO  ☒

As of August 14, 2019, the number of shares of common stock outstanding was 4,232,000.

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	CBMB	The Nasdaq Stock Market LLC

CBM Bancorp, Inc.

Table of Contents

		Page No.
Part I. Financial Information
Item 1.	Financial Statements
Consolidated Statements of Financial Condition as of June  30, 2019 (unaudited) and December 31, 2018 (audited)			3
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)			4
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)			5
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited)			6
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited)			7
Notes to Consolidated Financial Statements			8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		46
Item 4.	Controls and Procedures		46
Part II. Other Information
Item 1.	Legal Proceedings		47
Item 1A.	Risk Factors		47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 3.	Defaults Upon Senior Securities		47
Item 4.	Mine Safety Disclosures		47
Item 5.	Other Information		47
Item 6.	Exhibits		47
Signatures			48

PART I – FINANCIAL INFORMATION

ITEM 1 – Consolidated Financial Statements

CBM Bancorp, Inc.

Consolidated Statements of Financial Condition

June 30, 2019 (Unaudited) and December 31, 2018

	June 30, 2019			December 31, 2018
	(Unaudited)			(Audited)
Assets
Cash and due from banks	$	1,092,182		$	1,071,335
Interest-bearing deposits in other banks		15,483,011			17,775,425
Cash and cash equivalents		16,575,193			18,846,760
Time deposits in other banks		9,425,759			6,944,000
Securities available for sale, at fair value		42,120,064			37,447,423
Federal Home Loan Bank stock, at cost		279,100			245,200
Loans held for sale		—			211,107
Loans, net of unearned fees		144,553,477			143,508,813
Allowance for loan losses		(1,288,516	)		(1,188,352	)
Net loans		143,264,961			142,320,461
Accrued interest receivable		751,881			695,928
Bank-owned life insurance		4,646,986			4,609,357
Premises and equipment, net		1,854,883			1,924,518
Foreclosed real estate		845,000			865,000
Deferred income taxes		713,114			900,994
Prepaid expenses and other assets		405,531			402,344
Total assets	$	220,882,472		$	215,413,092
Liabilities and Stockholders’ Equity
Liabilities
Noninterest-bearing deposits	$	20,968,181		$	18,111,318
Interest-bearing deposits		136,808,224			135,638,917
Total deposits		157,776,405			153,750,235
Advances by borrowers for taxes and insurance		1,187,103			477,781
Accounts payable and other liabilities		810,635			838,301
Total liabilities		159,774,143			155,066,317
Commitments and contingencies		—			—
Equity
Preferred stock, $.01 par value; authorized 1,000,000 shares, none issued		—			—
Common stock, $.01 par value; authorized 24,000,000 shares; issued and outstanding 4,232,000 shares at June 30, 2019 and December 31, 2018		42,320			42,320
Additional paid in capital		41,131,468			40,987,146
Retained earnings		22,780,512			22,336,134
Unearned common stock held by:
Employee Stock Ownership Plan		(2,877,760	)		(3,047,040	)
2019 Equity Incentive Plan		(497,439	)		—
Accumulated other comprehensive income		529,228			28,215
Total stockholders’ equity		61,108,329			60,346,775
Total liabilities and stockholders’ equity	$	220,882,472		$	215,413,092

The notes to consolidated financial statements are an integral part of these consolidated statements.

3

CBM Bancorp, Inc.

Consolidated Statements of Operations (Unaudited)

Three and Six Months Ended June 30, 2019 and 2018

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Interest and dividend income
Interest and fees on loans	$	1,824,909	$	1,647,379	$	3,552,192	$	3,292,998
Interest and dividends on investments		464,714		159,426		917,935		294,321
Total interest income		2,289,623		1,806,805		4,470,127		3,587,319
Interest expense
Interest on deposits		346,557		228,874		662,593		443,414
Total interest expense		346,557		228,874		662,593		443,414
Net interest income		1,943,066		1,577,931		3,807,534		3,143,905
Provision for loan losses		60,000		75,000		150,000		150,000
Net interest income after provision for loan losses		1,883,066		1,502,931		3,657,534		2,993,905
Non-interest income
Service fees on deposit accounts		29,847		33,476		58,239		67,536
Income from bank-owned life insurance		19,113		19,283		37,628		40,935
Gain on sale of loans held for sale		19,023		58,264		34,272		123,856
Othernon-interest income		36,657		34,198		66,777		64,193
Totalnon-interest income		104,640		145,221		196,916		296,520
Non-interest expense
Salaries, director fees and employee benefits		1,046,694		797,409		1,932,538		1,578,289
Premises and equipment		106,352		114,371		223,455		219,533
Data processing		138,687		133,919		278,580		270,130
Professional fees		162,449		82,141		285,137		158,512
FDIC premiums and regulatory assessments		27,711		33,082		57,926		62,628
Marketing		49,173		37,772		72,357		74,157
Provision for losses and costs on foreclosed real estate		26,359		2,936		29,174		6,295
Other operating expenses		202,124		156,534		379,667		294,726
Totalnon-interest expense		1,759,549		1,358,164		3,258,834		2,664,270
Income before income taxes		228,157		289,988		595,616		626,155
Income tax expense		55,802		73,377		151,238		153,539
Net income	$	172,355	$	216,611	$	444,378	$	472,616
Earnings per common share
Basic	$	0.04		N/A	$	0.11		N/A
Diluted	$	0.04		N/A	$	0.11		N/A

The notes to consolidated financial statements are an integral part of these consolidated statements.

4

CBM Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

Three and Six Months Ended June 30, 2019 and 2018

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2019			2018			2019			2018
Net income	$	172,355		$	216,611		$	444,378		$	472,616
Other comprehensive income (loss)
Unrealized gain (loss) on investment securities available for sale		292,223			(15,471	)		691,219			(80,193	)
Income tax (expense) benefit relating to investment securities available for sale		(80,413	)		4,256			(190,206	)		22,067
Other comprehensive income (loss)		211,810			(11,215	)		501,013			(58,126	)
Total comprehensive income	$	384,165		$	205,396		$	945,391		$	414,490

The notes to consolidated financial statements are an integral part of these consolidated statements.

5

CBM Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Three and Six Months Ended June 30, 2019 and 2018

	Common Stock		Additional Paid-In Capital		Retained Earnings			Unearned ESOP Shares			Unearned RRP Shares			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, January 1, 2019	$	42,320	$	40,987,146	$	22,336,134		$	(3,047,040	)	$	—		$	28,215		$	60,346,775
Net income		—		—		444,378			—			—			—			444,378
Other comprehensive income		—		—		—			—			—			501,013			501,013
ESOP shares committed to be released		—		55,016		—			169,280			—			—			224,296
Repurchase of common stock for RRP		—		—		—			—			(497,439	)		—			(497,439	)
Stock based compensation		—		89,306		—			—			—			—			89,306
Balance, June 30, 2019	$	42,320	$	41,131,468	$	22,780,512		$	(2,877,760	)	$	(497,439	)	$	529,228		$	61,108,329
Balance, April 1, 2019	$	42,320	$	41,011,268	$	22,608,157		$	(2,962,400	)	$	—		$	317,418		$	61,016,763
Net income		—		—		172,355			—			—			—			172,355
Other comprehensive income		—		—		—			—			—			211,810			211,810
ESOP shares committed to be released		—		30,894		—			84,640			—			—			115,534
Repurchase of common stock for RRP		—		—		—			—			(497,439	)		—			(497,439	)
Stock based compensation		—		89,306		—			—			—			—			89,306
							��
Balance, June 30, 2019	$	42,320	$	41,131,468	$	22,780,512		$	(2,877,760	)	$	(497,439	)	$	529,228		$	61,108,329
Balance, January 1, 2018	$	—	$	—	$	21,653,191		$	—		$	—		$	(49,861	)	$	21,603,330
Net income		—		—		472,616			—			—			—			472,616
Other comprehensive loss		—		—		—			—			—			(58,126	)		(58,126	)
Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act from accumulated other comprehensive loss		—		—		9,821			—			—			(9,821	)		—
Balance, June 30, 2018	$	—	$	—	$	22,135,628		$	—		$	—		$	(117,808	)	$	22,017,820
Balance, April 1, 2018	$	—	$	—	$	21,919,017		$	—		$	—		$	(106,593	)	$	21,812,424
Net income		—		—		216,611			—			—			—			216,611
Other comprehensive loss		—		—		—			—			—			(11,215	)		(11,215	)
Balance, June 30, 2018	$	—	$	—	$	22,135,628		$	—		$	—		$	(117,808	)	$	22,017,820

The notes to consolidated financial statements are an integral part of these consolidated statements.

6

CBM Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30, 2019 and 2018

	For the Six Months
	Ended June 30,
	2019			2018
Cash flows from operating activities:
Net income	$	444,378		$	472,616
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion of securities		16,209			(2,473	)
Gain on sale of loans held for sale		(34,272	)		(126,856	)
Originations of loans held for sale		(1,569,156	)		(4,997,210	)
Proceeds from sales of loans held for sale		1,814,535			5,847,559
Amortization of deferred loan origination costs, net of fees		(91,152	)		(33,087	)
Provision for loan losses		150,000			150,000
(Increase) decrease in accrued interest receivable		(55,953	)		6,149
Increase in cash surrender value of life insurance		(37,629	)		(37,441	)
Depreciation and amortization		82,786			81,317
ESOP compensation expense		224,296			—
Stock based compensation expense		89,306			—
Writedown foreclosed real estate		20,000			—
(Increase) decrease in deferred income taxes		(2,326	)		153,539
Increase in prepaid expenses and other assets		(3,187	)		(185,700	)
Decrease in accounts payable and other liabilities		(27,666	)		(154,309	)
Net cash provided by operating activities		1,020,169			1,174,104
Cash flows from investing activities:
Net purchases of time deposits in other banks		(2,481,759	)		(248,000	)
Proceeds from maturities, payments and calls of available for sale securities		8,651,792			—
Proceeds from maturities, payments and calls of held to maturity securities		—			340,983
Purchases of available for sale securities		(12,649,423	)		(958,044	)
Purchases of Federal Home Loan Bank stock		(33,900	)		(3,100	)
Net increase in loans		(1,003,348	)		(164,069	)
Proceeds from redemption of bank owned life insurance		—			882,278
Purchases of premises and equipment		(13,151	)		(74,529	)
Net cash used in investing activities		(7,529,789	)		(224,481	)
Cash flows from financing activities:
Net increase in deposits		4,026,170			5,265,194
Net increase in advances by borrowers		709,322			748,676
Repurchase of common stock		(497,439	)		—
Net cash provided by financing activities		4,238,053			6,013,870
Net (decrease) increase in cash and cash equivalents		(2,271,567	)		6,963,493
Cash and cash equivalents, beginning balance		18,846,760			12,030,272
Cash and cash equivalents, ending balance	$	16,575,193		$	18,993,765
Supplemental disclosure of cash flows information:
Cash paid for interest	$	662,735		$	443,611
Cash paid for income taxes		190,000			—

The notes to consolidated financial statements are an integral part of these consolidated statements.

7

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies

Basis of Presentation

Pursuant to the terms and conditions of a plan of conversion and reorganization, adopted by its Board of Directors and approved by its members, Banks of the Chesapeake, M.H.C. converted from the mutual holding company corporate structure to the public stock holding company structure as follows: CBM Bancorp, Inc. (“CBM Bancorp” or “Company”) was incorporated on May 22, 2018 to serve as the successor holding company for Chesapeake Bank of Maryland (“Bank”),which was at that time the wholly owned subsidiary of Banks of the Chesapeake, M.H.C. On September 27, 2018, in accordance with the plan of conversion and reorganization, CBM Bancorp became the parent holding company for the Bank and Banks of the Chesapeake, M.H.C. merged with and into CBM Bancorp, with the Company as the surviving corporation. Upon consummation of the merger, Banks of the Chesapeake, M.H.C. ceased to exist.

The conversion and reorganization was accomplished through the sale and issuance of 4,232,000 shares of common stock at a price of $10.00 per share, through which the Company received proceeds of approximately $40.9 million, net of offering expenses of approximately $1.4 million. Approximately 50% of the net proceeds of the offering, or $20.5 million was contributed by the Company to the Bank in return for 100% of the issued and outstanding shares of common stock of the Bank. In connection with the conversion and reorganization, the Bank’s Board of Directors adopted an employee stock ownership plan (the “ESOP”) which subscribed for 8% of the sum of the number of shares, or 338,560 shares of common stock sold in the offering.

The plan of conversion and reorganization provided for the establishment of a liquidation account by CBM Bancorp for the benefit of eligible account holders in an amount equal to the value of the net assets of Banks of the Chesapeake, M.H.C. as of the date of the latest statement of financial condition of Banks of the Chesapeake, M.H.C. prior to the consummation of the conversion and reorganization. The plan of conversion and reorganization also provided for the establishment of a parallel liquidation account in the Bank to support the CBM Bancorp liquidation account in the event CBM Bancorp does not have sufficient assets to fund its obligations under the CBM Bancorp liquidation account.

In the unlikely event that the Bank were to liquidate after the conversion and reorganization, all claims of creditors, including those of depositors, would be paid first. However, except with respect to the liquidation account to be established in CBM Bancorp, depositors’ claims would be solely for the principal amount of their deposit accounts plus accrued interest. Depositors generally would not have an interest in the value of the assets of the Bank or CBM Bancorp above that amount.

Pursuant to the plan of conversion and reorganization, after two years from the date of conversion and reorganization, and upon the written request of the Federal Reserve Board, CBM Bancorp will transfer, or upon the prior written approval of the Federal Reserve Board, CBM Bancorp may transfer, the liquidation account and the depositors’ interests in such account to the Bank, and the liquidation account shall thereupon be subsumed into the liquidation account of the Bank.

The Company may not pay a dividend on, or repurchase any of, its capital stock, if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements. In addition, the Company is subject to certain other regulations restricting the payment of dividends on, and the repurchase of, its capital stock.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Q and Article 8 of RegulationS-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Operating results for the three and six months ended June 30, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or any other period. For further information, refer to the Bank’s annual audited consolidated financial statements and related notes for the year ended December 31, 2018 included in the Company’s Annual Report on Form10-K dated March 27, 2019.

8

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

Nature of Operations

CBM Bancorp, Inc.’s primary business is the ownership and operation of the Bank, a community-oriented federal stock savings bank regulated by the Office of the Comptroller of the Currency. The Bank’s primary business activity is the acceptance of deposits from the general public and using the proceeds for loan originations and investments. The Bank is subject to competition from other financial institutions. The Bank is subject to the regulations of certain federal agencies and undergoes periodic examinations by the regulatory authorities.

The accounting and reporting policies of CBM Bancorp, Inc. and Chesapeake Bank of Maryland conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices in the banking industry. The more significant policies follow:

Principles of Consolidation

The consolidated financial statements include the accounts of CBM Bancorp, Inc. and the Bank, its wholly owned subsidiary. Material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and the valuation of deferred tax assets. In connection with the determination of the allowances for loan losses and foreclosed real estate, management obtains independent appraisals for significant properties.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, interest-bearing deposits in other banks and federal funds sold. Generally federal funds are sold as overnight investments.

Time Deposits in Other Banks

The Bank uses financial instruments to supplement the investment securities portfolio. Interest income is recognized as earned. Purchase premiums and discounts are recognized as part of interest income using the interest method over the terms of the investments. Realized gains and losses on the sale of time deposits in other banks are included in earnings based on the trade date and are determined using the specific identification method. Time deposits in other banks are not marked to market.

Investment Securities

Management determines the appropriate classification of debt securities at the time of purchase andre-evaluates such designation as of each balance sheet date. Securities that the Bank has the positive intent and ability to hold to maturity are classified as held to maturity and are reported at amortized cost (including amortization of premium or accretion of discount).

Securities classified as available for sale are carried at fair value and are those securities that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains and losses, determined on the basis of the cost of the specific securities sold, are included in earnings on a trade date basis. Premiums and discounts are recognized in interest income using a method which approximates the interest method over the terms of the securities. Declines in the fair value of available for sale securities below their cost that are deemed to be other than

9

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

temporary, if any, are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (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 Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value

Federal Home Loan Bank Stock

Federal Home Loan Bank of Atlanta (“FHLB”) stock is an equity interest in the FHLB, which does not have a readily determinable fair value for purposes of Generally Accepted Accounting Standards related toAccounting for Certain Investments in Debt and Equity Securities,because its ownership is restricted and it lacks a market. FHLB stock represents the required investment in the common stock of the Federal Home Loan Bank of Atlanta according to a predetermined formula. FHLB stock can be sold back only at par value of $100 per share and only to the FHLB or another member institution. As of June 30, 2019 and December 31, 2018, the Bank owned shares totaling $279,100 and $245,200, respectively.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value. Fair value is derived from secondary market quotations for similar instruments. Gains and losses on loan sales are recorded innon-interest income, and loan origination fees, net of certain direct origination costs are deferred at origination of the loan and are recognized innon-interest income upon sale of the loan. The Bank’s current practice is to sell residential mortgage loans on a servicing released basis, and, therefore, it has no intangible asset recorded for the value of such servicing. Interest on loans held for sale is credited to income based on the principal amounts outstanding.

The Bank enters into commitments to originate residential mortgage loans whereby the interest rate on the loan is determined prior to funding (i.e., rate lock commitment). Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. The period of time between the issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 90 days. The Bank protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the investor commits to purchase a loan at a price representing a premium on the day the borrower commits to an interest rate with the intent that they buyer/investor has assumed the interest rate risk on the loan. As a result, the Bank is not generally exposed to losses on loans sold utilizing best efforts, nor will it realize gains related to rate lock commitments due to changes in interest rates.

Loans held for sale that are not ultimately sold, but instead are placed into the Bank’s portfolio, are reclassified as loans held for investment and recorded at fair value.

Loans

Loans are generally carried at the amount of unpaid principal, less the allowance for loan losses and adjusted for deferred loan origination fees and costs, which are recognized over the term of the loan as an adjustment to yield using a method that approximates the interest method. Interest on loans is accrued based on the principal amounts outstanding. It is the Bank’s policy to discontinue the accrual of interest when the principal or interest is delinquent for 90 days or more, or if collection of principal and interest in full is in doubt.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. The carrying value of impaired loans is based on the present value of the loan’s expected future cash flows or, alternatively, the observable market price of the loan or the fair value of the collateral.

10

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

Impaired loans also include certain loans that have been modified in a troubled debt restructuring (“TDR”) to make concessions to help a borrower remain current on the loan and/or to avoid foreclosure. These concessions typically result from the Bank’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Generally nonaccrual loans that are modified and are considered TDRs are classified as nonperforming at the time of the restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to earnings. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. The Bank maintains the allowance at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. The evaluation process by portfolio segment includes, among other things, an analysis of delinquency trends,non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience.

The establishment of the allowance for loan losses is significantly affected by management’s judgment and uncertainties, and there is likelihood that different amounts would be reported under different conditions or assumptions. The Office of the Comptroller of the Currency as an integral part of its examination process periodically reviews the allowance for loan losses and may require the Bank to make additional provisions for estimated loan losses based upon judgments different from those of management.

The Bank’s policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets (or portions of assets) classified as loss, are those considered uncollectible and of such little value that their recognition as assets is not justified. Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve close attention, are required to be designated as special mention.

While the Bank utilizes available information to recognize losses on loans, future additions to the allowances for loan losses may be necessary based on changes in economic conditions, particularly in its’ market area primarily in the state of Maryland. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Actual loan losses may be significantly more than the allowance for loan and lease losses the Bank has established, which could have a material negative effect on our consolidated financial statements.

Bank-Owned Life Insurance (“BOLI”)

The Bank maintains life insurance policies on certain present and former directors. These policies are split-dollar or director insurance policies. Under the split-dollar insurance policies, the Bank pays the premiums and upon the death of the insured, the Bank will receive an amount equal to the premiums paid on the policy from the policy date to the date of death. Any remaining proceeds will be paid to the beneficiary. If the policy is surrendered before the date of death, the Bank will receive the lesser of the cash surrender value or the sum of the premiums paid on the policy from the policy date to the date of surrender. Under the director insurance policies, the Bank receives the cash surrender value if the policy is surrendered, or receives all benefits payable upon the death of the insured. As of June 30, 2019, and December 31, 2018, $122,627 and $129,775, respectively, was included in other liabilities related to the split-dollar insurance policies.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

Premises and Equipment

Land is carried at cost. Property and equipment is carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method over estimated useful lives of assets. Amortization of leasehold improvements is recognized on a straight-line basis over the term of the lease or the life of the improvement, whichever is shorter. The cost of maintenance and repairs is charged to expense as incurred whereas improvements are capitalized. The range of estimated useful lives for premises and equipment are as follows:

Buildings and land improvements	5 - 50 years
Leasehold improvements	10 - 15 years
Furniture, fixtures and equipment	3 – 10 years
Automobile	5 years

Foreclosed Real Estate

Real estate acquired through foreclosure or other means is recorded at the fair value of the related real estate collateral at the transfer date less estimated selling costs. Losses incurred at the time of the acquisition of the property are charged to the allowance for loan losses. Subsequent reductions in the estimated fair value of the property are included in noninterest expense. Costs to maintain foreclosed real estate are expensed as incurred.

Employee Stock Ownership Plan (“ESOP”)

Compensation expense is recognized based on the current market price of shares committed to be released to employees. All shares released and committed to be released are deemed outstanding for purposes of earnings per share calculations. Dividends declared and paid on allocated shares held by the ESOP are charged to retained earnings. The value of unearned shares to be allocated to ESOP participants for future services not yet performed is reflected as a reduction of stockholders’ equity. Dividends declared on unallocated shares held by the ESOP are recorded as a reduction of the ESOP’s loan payment to the Company.

Stock-Based Compensation

Compensation cost is recognized for stock options and restricted stock awards (“RRP”) issued to employees and directors, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for RRPs. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Income Taxes

The provision for income taxes includes taxes payable for the current year and deferred income taxes. Deferred income taxes are provided for the temporary differences between financial and taxable income. Deferred income taxes and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted through earnings for the effects of changes in tax laws and rates on the date of enactment.

Earnings per Common Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Weighted average shares include allocated ESOP shares but exclude unallocated ESOP shares. Diluted earnings per share includes additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Bank has entered intooff-balance sheet financial instruments consisting of commitments to extend credit. These commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the balance sheet. Such financial instruments are recorded when they are funded.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments is represented by the contractual amount of these instruments. The Bank uses the same credit policies for these instruments as it does for theon-balance sheet instruments.

Concentrations of Credit Risk

The Bank had approximately $1,171,000 and approximately $128,000 in deposits in other financial institutions in excess of amounts insured by the FDIC, as of June 30, 2019 and December 31, 2018, respectively. The Bank’s management considers this a normal business risk. The Bank also maintains accounts with brokerage firms containing securities. These balances are insured up to $500,000 by the Securities Investor Protection Corporation.

Recent Accounting Pronouncements

ASU2016-02, Leases (Topic 842). This ASU provides certain targeted improvements to align lessor accounting with the lessee accounting model. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, including interim reporting periods within that reporting period, for public business entities. As the Company will take advantage of the extended transition period for complying with new or revised accounting standards assuming we remain an emerging growth company (“EGC”), we will adopt the amendments in this update beginning after December 15, 2019, and interim periods with fiscal years beginning after December 15, 2019. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

ASU2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Bank to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to someoff-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, for public business entities. As the Company will take advantage of the extended transition period for complying with new or revised accounting standards assuming we remain an EGC, we will adopt the amendments in this update beginning after December 15, 2020, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect (i.e., modified retrospective approach). The Company has begun to gather loan information and consider acceptable methodologies to comply with this ASU. The Company’s initial evaluation indicates that the provisions of this ASU are expected to impact its consolidated financial statements, in particular the level of reserve for loan losses. The Company is continuing to evaluate and assess the impact of the adoption of this ASU on its consolidated financial statements.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 2. Securities

The amortized cost and estimated fair value of securities classified as available for sale at June 30, 2019 and December 31, 2018, are as follows:

	June 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities Available for Sale
U.S. Government and Federal Agency obligations	$	16,444,956	$	145,043	$	17,337	$	16,572,662
Residential mortgage-backed securities		23,439,645		574,685		3,673		24,010,657
Municipal securities		1,505,317		31,428		—		1,536,745
	$	41,389,918	$	751,156	$	21,010	$	42,120,064

	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities Available for Sale
U.S. Government and Federal Agency obligations	$	18,264,805	$	45,850	$	90,583	$	18,220,072
Residential mortgage-backed securities		17,637,729		111,837		4,580		17,744,986
Municipal securities		1,505,962		—		23,597		1,482,365
	$	37,408,496	$	157,687	$	118,760	$	37,447,423

The amortized cost and estimated fair value of securities as of June 30, 2019 and December 31, 2018, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019
	Securities Available for Sale
	Amortized Cost		Fair Value
Due in one year or less	$	6,995,734	$	7,015,726
Due after one year through five years		9,468,881		9,571,691
Due five years to ten years		1,485,658		1,521,990
Due after ten years		—		—
Mortgage-backed, in monthly installments		23,439,645		24,010,657
	$	41,389,918	$	42,120,064

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

	December 31, 2018
	Securities Available for Sale
	Amortized Cost		Fair Value
Due in one year or less	$	1,000,000	$	989,119
Due after one year through five years		14,453,375		14,391,553
Due five years to ten years		4,317,392		4,321,765
Due after ten years		—		—
Mortgage-backed, in monthly installments		17,637,729		17,744,986
	$	37,408,496	$	37,447,423

Securities with gross unrealized losses at June 30, 2019 and December 31, 2018 aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

	June 30, 2019
	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Securities Available for Sale
U.S. Government and Federal Agency obligations	$	—	$	—	$	2,982,663	$	17,337	$	2,982,663	$	17,337
Residential mortgage-backed securities		1,547,600		3,673		—		—		1,547,600		3,673
	$	1,547,600	$	3,673	$	2,982,663	$	17,337	$	4,530,263	$	21,010

	December 31, 2018
	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Securities Available for Sale
U.S. Government and Federal Agency obligations	$	963,945	$	63	$	4,408,553	$	90,520	$	5,372,498	$	90,583
Residential mortgage-backed securities		2,838,108		4,580		—		—		2,838,108		4,580
Municipal obligations		—		—		1,482,365		23,597		1,482,365		23,597
	$	3,802,053	$	4,643	$	5,890,918	$	114,117	$	9,692,971	$	118,760

The unrealized losses that existed were a result of market changes in interest rates since the original purchase. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include (1) duration and magnitude of the decline in value, (2) the financial condition of the issuer or issuers and (3) structure of the security.

The Bank transferred during 2018 its entire held to maturity portfolio of residential mortgage-backed securities to available for sale. The securities were transferred at a fair market value of $2,923,932 with a corresponding adjustment to accumulated other comprehensive income in the amount of $56,276 to account for the unrealized gain in the investment securities at the date of transfer. The Bank is prohibited from classifying any investments as held to maturity for the next two years.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

At June 30, 2019, the Bank held four investments with gross unrealized losses totaling $21,010. At December 31, 2018, the Bank held twelve investments with gross unrealized losses totaling $118,760.

An impairment loss is recognized in earnings if any of the following are true: (1) the Bank intends to sell the debt security; (2) it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost basis; or (3) the Bank does not expect to recover the entire amortized cost basis of the security. In situations where the Bank intends to sell or when it is more likely than not that the Bank will be required to sell the security, the entire impairment loss must be recognized in earnings. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in equity as a component of other comprehensive income, net of deferred tax.

There were no securities pledged as of June 30, 2019 and December 31, 2018.

Note 3. Loans

The Bank makes loans to customers primarily in the Baltimore Metropolitan Area and its surrounding counties. The principal loan portfolio segment balances at June 30, 2019 and December 31, 2018 were as follows:

	June 30, 2019			December 31, 2018
Real estate loans
One-to four-family	$	69,923,494		$	70,197,875
Home equity loans and lines of credit		7,133,802			7,547,195
Construction and land development		8,762,381			8,232,067
Nonresidential		51,522,997			51,904,782
Total real estate loans		137,342,674			137,881,919
Other loans
Commercial		6,884,895			5,250,815
Consumer		504,247			529,283
Total other loans		7,389,142			5,780,098
Total loans		144,731,816			143,662,017
Net deferred loan origination fees		(178,339	)		(153,204	)
Allowance for loan losses		(1,288,516	)		(1,188,352	)
Total loans, net	$	143,264,961		$	142,320,461

Overdraft deposits are reclassified as consumer loans and are included in the total loans on the balance sheet. Overdrafts were $1,377 and $7,824 at June 30, 2019 and December 31, 2018, respectively.

Portfolio segments

The Bank currently manages its credit products and respective exposure to credit losses by the following specific portfolio segments (classes) which are levels at which the Bank develops and documents its systematic methodology to determine the allowance for loan losses attributable to each respective portfolio segment. The segments are:

• One-to four-family real estate loans – This residential real estate category contains permanent mortgage loans and construction permanent mortgage loans to consumers secured by residential real estate. Residential real estate loans are evaluated for the adequacy of repayment sources at the time of approval, based upon measures including credit scores,debt-to-income ratios, and collateral values. Loans may either be conforming ornon-conforming.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

• Home equity loans and lines of credit – This residential real estate category includes mortgage loans and lines of credit secured byone-to four-family residential real estate. These loans are typically secured with second mortgages on the homes.

• Construction and land development – Commercial acquisition, development and construction loans are intended to finance the construction of commercial and residential properties and include loans for the acquisition and development of land. Construction loans represent a higher degree of risk than permanent real estate loans and may be affected by a variety of factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price. The loan commitment on these loans often includes an interest reserve that allows the lender to periodically advance loan funds to pay interest charges on the outstanding balance of the loan.

• Nonresidential real estate loans – Nonresidential real estate loans consist of commercial permanent mortgage loans and commercial construction permanent mortgage loans secured by owner occupied andnon-owner occupied properties. Owner occupied commercial property loans involve a variety of property types to conduct the borrower’s operations. The primary source of repayment for this type of loan is the cash flow from the business and is based upon the borrower’s financial health and ability of the borrower and the business to repay.Non-owner occupied commercial property loans involve investment properties for warehouse, retail, and office space with a history of occupancy and cash flow. This real estate category contains commercial mortgage loans to the developers and owners of commercial real estate where the borrower intends to operate or sell the property at a profit and use the income stream or proceeds from the sale to repay the loan.

• Commercial loans- Commercial loans are made to provide funds for equipment and general corporate needs. Repayment of the loan primarily uses the funds obtained from the operation of the borrower’s business. Commercial loans also include lines of credit that are utilized to finance a borrower’s short-term credit needs and/or finance a percentage of eligible receivables and inventory.

• Consumer loans – This category of loans includes primarily installment loans, personal lines of credit. Consumer loans include installment loans used by customers to purchase automobiles, boats and recreational vehicles.

Note 4.    Credit Quality of Loans and the Allowance for Loan Losses

The allowance for loan losses is maintained at a level to provide for losses that are probable and can be reasonably estimated. 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, general, and unallocated components. The specific component relates to loans that are classified as impaired. The general component coversnon-impaired loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. Determinations as to the classification of assets and the amount of loss allowances are subject to review by our principal federal regulator, the Office of the Comptroller of the Currency, which can require that we establish additional loss allowances. The Bank regularly reviews its asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

A loan is considered past due or delinquent when a contractual payment is not paid on the day it is due. A loan in considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on acase-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for all loans secured by real estate by the fair value of the collateral if the loan is collateral dependent. If the loan repayment is not deemed collateral dependent, impairment is measured on the net present value of the expected discounted future cash flows.

Loans are automatically placed onnon-accrual status when payment of principal or interest is more than 90 days delinquent. Loans are also placed onnon-accrual status if collection of principal or interest in full is in doubt or if the loan has been restructured. When loans are placed onnon-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received. The loan may be returned to accrual status if unpaid principal and interest are repaid so that the loan is less than 90 days delinquent. The Bank’scharge-off policy states after all collection efforts have been exhausted, the loan is deemed to be a loss and the amount has been determined, the loss amount will be charged to the allowance for loan losses.

The following tables summarize the activity in the allowance for losses for the three and six months ended June 30, 2019 and 2018 and for the year ended December 31, 2018 and the distribution of the allowance for loan losses and loans receivable by loan portfolio class and impairment method as of June 30, 2019, June 30, 2018 and December 31, 2018.

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

	As of June 30, 2019
	One –to Four-Family			Home Equity Loans and Lines of Credit			Construction and Land Development			Nonresidential			Commercial		Consumer			Unallocated		Total
Allowance for loans losses:
Beginning Balance – April 1, 2019	$	306,044		$	61,722		$	218,995		$	631,099		$	29,649	$	6,300		$	24,543	$	1,278,352
Charge-offs		(49,836	)		—			—			—			—		—			—		(49,836	)
Recoveries		—			—			—			—			—		—			—		—
Provision		84,429			(1,133	)		(53,061	)		(47,814	)		25,430		104			52,045		60,000
Ending Balance – June 30, 2019	$	340,637		$	60,589		$	165,934		$	583,285		$	55,079	$	6,404		$	76,588	$	1,288,516
Beginning Balance – January 1, 2019	$	244,781		$	68,837		$	185,170		$	626,031		$	28,879	$	6,669		$	27,985	$	1,188,352
Charge-offs		(49,836	)		—			—			—			—		—			—		(49,836	)
Recoveries		—			—			—			—			—		—			—		—
Provision		145,692			(8,248	)		(19,236	)		(42,746	)		26,200		(265	)		48,603		150,000
Ending Balance – June 30, 2019	$	340,637		$	60,589		$	165,934		$	583,285		$	55,079	$	6,404		$	76,588	$	1,288,516
Ending balance: individually evaluated for impairment	$	45,744		$	1,415		$	6,074		$	—		$	—	$	—		$	—	$	53,233
Ending balance: collectively evaluated for impairment	$	294,893		$	59,174		$	159,860		$	583,285		$	55,079	$	6,404		$	76,588	$	1,235,283
Loans:
Ending balance	$	69,923,494		$	7,133,802		$	8,762,381		$	51,522,997		$	6,884,895	$	504,247				$	144,731,816
Ending balance: individually evaluated for impairment	$	393,864		$	89,283		$	848,499		$	2,092,072		$	—	$	—				$	3,423,718
Ending balance: collectively evaluated for impairment	$	69,529,630		$	7,044,519		$	7,913,882		$	49,430,925		$	6,884,895	$	504,247				$	141,308,098

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

	As of June 30, 2018
	One –to Four-Family			Home Equity Loans and Lines of Credit			Construction and Land Development			Nonresidential		Commercial			Consumer		Unallocated			Total
Allowance for loans losses:
Beginning Balance – April 1, 2018	$	259,219		$	74,611		$	186,406		$	481,381	$	26,524		$	16,183	$	47,380		$	1,091,704
Charge-offs		(58,000	)		—			—			—		—			—		—			(58,000	)
Recoveries		7,563			—			—			—		—			—		—			7,563
Provision		(6,325	)		(4,283	)		(15,102	)		109,808		3,613			618		(13,329	)		75,000
Ending Balance – June 30, 2018	$	202,457		$	70,328		$	171,304		$	591,189	$	30,137		$	16,801	$	34,051		$	1,116,267
Beginning Balance – January 1, 2018	$	238,148		$	83,129		$	173,167		$	446,576	$	44,199		$	15,933	$	37,253		$	1,038,405
Charge-offs		(88,000	)		—			—			—		—			—		—			(88,000	)
Recoveries		7,563			—			8,299			—		—			—		—			15,862
Provision		44,746			(12,801	)		(10,162	)		144,613		(14,062	)		868		(3,202	)		150,000
Ending Balance – June 30, 2018	$	202,457		$	70,328		$	171,304		$	591,189	$	30,137		$	16,801	$	34,051		$	1,116,267
Ending balance: individually evaluated for impairment	$	—		$	20,162		$	—		$	—	$	—		$	6,002	$	—		$	26,164
Ending balance: collectively evaluated for impairment	$	202,457		$	50,166		$	171,304		$	591,189	$	30,137		$	10,799	$	34,051		$	1,090,103
Loans:
Ending balance	$	67,766,766		$	8,784,758		$	8,222,573		$	49,572,669	$	5,479,510		$	556,852				$	140,383,128
Ending balance: individually evaluated for impairment	$	549,886		$	65,785		$	123,338		$	—	$	—		$	6,002				$	745,011
Ending balance: collectively evaluated for impairment	$	67,216,880		$	8,718,973		$	8,099,235		$	49,572,669	$	5,479,510		$	550,850				$	139,638,117

20

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

	As of December 31, 2018
	One –to Four-Family			Home Equity Loans and Lines of Credit			Construction and Land Development		Nonresidential			Commercial			Consumer			Unallocated			Total
Beginning Balance	$	238,148		$	83,129		$	173,167	$	446,576		$	44,199		$	15,933		$	37,253		$	1,038,405
Charge-offs		(88,000	)		(12,013	)		—		(335,000	)		—			(5,901	)		—			(440,914	)
Recoveries		7,562			—			8,299		—			—			—			—			15,861
Provision		87,071			(2,279	)		3,704		514,455			(15,320	)		(3,363	)		(9,268	)		575,000
Ending Balance	$	244,781		$	68,837		$	185,170	$	626,031		$	28,879		$	6,669		$	27,985		$	1,188,352
Ending balance: individually evaluated for impairment	$	—		$	2,089		$	6,074	$	—		$	—		$	—		$	—		$	8,163
Ending balance: collectively evaluated for impairment	$	244,781		$	66,748		$	179,096	$	626,031		$	28,879		$	6,669		$	27,985		$	1,180,189
Loans:
Ending balance	$	70,197,875		$	7,547,195		$	8,232,067	$	51,904,782		$	5,250,815		$	529,283					$	143,662,017
Ending balance: individually evaluated for impairment	$	585,047		$	130,795		$	86,728	$	484,223		$	—		$	—					$	1,286,793
Ending balance: collectively evaluated for impairment	$	69,612,828		$	7,416,400		$	8,145,339	$	51,420,559		$	5,250,815		$	529,283					$	142,375,224

21

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

As part of the ongoing monitoring of the credit quality of the Bank’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grade of classified loans, net chargeoffs, nonperforming loans, credit scores, and the general economic conditions in the Bank’s market area.

The Bank utilizes an internal rating system to monitor the credit quality of the overall loan portfolio. A description of the general characteristics is as follows:

• Pass – A pass loan is considered of sufficient quality to preclude a special mention or an adverse rating. Pass assets are generally well protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral. The pass classification also includes watch credits which have all of the characteristics of a pass loan, but warrant more than the normal level of supervision.

• Special mention – A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

• Substandard – A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well defined weakness, or weaknesses, that jeopardize the collection or liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. This will be the measurement for determining if a loan is impaired.

• Doubtful – A doubtful loan has all of the weaknesses inherent in a substandard credit with the added factor that the weaknesses make the collection or liquidation in full, on the basis of current information, conditions and values, highly questionable and improbable. Loans in this category must be placed onnon-accrual status and all payments applied to principal recapture. Doubtful classification should be used only when a distinct possibility of loss exists. When identified, adequate loss should be recorded for the specific assets. It is not necessary to classify an entire credit doubtful when collection of a specific portion appears highly probable.

• Loss – A loan classified as loss is considered uncollectable and of such little value that continuance as a loan in unjustified. A loss classification does not mean that the credit has absolutely no value; partial recoveries may be received in the future. Amounts classified as loss must becharged-off in the period in which they are deemed uncollectible.

When assets are classified as impaired, the Bank allocates a portion of the related general loss allowances to such assets as the Bank deems prudent. Determinations as to the classification of assets and the amount of loss allowances are subject to review by our principal federal regulator, the Office of the Comptroller of the Currency, which can require that we establish additional loss allowances. The Bank regularly reviews its asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

22

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

The following table is a summary of the loan portfolio quality indicators by loan class recorded investment as of June 30, 2019 and December 31, 2018:

	June 30, 2019
	One-to Four-Family		Home Equity Loans and Lines of Credit		Construction and Land Development		Nonresidential
Grade:
Pass	$	69,242,780	$	7,087,722	$	7,913,882	$	49,430,925
Special Mention		286,850		—		—		—
Substandard		393,864		46,080		848,499		2,092,072
Doubtful		—		—		—		—
	$	69,923,494	$	7,133,802	$	8,762,381	$	51,522,997
	Commercial		Consumer		Totals
Grade:
Pass	$	6,884,895	$	504,247	$	141,064,451
Special Mention		—		—		286,850
Substandard		—		—		3,380,515
Doubtful		—		—		—
	$	6,884,895	$	504,247	$	144,731,816
	December 31, 2018
	One-to Four-Family		Home Equity Loans and Lines of Credit		Construction and Land Development		Nonresidential
Grade:
Pass	$	69,499,216	$	7,462,230	$	7,351,165	$	49,781,890
Special Mention		113,612		—		794,174		1,638,669
Substandard		585,047		84,965		86,728		484,223
Doubtful		—		—		—		—
	$	70,197,875	$	7,547,195	$	8,232,067	$	51,904,782
	Commercial		Consumer		Totals
Grade:
Pass	$	5,250,815	$	529,283	$	139,874,599
Special Mention		—		—		2,546,455
Substandard		—		—		1,240,963
Doubtful		—		—		—
	$	5,250,815	$	529,283	$	143,662,017

23

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

The following table sets forth certain information with respect to our loan portfolio delinquencies by loan class and amount as of June 30, 2019 and December 31, 2018:

	June 30, 2019
	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Recorded Investment > 90 Days and Accruing		Nonaccrual Loans
Real estate loans:
One-to four-family	$	225,916	$	81,974	$	156,276	$	464,166	$	69,459,328	$	69,923,494	$	—	$	311,890
Home equity loans and lines of credit		—		—		46,080		46,080		7,087,722		7,133,802		—		46,080
Construction and land development		546,209		—		86,728		632,937		8,129,444		8,762,381		—		86,728
Nonresidential		—		—		484,223		484,223		51,038,774		51,522,997		—		484,223
Other loans:
Commercial		—		—		—		—		6,884,895		6,884,895		—		—
Consumer		3,000		—		—		3,000		501,247		504,247		—		—
Total loans	$	775,125	$	81,974	$	773,307	$	1,630,406	$	143,101,410	$	144,731,816	$	—	$	928,921

	December 31, 2018
	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Recorded Investment > 90 Days and Accruing		Nonaccrual Loans
Real estate loans:
One-to four-family	$	101,183	$	158,134	$	343,651	$	602,968	$	69,594,907	$	70,197,875	$	—	$	585,047
Home equity loans and lines of credit		35,606		—		48,005		83,611		7,463,584		7,547,195		—		84,965
Construction and land development		86,728		—		—		86,728		8,145,339		8,232,067		—		86,728
Nonresidential		—		—		484,223		484,223		51,420,559		51,904,782		—		484,223
Other loans:
Commercial		—		—		—		—		5,250,815		5,250,815		—		—
Consumer		233		—		—		233		529,050		529,283		—		—
Total loans	$	223,750	$	158,134	$	875,879	$	1,257,763	$	142,404,254	$	143,662,017	$	—	$	1,240,963

At June 30, 2019 and December 31, 2018 there were no loans 90 days past due and still accruing interest. At June 30, 2019, the Bank had six loans onnon-accrual status with foregone interest in the amount of $40,505. At December 31, 2018, the Bank had ten loans onnon-accrual status with foregone interest in the amount of $36,054.

The Bank accounts for impaired loans under generally accepted accounting principles. An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. Loans are individually evaluated for impairment. When the Bank classifies a problem asset as impaired, it provides a specific reserve for that portion of the asset that is deemed uncollectible based on the present value of expected future cash flows discounted at the loan’s original effective interest rate, or based on the loan’s observable market price or fair value of the collateral if the loan is collateral dependent.

24

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

The following table is a summary of impaired loans for the three and six months ended June 30, 2019 and 2018 and the year ended and December 31, 2018:

							Three Months Ended				Six Months Ended
	Impaired Loans at June 30, 2019						June 30, 2019				June 30, 2019
			Unpaid				Average		Interest		Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized		Investment		Recognized
With no related allowance recorded:
One-to four-family	$	225,241	$	227,030	$	—	$	225,605	$	1,059	$	227,511	$	4,441
Home equity loans and lines of credit		46,080		46,080		—		46,080		668		47,043		1,408
Construction and land development		761,771		761,771		—		776,140		18,803		777,973		27,940
Nonresidential		2,092,072		2,478,956		—		2,099,470		16,537		2,106,982		32,869
With an allowance recorded:
One-to four-family	$	168,623	$	168,878	$	45,744	$	169,047	$	1,253	$	169,434	$	3,011
Home equity loans and lines of credit		43,203		43,203		1,415		43,759		—		44,517		1,543
Construction and land development		86,728		86,728		6,074		86,728		—		86,728		—
Total
One-to four-family	$	393,864	$	395,908	$	45,744	$	394,652	$	2,312	$	396,945	$	7,452
Home equity loans and lines of credit		89,283		89,283		1,415		89,839		668		91,560		2,951
Construction and land development		848,499		848,499		6,074		862,868		18,803		864,701		27,940
Nonresidential		2,092,072		2,478,956		—		2,099,470		16,537		2,106,982		32,869

							Three Months Ended				Six Months Ended
	Impaired Loans at June 30, 2018						June 30, 2018				June 30, 2018
			Unpaid				Average		Interest		Average		Interest
	Recorded		Principal		Related		Recorded		Income		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized		Investment		Recognized
With no related allowance recorded:
One-to four-family	$	549,886	$	607,886	$	—	$	610,003	$	7,919	$	612,497	$	17,260
Construction and land development		123,338		123,338		—		123,338		—		123,338		—
With an allowance recorded:
Home equity loans and lines of credit	$	65,785	$	65,785	$	20,162	$	66,223	$	997	$	67,559	$	2,226
Consumer		6,002		6,002		6,002		6,027		40		6,140		198
Total
One-to four-family	$	549,886	$	607,886	$	—	$	610,003	$	7,919	$	612,497	$	17,260
Home equity loans and lines of credit		65,785		65,785		20,162		66,223		997		67,559		2,226
Construction and land development		123,338		123,338		—		123,338		—		123,338		—
Consumer		6,002		6,002		6,002		6,027		40		6,140		198

25

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4.Credit Quality ofLoans and the Allowance for Loan Losses (Continued)

	December 31, 2018
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
With no related allowance recorded:
One-to four-family	$	585,047	$	650,982	$	—	$	622,738	$	22,214
Home equity loans and lines of credit		84,965		84,965		—		86,032		3,197
Nonresidential		484,223		872,655		—		847,383		26,452
With an allowance recorded:
Home equity loans and lines of credit	$	45,830	$	45,869	$	2,089	$	47,459	$	2,743
Construction and land development		86,728		86,728		6,074		87,542		3,916
Total
One-to four-family	$	585,047	$	650,982	$	—	$	622,738	$	22,214
Home equity loans and lines of credit		130,795		130,834		2,089		133,491		5,940
Construction and land development		86,728		86,728		6,074		87,542		3,916
Nonresidential		484,223		872,655		—		847,383		26,452

Impaired loans also include certain loans that have been modified in a troubled debt restructuring (a “TDR”) to make concessions to help a borrower remain current on the loan and/or to avoid foreclosure. These concessions typically result from the Bank’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Generally nonaccrual loans that are modified and are considered TDRs are classified as nonperforming at the time of the restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. A summary of TDRs at June 30, 2019 and December 31, 2018 are as follows:

June 30, 2019	Number of Contracts		Performing		Nonperforming		Total
One-to four-family		—	$	—	$	—	$	—
Home equity loans and lines of credit		1		43,203		—		43,203
Construction and land development		—		—		—		—
Nonresidential		—		—		—		—
Commercial		—		—		—		—
Consumer		—		—		—		—
		1	$	43,203	$	—	$	43,203
December 31, 2018	Number of Contracts		Performing		Nonperforming		Total
One-to four-family		1	$	—	$	120,380	$	120,380
Home equity loans and lines of credit		1		45,830		—		45,830
Construction and land development		—		—		—		—
Nonresidential		—		—		—		—
Commercial		—		—		—		—
Consumer		—		—		—		—
		2	$	45,830	$	120,380	$	166,210

The Bank had one TDR at June 30, 2019 totaling $43,203 and two TDRs at December 31, 2018 totaling $166,210. The Bank has no commitments to loan additional funds to borrowers whose loans have been modified. There were no nonperforming TDRs reclassified to nonperforming loans during the three and six months ended June 30, 2019 and 2018. A default is considered to have occurred once the TDR is past due 90 days or more, or it has been placed on nonaccrual. If loans modified in a TDR subsequently default, the Bank evaluates the loan for possible further impairment. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan.

26

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 5. Foreclosed Real Estate

At June 30, 2019 and December 31, 2018, the Bank had $845,000 and $865,000 in foreclosed real estate. The Bank did not dispose of any foreclosed real estate during the three and six months ended June 30, 2019 and June 30, 2018 and the twelve months ended December 31, 2018.

The following table summarizes changes in foreclosed real estate for the six months ended June 30, 2019 and 2018 and for the year ended December 31, 2018, which are measured on a nonrecurring basis using significant unobservable, Level 3, inputs:

	June 30,				December 31,
	2019		2018		2018
Balance, beginning of period	$	865,000	$	865,000	$	865,000
Transfer to foreclosed real estate		—		—		—
Proceeds from sale of foreclosed real estate		—		—		—
Gain (loss) on sale of foreclosed real estate		—		—		—
Write-down of foreclosed real estate		20,000		—		—
Balance, end of period	$	845,000	$	865,000	$	865,000

At June 30, 2019 there were no residential real estate loans in the process of foreclosure. At December 31, 2018 there were two residential real estate loans totaling $184,228 and one nonresidential real estate loan totaling $484,223 in the process of foreclosure. At June 30, 2019 and December 31, 2018, there were no residential real estate properties included in foreclosed real estate.

Note 6.    Deposits

Deposits are summarized as follows:

	June 30,		December 31,
	2019		2018
Noninterest-bearing demand	$	20,968,181	$	18,111,318
Interest-bearing demand		25,056,330		23,354,687
Money market		10,535,514		11,775,372
Savings		24,146,591		24,881,515
Certificates of deposit		77,069,789		75,627,343
Total deposits	$	157,776,405	$	153,750,235

Deposit accounts in the Bank are federally insured up to $250,000 per depositor. The aggregate amount of time deposits with balances of $250,000 or more totaled $10,889,063 and $11,415,706 at June 30, 2019 and December 31, 2018, respectively.

At June 30, 2019 certificates of deposit and their remaining maturities were as follows:

2020	$	29,875,663
2021		18,325,009
2022		14,524,576
2023		8,067,141
2024		6,277,400
	$	77,069,789

Deposit balances of officers and directors totaled $1,009,751 and $730,168 at June 30, 2019 and December 31, 2018, respectively.

27

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 7. Borrowings

The Bank has an agreement with the Federal Home Loan Bank of Atlanta (“FHLB”) that allows it to obtain advances secured by assets owned by the Bank. Total advances are limited to 25% of the Bank’s total assets. As of June 30, 2019 and December 31, 2018, the Bank had availability of $54,300,000 and $54,400,000, respectively, with FHLB. As of June 30, 2019 and December 31, 2018, the Bank pledged a portion of itsone-to four-family residential mortgages as collateral. The amount of loans that were deemed eligible to pledge as collateral totaled approximately $52,700,000 and $50,320,000 at June 30, 2019 and December 31, 2018, respectively. The Bank had no outstanding advances at June 30, 2019 and December 31, 2018.

The Bank also has a $2,000,000 secured federal funds line of credit available with another financial institution, for which no amounts were outstanding as of June 30, 2019 and December 31, 2018.

Note 8. Employee Stock Ownership Plan

In connection with the Bank’s mutual to stock conversion in September 2018, the Bank established the Chesapeake Bank of Maryland Employee Stock Ownership Plan (“ESOP”) for all eligible employees. The ESOP purchased 338,560 shares of Company common stock in the Company’s initial public offering at $10.00 per share with the proceeds of a ten (10) year loan from the Company. The Bank intends to make annual contributions to the ESOP that at a minimum will permit the ESOP to repay the principal and interest due on the ESOP debt. However, the Bank may prepay the principal of the note, partially or in full and without penalty or premium at any time and from time to time without prior notice to the holder. Dividends declared on Company common stock held by the ESOP and not allocated to the account of a participant can be used to repay the loan. As the ESOP loan is repaid, shares of Company common stock pledged as collateral for the loan are released from the loan suspense account for allocation to Plan participants on the basis of each active participant’s proportional share of compensation. Participants vest 100% in their ESOP allocations after three years of service. In connection with the implementation of the ESOP, participants were given credit for past service with the Bank for vesting purposes. Participants will become fully vested upon age 65, death or disability, a change in control, or termination of the ESOP. Generally, participants will receive distributions from the ESOP upon separation from service. The plan reallocates any unvested shares of common stock forfeited upon termination of employment among the remaining participants in the plan.

The ESOP compensation expense for the three and six months ended June 30, 2019 was $115,534 and $224,296, respectively. There was no ESOP compensation expense for the three and six months ended June 30, 2018. This amount represents the average fair market value of the shares of Company common stock allocated or committed to be released as of that date. The difference between the market price and the cost of shares committed to be released is recorded as an adjustment to additionalpaid-in capital. Dividends, if any, on allocated shares are recorded as a reduction of retained earnings and dividends, if any, on unallocated shares are recorded as a reduction of the debt service. At June 30, 2019, there were 304,704 shares not yet released having an aggregate market value of approximately $4,204,915.

Note 9. Stock Based Compensation

On May 14, 2019, the Board of Directors adopted the 2019 Equity Incentive Plan (“2019 Plan”), which was approved at the Annual Meeting of Stockholders. The 2019 Plan allows for up to 169,280 shares to be issued to employees, executive officers or Directors in the form of restricted stock, and up to 423,200 shares to be issued to employees, executive officers or Directors in the form of stock options. At June 30, 2019, there were 161,320 restricted stock awards granted and 368,300 stock option awards granted under the 2019 Plan.

Restricted Stock

The specific terms of each restricted stock award are determined by the Compensation Committee at the date of the grant. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the date of the grant. Participants will vest in their share awards at a rate of 20% per year over a five year period, beginning on the date of the plan share award. If service to the Company is terminated for any reason other than death, disability or change in control, the unvested share awards will be forfeited.

28

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 9. Stock Based Compensation (Continued)

The 2019 Equity Incentive Plan Trust (“Trust”) has been established to acquire, hold, administer, invest and make distributions from the Trust in accordance with provisions of the Plan and Trust. The Company will contribute sufficient funds to the Trust so that the Trust can acquire 169,280 shares of common stock which will be held in the Trust subject to the restricted stock award vesting requirements. At June 30, 2019, there were 133,323 shares remaining to be purchased for the Trust. The Plan provides that grants to each employee andnon-employee director shall not exceed 25% and 5% of the shares available under the Plan, respectively. Shares awarded tonon-employee directors in the aggregate shall not exceed 30% of the shares available under the Plan.

The following table presents a summary of the activity in the Company’s restricted stock for the six months ended June 30, 2019:

	Shares		Weighted Average Grant Date Fair Value
Nonvested at January 1, 2019		—	$	—
Granted		161,320		13.40
Vested		—		—
Forfeited		—		—
Nonvested at June 30, 2019		161,320	$	13.40
Fair value of vested shares	$	—

The following table outlines the vesting schedule of the nonvested restricted stock awards as of June 30, 2019:

Year Ending December 31,	Number of Restricted Shares
2019		—
2020		32,264
2021		32,264
2022		32,264
2023		32,264
2024		32,264
		161,320

The Company recorded compensation expense related to restricted stock awards of $56,855 during the three and six months ended June 30, 2019. No compensation expense was recorded for the three and six months ended June 30, 2018. As of June 30, 2019, there was $2,104,833 of total unrecognized compensation expense related to nonvested shares granted under the 2019 Plan. The cost is expected to be recognized over a weighted average period of 4.9 years.

Stock Options

Under the above 2019 Plan, stock options are granted to provide the Company’s directors and key employees with a proprietary interest in the Company as an as incentive to contribute to its success. The Board of Directors of the Company may grant options to eligible employees andnon-employee directors based on these factors. Plan participants will vest in their options at a rate of no more rapid than 20% per year over a five year period, beginning on the grant date of the option. Vested options will have an exercise period of ten years commencing on the date of grant. If service to the Company is terminated for any reason other than death, disability or change in control, the unvested options shall be forfeited. The Company recognizes compensation expense during the vesting period based on the fair value of the option on the date of the grant. The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table

29

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 9. Stock Based Compensation (Continued)

below. Expected volatilities are based on historical data. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of the options granted represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury rate equal to the expected term of the option at the time of the grant.

The fair value of options granted to date was determined using the following assumptions as of the grant date.

Expected Stock Price Volatility		17.08	%
Expected Dividend Yield		0.00	%
Expected Term (In Years)		7.0
Risk-Free Rate		2.30	%
Fair Value of Options Granted	$	3.35

The following tables summarize the Company’s stock option activity and related information for the six months ended June 30, 2019:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding at January 1, 2019		—	$	—
Granted		368,300		13.40		10.00
Vested		—				—
Forfeited		—				—
Outstanding at June 30, 2019		368,300	$	13.40		10.00
Fair value of vested shares	$	—

The Company recorded compensation expense related to stock options of $32,451 during the three and six months ended June 30, 2019. No compensation expense was recorded for the three and six months ended June 30, 2018 relating to stock options. As of June 30, 2019, there was $1,201,354 of total unrecognized compensation expense related to nonvested stock options granted under the plan. The cost is expected to be recognized over a weighted average period of 4.9 years. The intrinsic value of a stock option is the amount that the market value of the underlying stock exceeds the exercise price of the option. Based upon a fair market value of $13.80 at June 30, 2019, the options outstanding had an intrinsic value of $147,320.

Note 10. Stock Repurchases

On May 14, 2019, the Board of Directors authorized the repurchase of up to 169,280 shares of the Company’s outstanding common stock for the Trust. The repurchase program is equal to the number of restricted stock shares eligible to be granted in the 2019 Plan. The following table sets forth information in connection with repurchases of the Company’s shares of common stock during the period listed.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares That May Yet Be Purchased Under the Plan
May 14 – 31, 2019		2,822	$	13.69		2,822		166,458
June 1 – 30, 2019		33,135	$	13.85		35,957		133,323

30

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 11. Earnings Per Common Share

Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Net income available to common stockholders is net income to the Company. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating earnings per share until they are committed to be released. Basic earnings per share excludes dilution and is computed by dividing net income by weighted average number of common shares outstanding during the period. Dilutive earnings per share reflects the potential dilution that could occur if stock options were exercised and is computed by dividing net income by the dilutive weighted average number of common shares outstanding during the period. Because the mutual to stock conversion was not completed until September 2018, the earnings per share data are not presented for the three and six months ended June 30, 2018.

	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Net income	$	172,355	$	444,378
Weighted average common shares outstanding - basic		3,927,296		3,927,296
Weighted average common shares outstanding - dilutive		3,937,971		3,937,971
Earnings per common share, basic and diluted	$	0.04	$	0.11

Note 12. Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. These capital requirements were modified in 2013 with the Basel III capital rules, which establish a new comprehensive capital framework for U.S. banking organizations. The Bank became subject to the new rules on January 1, 2015, with aphase-in period for many of the new provisions which was fully phased in on January 1, 2019. As of June 30, 2019, the Company’s capital levels remained characterized as “well-capitalized” under the new rules. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certainoff-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital to Risk Weighted Assets and of Tier 1 Capital to Average Assets. Management believes, as of June 30, 2019 and December 31, 2018, all applicable capital adequacy requirements have been met.

The most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based capital, Tier 1 capital to risk-weighted assets, and Tier 1 capital to adjusted total assets, ratios. There have been no conditions or events since that notification that management believes have changed the Bank’s category.

31

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 12. Regulatory Capital Requirements (Continued)

The actual and required capital amounts and ratios of the Bank as of June 30, 2019 and December 31, 2018 were as follows (dollars in thousands):

	Actual					Minimum Regulatory Capital Ratios under Basel III					To Be Well Capitalized under Basel III
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(dollars in thousands)
As of June 30, 2019:
Common equity tier 1 capital (to risk-weighted assets)	$	40,628		30.35	%	$	8,700		>6.50	%	$	8,700		>6.50	%
Total risk-based capital (to risk-weighted assets)		41,952		31.34	%		13,385		>10.0	%		13,385		>10.0	%
Tier 1 capital (to risk-weighted assets)		40,628		30.35	%		10,708		>8.0	%		10,708		>8.0	%
Tier 1 capital (to average assets)		40,628		18.56	%		8,757		>4.0	%		10,947		>5.0	%
As of December 31, 2018:
Common equity tier 1 capital (to risk-weighted assets)	$	39,871		29.67	%	$	8,566		>6.375	%	$	8,734		>6.50	%
Total risk-based capital (to risk-weighted assets)		41,094		30.58	%		13,269		>9.875	%		13,437		>10.0	%
Tier 1 capital (to risk-weighted assets)		39,871		29.67	%		10,581		>7.875	%		10,749		>8.0	%
Tier 1 capital (to average assets)		39,871		18.45	%		8,643		>4.000	%		10,804		>5.0	%

Note 13. Fair Value Measurements

ASC Topic 820 provides a framework for measuring and disclosing fair value under GAAP. ASC Topic 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example,available-for-sale investment securities) or a nonrecurring basis (for example, impaired loans).

ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Bank utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securitiesavailable-for-sale is recorded at fair value on a recurring basis. Additionally, from time to time, the Bank may be required to record at fair value all other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

ASC Topic 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:

Level 1– Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market for the asset or liability, for substantially the full term of the financial instrument.

32

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note13. Fair Value Measurements (Continued)

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement and based on the Bank’s own assumptions about market participants’ assumptions.

The following is a description of the valuation methods used for instruments measured at fair value as the general classification of such instruments pursuant to the applicable valuation method.

Fair value measurements on a recurring basis

Securities available for sale – If quoted prices are available in an active market for identical assets, securities are classified within Level 1 of the hierarchy. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows and securities dare included within Level 2 of the hierarchy. As of June 30, 2019 and December 31, 2018 the Bank has categorized its investment securities available for sale as follows:

	Level 1		Level 2		Level 3		Total
June 30, 2019
Securities available for sale:
U.S. Government Agency and Federal Obligations	$	—	$	16,572,662	$	—	$	16,572,662
Residential mortgage-backed securities				24,010,657		—		24,010,657
Municipal Securities		—		1,536,745		—		1,536,745
December 31, 2018
Securities available for sale:
U.S. Government Agency and Federal Obligations	$	—	$	18,220,072	$	—	$	18,220,072
Residential mortgage-backed securities				17,744,986		—		17,744,986
Municipal Securities		—		1,482,365		—		1,482,365

Fair value measurements on a nonrecurring basis

Loans held for sale – The Bank’s loans held for sale are carried at the lower of cost or market. Fair value of loans held for sale is based upon outstanding investor commitments or, in the absence of such commitments, based on current investor yield requirements or third party pricing models and are considered Level 2.

Impaired loans – The Bank measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values. As of June 30, 2019 and December 31, 2018 the fair values consisted of loan balances of $3,423,718 and $1,286,793 that have been written down by $53,233 and $8,163, respectively, as a result of specific loan loss allowances.

Foreclosed real estate – The Bank’s foreclosed real estate is measured at fair value less estimated cost to sell. As of June 30, 2019 and December 31, 2018, the fair value of foreclosed real estate was estimated to be $845,000 and $865,000, respectively. Fair value was determined based on offers and/or appraisals. Cost to sell the real estate was based on standard market factors. The Bank has categorized its foreclosed real estate as Level 3.

33

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note13. Fair Value Measurements (Continued)

	Level 1		Level 2		Level 3		Total
June 30, 2019
Loans held for sale	$	—	$	—	$	—	$	—
Impaired loans		—		—		3,370,485		3,370,485
Foreclosed real estate		—		—		845,000		845,000
December 31, 2018
Loans held for sale	$	—	$	211,107	$	—	$	211,107
Impaired loans		—		—		1,278,630		1,278,630
Foreclosed real estate		—		—		865,000		865,000

The following table presents quantitative information about Level 3 fair value measurements for selected financial instruments measured at fair value on anon-recurring basis at June 30, 2019 and December 31, 2018:

	Fair Value		Value Technique(s)	Unobservable Inputs	Range or Rate Used
June 30, 2019
Impaired loans	$	3,370,485	Appraised value	Discount to reflect current market conditions		0.00%-48.96	%
			Discounted cash flows	Discount rates		3.28	%
Foreclosed real estate	$	845,000	Appraised value	Discount to reflect current market conditions		10.11	%
December 31, 2018
Impaired loans	$	1,278,630	Appraised value	Discount to reflect current market conditions		0.00%-7.00	%
			Discounted cash flows	Discount rates		4.55	%
Foreclosed real estate	$	865,000	Appraised value	Discount to reflect current market conditions		27.92	%

The remaining financial assets and liabilities are not reported on the balance sheet at fair value on a recurring basis. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

The estimated fair values of the Bank’s financial instruments, whether carried at cost or fair value are as follows:

			Fair Value Measurements at June 30, 2019 Using
	Carrying Value		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
	(dollars in thousands)
Financial assets:
Cash and cash equivalents	$	16,575	$	16,575	$	—	$	—	$	16,575
Time deposits in other banks		9,426		—		9,531		—		9,531
Securities available for sale		42,120		—		42,120		—		42,120
Federal Home Loan Bank stock		279		—		279		—		279
Loans held for sale		—		—		—		—		—
Loans, net (1)		143,265		—		—		144,974		144,974
Foreclosed real estate		845		—		—		845		845
Accrued interest receivable		752		—		752		—		752
Financial liabilities:
Deposits		157,776		—		140,749		—		140,749

(1) Carrying amount is net of unearned income and the allowance for loan losses. In accordance with the prospective adoption of ASUNo. 2016-01, the fair value of loans was measured using an exit price notion.

34

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note13. Fair Value Measurements (Continued)

			Fair Value Measurements at December 31, 2018 Using
	Carrying Value		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
	(dollars in thousands)
Financial assets:
Cash and cash equivalents	$	18,847	$	18,847	$	—	$	—	$	18,847
Time deposits in other banks		6,944		—		6,867		—		6,867
Securities available for sale		37,447		—		37,447		—		37,447
Federal Home Loan Bank stock		245		—		245		—		245
Loans held for sale		211		—		211		—		211
Loans, net (1)		142,320		—		—		141,563		141,563
Foreclosed real estate		865		—		—		865		865
Accrued interest receivable		696		—		696		—		696
Financial liabilities:
Deposits		153,750		—		136,090		—		136,090

(1) Carrying amount is net of unearned income and the allowance for loan losses. In accordance with the prospective adoption of ASUNo. 2016-01, the fair value of loans was measured using an exit price notion.

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

Statement Regarding Forward-Looking Statements

Overview

Management’s discussion and analysis of financial condition at June 30, 2019 and December 31, 2018 and results of operations for the three and six months ended June 30, 2019 and 2018 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing in Part I, Item1, of this quarterly report on Form10-Q.

This report contains forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward- looking statements can be identified by use of such words as “may,” “will,” “anticipate,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors and other conditions, which by their nature are not susceptible to accurate forecast, and are subject to significant uncertainty. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Prospectus dated August 7, 2018 (filed with the Securities and Exchange Commission on August 15, 2018), and in other periodic and current reports filed by the Company with the Securities and Exchange Commission. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward looking statements.

General

Chesapeake Bank of Maryland

Our business operations are conducted through Chesapeake Bank of Maryland, a federally chartered stock savings association headquartered in Baltimore County, Maryland. Prior to 1998 and the creation of a mutual holding company structure, Chesapeake Bank of Maryland or its predecessors had operated as thrift institutions since 1913. Chesapeake Bank of Maryland conducts business out of its main office located in Baltimore County, Maryland, and out of three branch offices located in Arbutus, Maryland, Bel Air, Maryland, and Pasadena, Maryland.

Chesapeake Bank of Maryland operates as a community-oriented institution by offering a variety of loan and deposit products and serving other financial needs of its local community. Chesapeake Bank of Maryland takes its corporate citizenship seriously and is committed to meeting the credit needs of the community, consistent with safe and sound operations.

Chesapeake Bank of Maryland’s business consists principally of attracting retail deposits from the general public in our market area and using those funds, together with funds generated from operations and borrowings, to originate loans secured by residential and nonresidential real estate. Nonresidential real estate loans, construction and land development loans and commercial loans constitute a significant percentage of the loan portfolio and, in that respect, Chesapeake Bank of Maryland’s lending operations are more diversified and have more risk than many traditional thrift institutions.

Chesapeake Bank of Maryland’s primary market area is the Baltimore Metropolitan Area and its surrounding counties. The economy of Chesapeake Bank of Maryland’s market area is diversified, with a mix of services, manufacturing, wholesale/retail trade and federal and local government. See “Business of Chesapeake Bank of Maryland - Market Area.”

Chesapeake Bank of Maryland is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency. Chesapeake Bank of Maryland is subject to Maryland banking laws except to the extent they are preempted by Federal law. Chesapeake Bank of Maryland is not regulated by the Maryland Commissioner of Financial Regulation.

36

CBM Bancorp, Inc.

CBM Bancorp, Inc. is a newly formed Maryland corporation. Following the completion of the conversion, reorganization and offering, CBM Bancorp became the holding company for Chesapeake Bank of Maryland.

Our executive offices are located at 2001 East Joppa Road, Baltimore, Maryland 21234, and our telephone number is (410)665-7600. Our website address iswww.chesapeakebank.com. Information on this website is not and should not be considered a part of this prospectus.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

On April 5, 2012, the Jumpstart Our Business Startups Act was signed into law. This Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represents our 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.

The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on Chesapeake Bank of Maryland’s past loan loss experience, known and inherent risks 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 revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are 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 pools of loans by loan category that are not considered impaired. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative risk factors.

37

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of the Comptroller of the Currency, as an integral part of their examination process, periodically reviews our allowance for loan losses. This agency may require us to recognize adjustments to the allowance based on judgments about information available to them at the time of their examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.

Deferred Tax Assets. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies, these assumptions require us to make judgments about future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

Realization of a deferred tax asset requires us to exercise significant judgment and is inherently uncertain because it requires the prediction of future occurrences. Valuation allowances are provided to reduce deferred tax assets to an amount that is more likely than not to be realized. In evaluating the need for a valuation allowance, we must estimate our taxable income in future years and the impact of tax planning strategies. If we were to determine that we would not be able to realize a portion of our net deferred tax asset in the future for which there is no valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period such determination was made. Conversely, if we were to make a determination that it is more likely than not that the deferred tax assets for which we had established a valuation allowance would be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded.

Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

38

Comparison of Financial Condition at June 30, 2019 and December 31, 2018

Total Assets. Total assets increased $5.5 million, or 2.55%, to $220.9 million at June 30, 2019 from $215.4 million at December 31, 2018. The increase in total assets was primarily due to a growth in time deposits in other banks and investment securities funded by a decrease in interest-bearing deposits in other banks and growth in deposits, as discussed in more detail below.

Cash and Cash Equivalents. Cash and cash equivalents decreased $2.3 million, or 12.17%, to $16.6 million at June 30, 2019 from $18.9 million at December 31, 2018. The decrease was primarily the result of cash and cash equivalents being diverted to time deposits in other banks and investment securities.

Time Deposits in Other Banks. Time deposits in other banks increased by $2.5 million, or 36.23%, to $9.4 million at June 30, 2019 from $6.9 million at December 31, 2018. This increase was due to investing in time deposits in other banks offset by maturities of time deposits in other banks.

Investment Securities. Investment securities increased $4.7 million, or 12.57%, to $42.1 million at June 30, 2019 from $37.4 million at December 31, 2018. The increase was due to purchases of $12.6 million offset by maturities, calls, and principal repayments of $8.7 million. At June 30, 2019 our investment securities are classified as available for sale.

Net Loans. Net loans increased $1.0 million, or 0.70%, to $143.3 million at June 30, 2019 from $142.3 million at December 31, 2018. Our construction and land development loans increased $530,000, or 6.44%, to $8.8 million at June 30, 2019 from $8.2 million at December 31, 2018. Our commercial loans increased $1.6 million, or 15.05%, to $6.9 million at June 30, 2019 from $5.3 million at December 31, 2018.

Bank-owned Life Insurance. We invest in bank-owned life insurance (“BOLI”) to provide us with a funding source for our benefit plan obligations. Bank-owned life insurance also generally provides us noninterest income that isnon-taxable. Federal regulations generally limit our investment in bank-owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses at the time of investment. This investment is accounted for using the cash surrender value method and is recorded at the amount that can be realized under the insurance policies at the balance sheet date. At June 30, 2019 and December 31, 2018, the aggregate cash surrender value of these policies was $4.6 million.

Deposits.Deposits increased $4.1 million, or 2.67%, to $157.8 million at June 30, 2019 from $153.7 million at December 31, 2018. Ournon-interest-bearing demand deposits increased $2.9 million, or 16.02%, to $21.0 million at June 30, 2019 from $18.1 million at December, 31, 2018. Our interest-bearing demand deposits increased $1.7 million, or 7.30%, to $25.0 million at June 30, 2018 from $23.3 million at December 31, 2018. Our certificates of deposit increased $1.5 million, or 1.98%, to $77.1 million at June 30, 2019 from $75.6 million at December 31, 2018. Our money market deposits decreased $1.2 million, or 10.17%, to $10.6 million at June 30, 2019 from $11.8 million at December 31, 2018. Our savings deposits decreased $735,000, or 2.95%, to $24.1 million at June 30, 2019 from $24.9 million at December 31, 2018.

Total Equity. Total equity increased by $761,000, or 1.26%, to $61.1 million at June 30, 2019 from $60.3 million at December 31, 2018. Factors relating to changes in stockholders’ equity include earnings of $444,000, an increase of $501,000 in other comprehensive income related to the interest fluctuations on the Company’s available for sale securities portfolio, an increase of $313,000 for the recording of stock-based compensation offset by the repurchase of $497,000 in common stock relating to the 2019 Equity Incentive Plan.

39

Average Balance Sheets

The following tables set forth average balance sheets, average yields and costs, and certain other information at the dates and for the periods indicated. No tax equivalent yield adjustments have been made, as the effects would immaterial. All average balances are daily average balances.Non-accrual loans were included in the computation of average balances of loans. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Loan balances exclude loans held for sale.

	For the Three Months Ended June 30,
	2019								2018
	Average					Average			Average					Average
	Outstanding					Yield/			Outstanding					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
	(Dollars in thousands)
Interest earning assets:
Loans	$	145,511		$	1,825		5.09	%	$	138,736		$	1,647		4.76	%
Federal funds sold and interest-bearing deposits in other banks		14,390			80		2.25	%		17,038			73		1.72	%
Time deposits in other banks		8,107			58		2.90	%		4,527			20		1.77	%
Investment securities		41,112			322		3.18	%		10,468			63		2.41	%
Federal Home Loan Bank stock		279			5		7.27	%		245			4		6.55	%
Total interest-earning assets		209,399			2,290		4.44	%		171,014			1,807		4.24	%
Non-interest-earning assets		9,704								9,445
Total assets	$	219,103							$	180,459
Interest bearing liabilities:
Interest-bearing demand	$	24,876		$	18		0.29	%	$	25,235		$	14		0.22	%
Money market		10,607			6		0.23	%		12,825			7		0.21	%
Savings		24,923			3		0.05	%		24,944			3		0.05	%
Certificates of deposit		76,731			320		1.69	%		76,122			205		1.08	%
Total interest-bearing liabilities		137,137			347		1.03	%		139,126			229		0.66	%
Non-interest-bearing liabilities		20,843								19,314
Total liabilities		157,980								158,440
Equity		61,123								22,019
Total liabilities and equity	$	219,103							$	180,459
Net interest income				$	1,943							$	1,578
Interest rate spread(1)							3.41	%							3.58	%
Net interest-earning assets(2)	$	72,262							$	31,888
Net interest margin(3)							3.76	%							3.70	%
Average interest-earning assets to average-interest bearing liabilities		152.69	%							122.92	%

(1) Interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3) Net interest margin represents net interest income divided by average interest-earning assets.

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	For the Six Months Ended June 30,
	2019								2018
	Average					Average			Average					Average
	Outstanding					Yield/			Outstanding					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
	(Dollars in thousands)
Interest earning assets:
Loans	$	144,513		$	3,552		4.96	%	$	139,088		$	3,293		4.77	%
Federal funds sold and interest-bearing deposits in other banks		14,833			167		2.27	%		15,856			126		1.60	%
Time deposits in other banks		7,629			109		2.88	%		4,716			35		1.50	%
Investment securities		40,816			634		3.13	%		10,369			126		2.45	%
Federal Home Loan Bank stock		264			8		6.11	%		244			7		5.79	%
Total interest-earning assets		208,055			4,470		4.33	%		170,273			3,587		4.25	%
Non-interest-earning assets		9,560								9,714
Total assets	$	217,615							$	179,987
Interest bearing liabilities:
Interest-bearing demand	$	24,105		$	31		0.26	%	$	25,682		$	28		0.22	%
Money market		11,103			12		0.22	%		13,073			14		0.21	%
Savings		25,036			6		0.05	%		24,878			6		0.05	%
Certificates of deposit		76,302			614		1.62	%		75,765			395		1.05	%
Total interest-bearing liabilities		136,546			663		0.98	%		139,398			443		0.64	%
Non-interest-bearing liabilities		20,128								18,675
Total liabilities		156,674								158,073
Equity		60,941								21,914
Total liabilities and equity	$	217,615							$	179,987
Net interest income				$	3,807							$	3,144
Interest rate spread(1)							3.35	%							3.61	%
Net interest-earning assets(2)	$	71,509							$	30,875
Net interest margin(3)							3.69	%							3.72	%
Average interest-earning assets to average-interest bearing liabilities		152.37	%							122.15	%

(1) Interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3) Net interest margin represents net interest income divided by average interest-earning assets.

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Comparison of Operating Results for the Three Months Ended June 30, 2019 and June 30, 2018

General. Net income was $172,000 for the three months ended June 30, 2019 compared to $217,000 for the three months ended June 30, 2018. The decrease was due to an increasenon-interest expense of $401,000, or 28.96%, to $1.8 million for the three months ended June 30, 2019 from $1.4 million for the three months ended June 30, 2018 offset by an increase in net interest income after provision of $380,000, or 25.28%, to $1.9 million for the three months ended June 30, 2019 from $1.5 million for the three months ended June 30, 2018.

Interest Income. Interest and dividend income increased $483,000, or 26.73%, to $2.3 million for the three months ended June 30, 2019 from $1.8 million for the three months ended June 30, 2018. The increase in interest income was due primarily to the increase in average interest-earning assets for the three months ended June 30, 2019 compared to the average interest-earning assets for the three months ended June 30, 2018.

Interest and fees on loans increased $178,000, or 10.81%, to $1.8 million for the three months ended June 30, 2019 from $1.6 million for the three months ended June 30, 2018. The increase was primarily due to an increase in the average balance of our loans as well as an increase in the average yield on our loans. Our average balance of loans increased $6.8 million, or 4.90%, to $145.5 million for the three months ended June 30, 2019 from $138.7 million for the three months ended June 30, 2018. Our average yield on loans increased 33 basis points to 5.09% for the three months ended June 30, 2019 from 4.76% for the three months ended June 30, 2018, as lower-yielding loans have been repaid or refinanced and replaced with higher-yielding loans as well as the collection of nonaccrual interest and fees on past due loan relationships that were resolved in the second quarter of 2019.

Interest and dividends on interest-bearing deposits in other banks, time deposits in other banks, and investments increased $305,000 to $465,000 for the three months ended June 30, 2019 from $160,000 for the three months ended June 30, 2018. The average balances on interest-bearing deposits in other banks, time deposits in other banks and investments increased $31.1 million to $63.9 million for the three months ended June 30, 2019 from $32.3 million for the three months ended June 30, 2018 and this increase in the average balances was driven primarily by the net proceeds received from the stock offering. The average rate we earned on interest-bearing deposits in other banks, time deposits in other banks and investments increased 94 basis points to 2.95% for the three months ended June 30, 2019 from 2.01% for the three months ended June 30, 2018 primarily due to our interest-bearing deposits in other banks repricing due to federal funds rate increases as well as increases in interest rates on the purchases of higher yielding time deposits in other banks and increases in interest rates on the purchases of higher yielding investment securities.

Interest Expense. Interest expense increased $118,000, or 51.53%, to $347,000 for the three months ended June 30, 2019 from $229,000 for the three months ended June 30, 2018. Our average balance of interest-bearing liabilities decreased $2.0 million, or 1.44%, to $137.1 million for the three months ended June 30, 2019 from $139.1 million for the three months ended June 30, 2018. The decrease was due primarily to a reduction in balances of money market accounts offset by an increase in our certificates of deposit. Our average rate paid on interest-bearing deposits increased 37 basis points to 1.03% for the three months ended June 30, 2019 from 0.66% for the three months ended June 30, 2018 primarily due to an increase in the average rate paid on certificates of deposit.

Net Interest Income. Net interest income increased $365,000, or 23.13%, to $1.9 million for the three months ended June 30, 2019 from $1.6 million for the three months ended June 30, 2018, primarily as the result of a higher balance of net interest-earning assets, which represents total interest–earning assets less total interest–bearing liabilities, offset by a lower net interest rate spread. Our average net interest-earning assets increased by $40.4 million to $72.3 million for the three months ended June 30, 2019 from $31.9 million for the three months ended June 30, 2018, due primarily to our growth in time deposits in other banks and investments described above. Our net interest rate spread decreased by 17 basis points to 3.41% for the three months ended June 30, 2019 from 3.58% for the three months ended June 30, 2018 and our net interest margin increased by two basis points to 3.76% for the three months ended June 30, 2019 from 3.74% for the three months ended June 30, 2018.

Provisions for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses in our loan portfolio that are both probable and reasonably estimable at the date of the financial statements. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due

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andnon-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. The allowance for loan losses is assessed on a quarterly basis and provisions are made for loan losses as required in order to maintain the allowance.

Provision for loan losses decreased by $15,000, or 20.00%, to $60,000 for the three months ended June 30, 2019 from a provision for loan losses for the three months ended June 30, 2018 of $75,000. We recorded net charge-offs of $50,000 for each of the three months ended June 30, 2019 and 2018.Non-performing loans totaled $929,000 at June 30, 2018 compared to $673,000 million at June 30, 2018. The increase of $256,000 innon-performing loans was the result of an increase of $484,000 innon-performing nonresidential loans offset by a decrease of $238,000 innon-performingone-to four-family loans. Ournon-performing loans to total loans increased to 0.64% at June 30, 2019 from 0.48% at June 30, 2018. We have provided for losses that are probable and reasonably estimable at June 30, 2019.

Non-interest Income.Non-interest income decreased by $40,000, or 27.59%, to $105,000 for the three months ended June 30, 2019 from $145,000 for the three months ended June 30, 2018. The decrease was primarily due to the decrease of $39,000 in gain on sale of loans to $19,000 for the three months ended June 30, 2019 from $58,000 for the three months ended June 30, 2018.

Non-interest Expense.Non-interest expense increased by $401,000, or 28.96%, to $1.8 million for the three months ended June 30, 2019 from $1.4 million for the three months ended June 30, 2018. Salaries, director fees and employee benefits increased $249,000, or 31.24%, to $1.0 million for the three months ended June 30, 2019 from $797,000 for the three months ended June 30, 2018 due primarily to the recording of $205,000 in stock-based compensation expense relating to the ESOP and 2019 Equity Incentive Plan. Professional fees increased $80,000, or 97.56%, to $162,000 for the three months ended June 30, 2019 from $82,000 for the three months ended June 30, 2018 primarily due to increased consulting fees relating to information technology system enhancements, the increased expenses relating to reporting requirements associated with the Company’s public company status offset by a recovery of legal fee expenses relating to past due loan relationships that were resolved in the second quarter of 2019. Marketing expenses increased $11,000, or 28.95%, to $49,000 for the three months ended June 30, 2019 compared to $38,000 for the three months ended June 30, 2018 primarily due to marketing outlays to generate organic growth and investments in new products and services. Provision for losses and costs on foreclosed real estate increased by $20,000 to $26,000 for the three months ended June 30, 2019 from $6,000 for the three months ended June 30, 2018 due to a writedown in the valuation of the foreclosed real estate to its current fair market value. Other operating expenses increased by $49,000, or 32.03%, to $202,000 for the three months ended June 30, 2019 from $153,000 for the three months ended June 30, 2018 primarily due to an increase in insurance costs as well as an increase in software maintenance costs.

Income Tax Expense. Income tax expense decreased by $17,000, or 23.29%, to $56,000 for the three months ended June 30, 2019 from $73,000 for the three months ended June 30, 2018. The effective tax rate was 24.46% and 25.30% for the three months ended June 30, 2019 and 2018, respectively. The decrease in tax expense was the result of a decrease in income before income taxes of $108,000 to $228,000 for the three months ended June 30, 2019 from $290,000 for the three months ended June 30, 2018.

Comparison of Operating Results for the Six Months Ended June 30, 2019 and June 30, 2018

General. Net income was $444,000 for the six months ended June 30, 2019 compared to $473,000 for the six months ended June 30, 2018. The decrease was due primarily to an increase innon-interest expense and a decrease innon-interest income offset by an increase in net interest income.Non-interest expenses increased by $595,000, or 22.33%, to $3.3 million for the six months ended June 30, 2019 compared to $2.7 million for the six months ended June 30, 2018.Non-interest income decreased $100,000, or 33.67%, to $197,000 for the six months ended June 30, 2019 compared to $297,000 for the six months ended June 30, 2018. Net interest income increased $664,000, or 21.12%, to $3.8 million for the six months ended June 30, 2019 from $3.1 million for the six months ended June 30, 2018.

Interest Income. Interest and dividend income increased $883,000, or 24.62%, to $4.5 million for the six months ended June 30, 2019 from $3.6 million for the six months ended June 30, 2018. The increase in interest income was due primarily to the increase in average interest-earning assets for the six months ended June 30, 2019 compared to the average interest earnings assets for the six months ended June 30, 2018.

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Interest and fees on loans increased $259,000, or 7.87%, to $3.6 million for the six months ended June 30, 2019 from $3.3 million for the six months ended June 30, 2018. The increase was primarily due to an increase in the average balance of our loans as well as an increase in the average yield on our loans. Our average balance of loans increased $5.4 million, or 3.88%, to $144.5 million for the six months ended June 30, 2019 from $139.1 million for the six months ended June 30, 2018. Our average yield on loans increased 19 basis points to 4.96% for the six months ended June 30, 2019 from 4.77% for the six months ended June 30, 2018, as lower-yielding loans have been repaid or refinanced and replaced with higher-yielding loans as well as the collection of nonaccrual interest and fees on past due loan relationships that were resolved in the six months ended June 30, 2019.

Interest and dividends on interest-bearing deposits in other banks, time deposits in other banks, and investments increased $624,000 to $918,000 for the six months ended June 30, 2019 from $294,000 for the six months ended June 30, 2018. The average balances on interest-bearing deposits in other banks, time deposits in other banks and investments increased $32.3 million to $63.5 million for the six months ended June 30, 2019 from $31.2 million for the six months ended June 30, 2018. The average rate we earned on interest-bearing deposits in other banks, time deposits in other banks and investments increased 101 basis points to 2.91% for the six months ended June 30, 2019 from 1.90% for the six months ended June 30, 2018 primarily due to our interest-bearing deposits in other banks repricing due to federal funds rate increases as well as increases in interest rates on the purchases of higher yielding time deposits in other banks and increases in interest rates on the purchases of higher yielding investment securities.

Interest Expense. Interest expense increased $220,000, or 49.66%, to $663,000 for the six months ended June 30, 2019 from $443,000 for the six months ended June 30, 2018. Our average balance of interest-bearing liabilities decreased $2.9 million, or 2.08%, to $136.5 million for the six months ended June 30, 2019 from $139.4 million for the six months ended June 30, 2018. Our average rate paid on interest-bearing deposits increased 34 basis points to 0.98% for the six months ended June 30, 2019 from 0.64% for the six months ended June 30, 2018 primarily due to an increase in the average rate paid on certificates of deposit.

Net Interest Income. Net interest income increased $664,000, or 21.12%, to $3.8 million for the six months ended June 30, 2019 from $3.2 million for the six months ended June 30, 2018, primarily as the result of a higher balance of net interest-earning assets, which represents total interest–earning assets, less total interest–bearing liabilities offset by a lower net interest rate spread and net interest margin. Our average net interest-earning assets increased by $40.6 million to $71.5 million for the six months ended June 30, 2019 from $30.9 million for the six months ended June 30, 2018. Our net interest rate spread decreased by 26 basis points to 3.35% for the six months ended June 30, 2019 from 3.61% for the six months ended June 30, 2018 and our net interest margin decreased by three basis points to 3.69% for the six months ended June 30, 2019 from 3.72% for the six months ended June 30, 2018.

Provisions for Loan Losses. Provision for loan losses remained constant at $150,000 for the six months June 30, 2019 and 2018. We recorded net charge-offs of $50,000 for each of the six months ended June 30, 2019 and 2018.Non-performing loans totaled $929,000 at June 30, 2019 compared to $673,000 million at June 30, 2018. The increase of $256,000 innon-performing loans was the result of an increase of $484,000 innon-performing nonresidential loans offset by a decrease of $238,000 innon-performingone-to four-family loans. Ournon-performing loans to total loans increased to 0.64% at June 30, 2019 from 0.48% at June 30, 2018. We have provided for losses that are probable and reasonably estimable at June 30, 2019.

Non-interest Income.Non-interest income decreased by $100,000, or 33.67%, to $197,000 for the six months ended June 30, 2019 from $296,000 for the six months ended June 30, 2018. The decrease was primarily due to decreases of $10,000 and $90,000 in service fees on deposit accounts and gain on sale of loans, respectively.

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Non-interest Expense.Non-interest expense increased by $595,000, or 22.33%, to $3.3 million for the six months ended June 30, 2019 from $2.7 million for the six months ended June 30, 2018. Salaries, director fees and employee benefits increased $354,000, or 22.43%, to $1.9 million for the six months ended June 30, 2019 from $1.6 million for the six months ended June 30, 2018 due primarily to the recording of $314,000 in stock-based compensation expense relating to the ESOP and 2019 Equity Incentive Plan. Professional fees increased $126,000, or 79.25%, to $285,000 for the six months ended June 30, 2019 from $159,000 for the six months ended June 30, 2018 primarily due to increased consulting fees relating to information technology system enhancements, the increased expenses relating to reporting requirements associated with the Company’s public company status offset by a recovery of legal fee expenses relating to past due loan relationships that were resolved in the second quarter of 2019. Provision for losses and costs on foreclosed real estate increased by $26,000 to $29,000 for the six months ended June 30, 2019 from $3,000 for the six months ended June 30, 2018 primarily due to a writedown in the valuation of the foreclosed real estate to its current fair market value. Other operating expenses increased by $82,000, or 27.52%, to $380,000 for the six months ended June 30, 2019 from $295,000 for the six months ended June 30, 2018 primarily due to an increase in insurance costs as well as an increase in software maintenance costs.

Income Tax Expense. Income tax expense decreased by $3,000, or 1.95%, to $151,000 for the six months ended June 30, 2019 from $154,000 for the six months ended June 30, 2018. The effective tax rate was 25.39% and 24.52% for the six months ended June 30, 2019 and 2018, respectively. The decrease in tax expense was the result of a decrease in income before income taxes of $30,000, or 4.79%, to $596,000 for the six months ended June 30, 2019 from $626,000 for the six months ended June 30, 2018.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to funds current and planned expenditures. Our primary sources of funds are deposits and, principal and interest payments on loans and securities. We also have the ability to borrow funds from the Federal Home Loan Bank of Atlanta, and we have credit availability with a correspondent bank. 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.

The Board of Directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of June 30, 2019.

We monitor and adjust our investments in liquid assets based upon our assessments 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 securities.

Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-bearing deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At June 30, 2019, cash and cash equivalents totaled $16.6 million, which included, $1.1 million in cash and due from banks and interest-bearing deposits in other banks of $15.5 million. Time deposits in other banks and securities classified asavailable-for-sale, which provide additional sources of liquidity, totaled $9.4 million and $42.1 million, respectively at June 30, 2019.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $1.1 million and $1.2 million for the six months ended June 30, 2019 and 2018, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchases of securities, offset by principal collections on loans, proceeds from maturing securities andpay-downs on mortgage-backed securities was $7.5 million and $224,000 for the six months ended June 30, 2019 and 2018, respectively. Net cash provided by financing activities, consisting of activities in deposit accounts and repurchases of common stock was $4.2 million and $6.0 million for the six months ended June 30, 2019 and 2018, respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within

45

one year of June 30, 2019 totaled $29.9 million, or 18.95%, of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

We are subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets andoff-balance sheet items to broad risk categories. At June 30, 2019, Chesapeake Bank of Maryland exceeded all regulatory capital requirements and was considered “well capitalized” under regulatory guidelines. See “Historical and Pro Forma Regulatory Capital Compliance.”

Off-Balance Sheet Arrangements

As a financial services provider, we routinely are a party to various financial instruments withoff-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At June 30, 2019, we had outstanding commitments to originate loans of $20.4 million. We anticipate that we will have sufficient funds available to meet our current lending commitments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information relating to this item.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule12a-15(e) and15d-15(e) under the Exchange Act) as of the end of the period covered by the quarterly report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

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Part II – OTHER INFORMATION

Item 1 – Legal Proceedings

The Company was not involved in any pending legal proceedings. The Bank is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. The Company’s management believes that such routine legal proceedings, in the aggregate, are immaterial to the Company’s consolidated financial condition and results of operations.

Item 1A – Risk Factors

Not required for smaller reporting companies.

Item 2 - Unregistered Sales of Equity Securities and Use or Proceeds

For information regarding stock repurchases during the quarter ended June 30, 2019, see Note 10 of Notes to Consolidated Financial Statements which is incorporated by reference.

Item 3 – Defaults Upon Senior Securities

None

Item 4 – Mine Safety Disclosures

Not applicable

Item 5 – Other Information

None

Item 6 – Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certification of principal executive officer
31.2	Rule13a-14(a)/15d-14(a) Certification of principal financial officer
32.0	Section 1350 Certifications
101.0	The following materials from the Company’s Quarterly Report on Form10-Q for the quarter ended June 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.

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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.

		CBM BANCORP, INC.
Dated: August 14, 2019	By:	/s/ Joseph M. Solomon
		Joseph M. Solomon
		President
		(principal executive officer)
Dated: August 14, 2019	By:	/s/ Jodi L. Beal
		Jodi L. Beal
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

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