Severn Bancorp (SVBI) 10-Q 2016 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-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, 2016

or

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

For the transition period from   to .

Commission File Number 0-49731

SEVERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-1726127
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
200 Westgate Circle, Suite 200  Annapolis, Maryland	21401
(Address of principal executive offices)	(Zip Code)

410-260-2000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and formal 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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☑   No  ☐

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

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

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

Number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of the close of business on August 11, 2016: 12,104,379 shares.

SEVERN BANCORP, INC. AND SUBSIDIARIES

Table of Contents

PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition as of June 30, 2016 and December 31, 2015	1
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2016 and 2015	2
	Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2016 and 2015	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015	4
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	55
SIGNATURES		56

i

PART I– FINANCIAL INFORMATION

Item 1. Financial Statements

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

(dollars in thousands, except per share amounts)

	June 30, 2016		December 31, 2015
ASSETS
Cash and due from banks	$	38,976	$	28,366
Interest-bearing deposits in other banks		7,786		15,225
Federal funds sold		1,913		-
Cash and cash equivalents		48,675		43,591
Investment securities held to maturity (fair value: $73,987 at June 30, 2016; $76,310 at December 31, 2015)		72,580		76,133
Loans held for sale		13,380		13,203
Loans receivable, net of allowance for loan losses of $8,804 and $8,758, respectively		609,096		589,656
Premises and equipment, net		24,007		24,290
Foreclosed real estate		1,112		1,744
Federal Home Loan Bank stock, at cost		5,995		5,626
Deferred Tax Asset		11,239		-
Accrued interest receivable and other assets		8,058		7,836
Total assets	$	794,142	$	762,079
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits	$	539,677	$	523,771
Short-term borrowings		10,000		-
Long-term borrowings		115,000		115,000
Subordinated debentures		24,119		24,119
Accrued interest payable and other liabilities		5,825		12,733
Total liabilities		694,621		675,623
Stockholders’ Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized:
Preferred stock series “A”, 437,500 shares issued and outstanding; $3,500 liquidation preference		4		4
Preferred stock series “B”, 13,393 and 23,393 shares issued and outstanding; and $13,393 and $23,393 liquidation preference, respectively		-		-
Common stock, $0.01 par value, 20,000,000 shares authorized; 12,104,379 and 10,088,879 shares issued and outstanding, respectively		121		101
Additional paid-in capital		77,055		76,335
Retained earnings		22,341		10,016
Total stockholders' equity		99,521		86,456
Total liabilities and stockholders' equity	$	794,142	$	762,079

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

1

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(dollars in thousands, except per share data)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015
Interest Income
Loans, including fees	$	7,261		$	7,446		$	14,368		$	14,992
Securities, taxable		299			241			610			474
Other		82			92			168			173
Total interest income		7,642			7,779			15,146			15,639
Interest Expense
Deposits		1,004			1,019			1,983			2,023
Long-term/short-term borrowings and subordinated debentures		1,097			1,224			2,387			2,421
Total interest expense		2,101			2,243			4,370			4,444
Net interest income		5,541			5,536			10,776			11,195
Provision for loan losses		100			100			100			200
Net interest income after provision for loan losses		5,441			5,436			10,676			10,995
Non-interest Income
Mortgage banking activities		340			949			1,032			1,419
Real estate commissions		673			491			791			598
Real estate management fees		185			167			350			325
Other		645			725			891			890
Total non-interest income		1,843			2,332			3,064			3,232
Non-Interest Expenses
Compensation and related expenses		3,814			4,091			7,450			7,901
Occupancy		449			453			901			878
Legal		6			67			136			129
Foreclosed real estate, net		98			52			143			(13	)
FDIC assessments and regulatory expense		164			292			294			610
Professional fees		235			235			407			501
Advertising		208			201			341			343
Online charges		243			198			500			407
Credit report and appraisal fees		229			346			332			476
Other		557			433			1,048			729
Total non-interest expenses		6,003			6,368			11,552			11,961
Income before income tax (benefit) provision		1,281			1,400			2,188			2,266
Income tax (benefit) provision		(11,194	)		35			(11,194	)		36
Net income		12,475			1,365			13,382			2,230
Amortization of discount on preferred stock		(67	)		(67	)		(135	)		(135	)
Dividends on preferred stock		(396	)		(526	)		(922	)		(1,053	)
Net income available to common stockholders	$	12,012		$	772		$	12,325		$	1,042
Basic income per share	$	1.02		$	0.08		$	1.13		$	0.10
Diluted income per share	$	1.02		$	0.08		$	1.12		$	0.10

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

2

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

 (dollars in thousands)

Six Months Ended June 30, 2016

	Preferred Stock		Common Stock		Additional  Paid-In Capital			Retained Earnings			Total Stockholders’ Equity
Balance - December 31, 2015	$	4	$	101	$	76,335		$	10,016		$	86,456
Net Income		-		-		-			13,382			13,382
Stock issuance (2,015,500 shares) net of expenses of $575				20		10,490						10,510
Stock-based compensation		-		-		95			-			95
Dividend declared on Series A preferred stock		-		-		-			(70	)		(70	)
Stock redemption on Series B preferred stock (10,000 shares)		-		-		(10,000	)		-			(10,000	)
Dividend declared on Series B preferred stock		-		-		-			(852	)		(852	)
Amortization of discount on
Series B preferred stock warrants						135			(135	)		-
Balance – June 30, 2016	$	4	$	121	$	77,055		$	22,341		$	99,521

Six Months Ended June 30, 2015

	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings			Total Stockholders’ Equity
Balance - December 31, 2014	$	4	$	101	$	75,848	$	7,857		$	83,810
Net Income		-		-		-		2,230			2,230
Stock-based compensation		-		-		62		-			62
Dividend declared on Series B preferred stock		-		-		-		(1,053	)		(1,053	)
Amortization of discount on Series B preferred stock warrants						135		(135	)		-
Exercised Options (21,500 shares)		-		-		96					96
Balance – June 30, 2015	$	4	$	101	$	76,141	$	8,899		$	85,145

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

3

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

	For the Six Months Ended June 30,
	2016			2015
Cash Flows from Operating Activities
Net income	$	13,382		$	2,230
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred loan fees		(592	)		(623	)
Net amortization of premiums and discounts		214			184
Provision for loan losses		100			200
Provision for depreciation		571			564
Provision for losses on foreclosed real estate		133			-
Gain on sale of loans		(1,033	)		(1,419	)
Gain on sale of foreclosed real estate		(46	)		(82	)
Proceeds from loans sold to others		61,428			76,538
Loans originated for sale		(60,572	)		(80,899	)
Stock-based compensation expense		95			62
Deferred income tax benefit		(11,239	)		-
(Increase) decrease in accrued interest receivable and other assets		(222	)		1,245
(Decrease) increase in accrued interest payable and other liabilities		(358	)		2,909
Net cash provided by operating activities		1,861			909
Cash Flows from Investing Activities
Purchase of investment securities held to maturity		(4,562	)		(20,661	)
Proceeds from maturing investment securities held to maturity		5,000			2,000
Principal collected on mortgage-backed securities held to maturity		2,901			1,269
Net (increase) decrease in loans		(20,025	)		29,519
Proceeds from sale of foreclosed real estate		1,622			1,844
Investment in premises and equipment		(288	)		(170	)
(Purchase) redemption of FHLB stock		(369	)		310
Net cash (used in) provided by investing activities		(15,721	)		14,111

4

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) CONTINUED

(dollars in thousands)

	For the Six Months Ended June 30,
	2016			2015
Cash Flows from Financing Activities
Net increase in deposits		15,906			298
Net increase in short-term borrowings		10,000			-
Series A preferred stock dividends		(70	)		-
Series B preferred stock dividends		(7,402	)		-
Stock redemption of Series B preferred stock		(10,000	)		-
Net proceeds from common stock issuance		10,510			-
Proceeds from exercise of options		-			96
Net cash provided by financing activities		18,944			394

Increase in cash and cash equivalents		5,084		15,414
Cash and cash equivalents at beginning of year		43,591		33,335
Cash and cash equivalents at end of period	$	48,675	$	48,749
Supplemental disclosure of cash flows information:
Cash paid (received) during period for:
Interest	$	7,099	$	3,979
Income taxes	$	-	$	(301	)
Transfer of loans to foreclosed real estate	$	1,077	$	1,907

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

5

         SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 -  Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Severn Bancorp, Inc. (“Bancorp”), and its wholly-owned subsidiaries, SBI Mortgage Company and SBI Mortgage Company’s subsidiary, Crownsville Development Corporation, and its subsidiary, Crownsville Holdings I, LLC, and Severn Savings Bank, FSB (the “Bank”), and the Bank’s subsidiaries, Louis Hyatt, Inc., Homeowners Title and Escrow Corporation, Severn Financial Services Corporation, SSB Realty Holdings, LLC, SSB Realty Holdings II, LLC, and HS West, LLC.  All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements.

Note 2 -  Basis of Presentation

Bancorp follows accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB”.  The FASB sets generally accepted accounting principles in the United States (“GAAP”) that Bancorp follows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as the Codification or ASC.

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q.  Accordingly, they do not include all of the disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods presented have been made. Such adjustments were of a normal recurring nature.  The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016 or any other interim period.  The unaudited consolidated financial statements for the six months ended June 30, 2016 should be read in conjunction with the audited consolidated financial statements and related notes, which were included in Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  These consolidated financial statements consider events that occurred through the date the consolidated financial statements were issued.

Note 3 -  Cash Flow Presentation

In the statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks, Federal Home Loan Bank of Atlanta (“FHLB Atlanta”) overnight deposits, and federal funds sold. Generally, federal funds are sold for one-day periods.

Note 4 – Reclassifications

Amounts in the prior year’s consolidated financial statements have been reclassified whenever necessary to conform to the current year’s presentation.  Such reclassifications had no impact on net income.

6

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 5 -  Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding for each period.  Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued.  Potential common shares that may be issued by Bancorp relate to outstanding stock options, warrants, and convertible preferred stock, and are determined using the treasury stock method.

Not included in the diluted earnings per share calculation for the three and six month periods ended June 30, 2016 because they were anti-dilutive, were 111,500 shares of common stock issuable upon exercise of outstanding stock options, 556,976 shares of common stock issuable upon the exercise of a warrant and 437,500 shares of common stock issuable upon conversion of Bancorp’s Series A Preferred Stock.  Not included in the diluted earnings per share calculation for the three and six month periods ended June 30, 2015, because they were anti-dilutive, were 149,500 shares of common stock issuable upon exercise of outstanding stock options, 556,976 shares of common stock issuable upon the exercise of a warrant and 437,500 shares of common stock issuable upon conversion of Bancorp’s Series A Preferred Stock

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Common shares – weighted average (basic)		11,772,195		10,088,549		10,930,537		10,078,923
Common share equivalents – weighted average		55,447		24,746		47,788		23,298
Common shares – weighted average (diluted)		11,827,642		10,113,295		10,978,325		10,102,221

Note 6 -  Guarantees

Bancorp does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit.  See Note 10.

Note 7 -  Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary actions by the regulators that, if undertaken, could have a direct material effect on Bancorp’s consolidated financial statements.

As of June 30, 2016, Bancorp’s reservable liability was below the threshold established by the Federal Reserve Bank and therefore, Bancorp was not required to maintain reserves (in the form of deposits with the Federal Reserve Bank or a correspondent bank on behalf of the Federal Reserve Bank.)

Federal banking agencies have adopted proposals that have substantially amended the regulatory capital rules applicable to Bancorp and the Bank.  The amendments implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.  The amended rules establish new higher capital ratio requirements, narrow the definitions of capital, impose new operating restrictions on banking organizations with insufficient capital buffers and increase the risk weighting of certain assets.  The amended rules were effective with respect to Bancorp and the Bank in January 2015, with certain requirements to be phased in beginning in 2016.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

7

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 7 -  Regulatory Matters – Continued

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).

As of June 30, 2016, the most recent notification from the regulators 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, Tier 1 risk-based, Common Equity Tier 1 and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category. The Bank’s actual capital amounts and ratios are also presented in the table below.

Under the final capital rules that became effective on January 1, 2015, there is a requirement for a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer will become subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases or for the payment of discretionary bonuses to senior executive management. The capital buffer requirement is being phased in over three years beginning in 2016. We have included the 0.625% increase for 2016 in our minimum capital adequacy ratios in the table below. The capital buffer requirement effectively raises the minimum required common equity Tier 1 capital ratio to 7.0%, the Tier 1 capital ratio to 8.5%, and the total capital ratio to 10.5% on a fully phased-in basis on January 1, 2019. Management believes that, as of June 30, 2016, the Bank meets all capital adequacy requirements under the Basel III Capital Rules, including the capital conservation buffer, on a fully phased-in basis as if all such requirements were currently in effect.

	Actual					For Capital Adequacy Purposes					Minimum Capital Adequacy with Capital Buffer					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		%			Amount		%			Amount		%			Amount		%
	(dollars in thousands)
June 30, 2016
Tangible (1)	$	109,289		14.3	%	$	11,477		1.5	%		N/A		N/A			N/A		N/A
Tier 1 capital (2)		109,289		18.5	%		35,428		6.0	%	$	39,118		6.6	%	$	47,237		8.0	%
Common Equity Tier 1 (2)		109,289		18.5	%		26,571		4.5	%		30,261		5.1	%		38,380		6.5	%
Leverage (1)		109,289		14.3	%		30,604		4.0	%		35,386		4.6	%		38,255		5.0	%
Total (2)		116,727		19.8	%		47,237		8.0	%		50,927		8.6	%		59,046		10.0	%

(1) To adjusted total assets.

(2) To risk-weighted assets.

8

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 8 -  Stock-Based Compensation

Bancorp has a stock-based compensation plan for directors, officers, and other key employees of Bancorp.  The aggregate number of shares of common stock that may be issued with respect to the awards granted under the plan is 500,000 plus any shares forfeited under Bancorp’s old stock-based compensation plan.  Under the terms of the stock-based compensation plan, Bancorp has the ability to grant various stock compensation incentives, including stock options, stock appreciation rights, and restricted stock.  The stock-based compensation is granted under terms and conditions determined by the Compensation Committee of the Board of Directors.  Under the stock-based compensation plan, stock options generally have a maximum term of ten years, and are granted with an exercise price at least equal to the fair market value of the common stock on the date the options are granted.  Generally, options granted to directors, officers and employees vest over a five-year period, although the Compensation Committee has the authority to provide for different vesting schedules.

Bancorp follows FASB ASC 718, “Compensation – Stock Compensation”, to account for stock-based compensation.  FASB ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the statement of operations at fair value.  FASB ASC 718 requires an entity to recognize the expense of employee services received in share-based payment transactions and measure the expense based on the grant date fair value of the award.  The expense is recognized over the period during which an employee is required to provide service in exchange for the award.

There were no options granted during the six months ended June 30, 2016 and June 30, 2015.

Stock-based compensation expense for the three and six months ended June 30, 2016 totaled $47,000 and $95,000, respectively. Stock-based compensation expense for the three and six months ended June 30, 2015 totaled $28,000 and $62,000, respectively. There were no options exercised during the six months ended June 30, 2016 and 21,500 options exercised during the six months ended June 30, 2015.

Information regarding Bancorp’s stock-based compensation plan as of and for the six months ended June 30, 2016 is as follows:

	2016
	Shares		Weighted Average Price
Options outstanding, December 31, 2015		339,800	$	4.83
Options granted		-		-
Options exercised		-		-
Options forfeited		-		-
Options outstanding, June 30, 2016		339,800	$	4.83
Options exercisable, June 30, 2016		137,210	$	4.34

The aggregate intrinsic value of the options outstanding as of June 30, 2016 and December 31, 2015 was $403,000 and $323,000, respectively.  The aggregate intrinsic value of the options exercisable as of June 30, 2016 and December 31, 2015 was $229,000 and $165,000, respectively.

9

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 8 -  Stock-Based Compensation – Continued

The following table summarizes the nonvested options in Bancorp’s stock option plan as of June 30, 2016.

	Shares			Weighted Average Grant Date Exercise Price
Nonvested options outstanding, December 31, 2015		235,570		$	5.13
Nonvested options granted		-			-
Nonvested options vested		(32,980	)	$	4.88
Nonvested options forfeited		-			-
Nonvested options outstanding, June 30, 2016		202,590		$	5.17

As of June 30, 2016, there was $595,000 of total unrecognized stock-based compensation expense related to nonvested stock options, which is expected to be recognized over a period of fifty-four months.

Note 9 -  Investment Securities

The amortized cost and fair value of investment securities held to maturity are as follows (dollars in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
June 30, 2016:
US Treasury securities	$	18,018	$	354	$	-	$	18,372
US Agency securities		21,043		461		-		21,504
US Government sponsored mortgage-backed securities		33,519		592		-		34,111
Total	$	72,580	$	1,407	$	-	$	73,987

December 31, 2015:
US Treasury securities	$	21,057	$	276	$	8	$	21,325
US Agency securities		20,011		139		76		20,074
US Government sponsored mortgage-backed securities		35,065		41		195		34,911
Total	$	76,133	$	456	$	279	$	76,310

The following table shows fair value and unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position as of June 30, 2016 and December 31, 2015. There were no securities in a gross unrealized loss position at June 30, 2016. Four US Treasury securities, thirteen Agency securities and twelve Mortgage-backed securities were in a gross unrealized loss position at December 31, 2015.  Management believes that the unrealized losses in 2015 were the result of interest rate levels differing from those existing at the time of purchase of the securities and actual and estimated prepayment speeds.  The Bank does not consider any of these securities to be other than temporarily impaired atDecember 31, 2015, because the unrealized losses were related primarily to changes in market interest rates and widening of sector spreads and were not necessarily related to the credit quality of the issuers of the securities.

10

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 9 -  Investment Securities – Continued

In addition, the Bank does not intend to sell, nor does it believe it will be more likely than not that it will be required to sell, any impaired securities prior to a recovery of amortized cost.

Less than 12 months

12 Months or More

Total

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

June 30, 2016:

(dollars in thousands)

US Treasury securities

$

-

$

-

$

-

$

-

$

-

$

-

US Agency securities

-

-

-

-

-

-

US Government sponsored mortgage-backed securities

-

-

-

-

-

-

Total

$

-

$

-

$

-

$

-

$

-

$

-

	Less than 12 months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized  Losses		Fair Value		Unrealized Losses
December 31, 2015:	(dollars in thousands)
US Treasury securities	$	3,992	$	8	$	-	$	-	$	3,992	$	8
US Agency securities		12,958		76		-		-		12,958		76
US Government sponsored mortgage-backed securities		31,091		195		-		-		31,091		195
Total	$	48,041	$	279	$	-	$	-	$	48,041	$	279

The amortized cost and estimated fair value of debt securities at June 30, 2016, by contractual maturity are shown in the following table.  Actual maturities may differ from contractual maturities, because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held to Maturity (dollars in thousands)
	Amortized Cost		Estimated Fair Value
Due in one year or less	$	8,025	$	8,065
Due from one year to five years		29,078		29,642
Due from five years to ten years		1,958		2,169
US Government sponsored mortgage-backed securities		33,519		34,111
	$	72,580	$	73,987

11

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable

Loans receivable, including unfunded commitments consist of the following:

	June 30			December 31
	2016			2015
	(dollars in thousands)
Residential mortgage, total	$	277,245		$	285,930
Individually evaluated for impairment		23,078			26,087
Collectively evaluated for impairment		254,167			259,843
Construction, land acquisition and development, total		61,576			77,478
Individually evaluated for impairment		378			309
Collectively evaluated for impairment		61,198			77,169
Land, total		33,139			28,677
Individually evaluated for impairment		1,298			1,608
Collectively evaluated for impairment		31,841			27,069
Lines of credit, total		26,926			20,188
Individually evaluated for impairment		279			299
Collectively evaluated for impairment		26,647			19,889
Commercial real estate, total		202,484			174,912
Individually evaluated for impairment		5,949			6,321
Collectively evaluated for impairment		196,535			168,591
Commercial non-real estate, total		15,521			9,296
Individually evaluated for impairment		-			122
Collectively evaluated for impairment		15,521			9,174
Home equity, total		22,397			24,529
Individually evaluated for impairment		1,928			2,285
Collectively evaluated for impairment		20,469			22,244
Consumer, total		1,646			1,224
Individually evaluated for impairment		105			10
Collectively evaluated for impairment		1,541			1,214
Total Loans		640,934			622,234
Less
Unfunded commitments included above		(20,117	)		(21,101	)
	$	620,817			601,133
Individually evaluated for impairment		33,015			37,041
Collectively evaluated for impairment		587,802			564,092
		620,817			601,133
Allowance for loan losses		(8,804	)		(8,758	)
Deferred loan origination fees and costs, net		(2,917	)		(2,719	)
Net Loans	$	609,096		$	589,656

12

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 – Loans Receivable - Continued

The inherent credit risks within the portfolio vary depending upon the loan class as follows:

Residential mortgage loans are secured by one to four family dwelling units. The loans have limited risk as they are secured by first mortgages on the unit, which are generally the primary residence of the borrower, at a loan to value ratio of 80% or less.

Construction, land acquisition and development loans are underwritten based upon a financial analysis of the developers and property owners and construction cost estimates, in addition to independent appraisal valuations. These loans will rely on the value associated with the project upon completion. These cost and valuation estimates may be inaccurate. Construction loans generally involve the disbursement of substantial funds over a short period of time with repayment substantially dependent upon the success of the completed project rather than the ability of the borrower or guarantor to repay principal and interest. If the Bank is forced to foreclose on a project prior to or at completion, due to a default, there can be no assurance that the Bank will be able to recover all of the unpaid balance of the loan as well as related foreclosure and holding costs.  In addition, the Bank may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time. Sources of repayment of these loans typically are permanent financing expected to be obtained upon completion or sales of developed property. These loans are closely monitored by onsite inspections and are considered to be of a higher risk than other real estate loans due to their ultimate repayment being sensitive to general economic conditions, availability of long-term financing, interest rate sensitivity, and governmental regulation of real property.

Land loans are underwritten based upon the independent appraisal valuations as well as the estimated value associated with the land upon completion of development. These cost and valuation estimates may be inaccurate. These loans are considered to be of a higher risk than other real estate loans due to their ultimate repayment being sensitive to general economic conditions, availability of long-term financing, interest rate sensitivity, and governmental regulation of real property.

Line of credit loans are subject to the underwriting standards and processes similar to commercial non-real estate loans, in addition to those underwriting standards for real estate loans. These loans are viewed primarily as cash flow dependent and secondarily as loans secured by real-estate and/or other assets. Repayment of these loans is generally dependent upon the successful operation of the property securing the loan or the principal business conducted on the property securing the loan. Line of credit loans may be adversely affected by conditions in the real estate markets or the economy in general. Management monitors and evaluates line of credit loans based on collateral and risk-rating criteria.

Commercial real estate loans are subject to the underwriting standards and processes similar to commercial and industrial loans, in addition to those underwriting standards for real-estate loans. These loans are viewed primarily as cash flow dependent and secondarily as loans secured by real estate. Repayment of these loans is generally dependent upon the successful operation of the property securing the loan or the principal business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or the economy in general. Management monitors and evaluates commercial real estate loans based on collateral and risk-rating criteria. The Bank also utilizes third-party experts to provide environmental and market valuations. The nature of commercial real estate loans makes them more difficult to monitor and evaluate.

13

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 – Loans Receivable - Continued

Commercial non-real estate loans are underwritten after evaluating historical and projected profitability and cash flow to determine the borrower's ability to repay their obligation as agreed. Commercial and industrial loans are made primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral supporting the loan facility. Accordingly, the repayment of a commercial and industrial loan depends primarily on the creditworthiness of the borrower (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment.

Home equity loans are subject to the underwriting standards and processes similar to residential mortgages and are secured by one to four family dwelling units. Home equity loans have greater risk than residential mortgages as a result of the Bank being in a second lien position in the event collateral is liquidated.

Consumer loans consist of loans to individuals through the Bank's retail network and are typically unsecured or secured by personal property. Consumer loans have a greater credit risk than residential loans because of the difference in the underlying collateral, if any. The application of various federal and state bankruptcy and insolvency laws may limit the amount that can be recovered on such loans.

The loan portfolio segments and loan classes disclosed above are the same because this is the level of detail management uses when the original loan is recorded and is the level of detail used by management to assess and monitor the risk and performance of the portfolio.  Management has determined that this level of detail is adequate to understand and manage the inherent risks within each portfolio segment and loan class.

Allowance for Loan Losses- An allowance for loan losses is provided through charges to income in an amount that management believes will be adequate to absorb losses on existing loans that may become uncollectible, based on evaluations of the collectability of loans and prior loan loss experience.  The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay.  Determining the amount of the allowance for loan losses requires the use of estimates and assumptions, which is permitted under GAAP. Actual results could differ significantly from those estimates.  Management believes the allowance for losses on loans is adequate. While management uses available information to estimate losses on loans, future additions to the allowances may be necessary based on changes in economic conditions, particularly in the state of Maryland.  In addition, various regulatory agencies periodically review the Bank's allowance for losses on loans as an integral part of their examination process.  Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

The allowance consists of specific and general components.  The specific component relates to loans that are classified as impaired.  When a real estate secured loan becomes impaired, a decision is made as to whether an updated certified appraisal of the real estate is necessary.  This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property.  Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value.  The discounts also include estimated costs to sell the property.

14

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 – Loans Receivable - Continued

For loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging or equipment appraisals or invoices.  Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

For such loans that are classified as impaired, an allowance is established when the current market value of the underlying collateral less its estimated disposal costs is lower than the carrying value of that loan.  For loans that are not solely collateral dependent, an allowance is established when the present value of the expected future cash flows of the impaired loan is lower than the carrying value of that loan.  The general component relates to loans that are classified as doubtful, substandard or special mention that are not considered impaired, as well as non-classified loans. The general reserve is based on historical loss experience adjusted for qualitative factors. These qualitative factors include:

· Levels and trends in delinquencies and nonaccruals;

· Inherent risk in the loan portfolio;

· Trends in volume and terms of the loan;

· Effects of any change in lending policies and procedures;

· Experience, ability and depth of management;

· National and local economic trends and conditions; and

· Effect of any changes in concentration of credit.

A loan is considered impaired if it meets either of the following two criteria:

· Loans that are 90 days or more in arrears (nonaccrual loans); or

· Loans where, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement.

Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss.  Loans, classified special mention have potential weaknesses that deserve management’s close attention.  If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects.  Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable.  Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses.  Loans not classified are rated pass.

A loan is considered a troubled debt restructuring when for economic or legal reasons relating to the borrowers financial difficulties Bancorp grants a concession to the borrower that it would not otherwise consider.  Loan modifications made with terms consistent with current market conditions that the borrower could obtain in the open market are not considered troubled debt restructurings.

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 a case-by-case basis, taking into consideration all of 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.

15

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 – Loans Receivable - Continued

With respect to all loan segments, management does not charge off a loan, or a portion of a loan, until one of the following conditions have been met:

· The loan has been foreclosed on. Once the loan has been transferred from the Loans Receivable to Foreclosed Real Estate, a charge off is recorded for the difference between the recorded amount of the loan and the net value of the underlying collateral.

· An agreement to accept less than the recorded balance of the loan has been made with the borrower.  Once an agreement has been finalized, and any proceeds from the borrower are received, a charge off is recorded for the difference between the recorded amount of the loan and the net value of the underlying collateral.

· The loan is considered to be impaired collateral dependent and its collateral valuation is less than the recorded balance.  The loan is written down for accounting purposes by the amount of the difference between the recorded balance and collateral value.

Prior to the above conditions, a loan is assessed for impairment when: (i) a loan becomes 90 days or more in arrears or (ii) based on current information and events, it is probable that the borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement.  If a loan is considered to be impaired, it is then determined to be either cash flow or collateral dependent. For a cash flow dependent loan, if based on management’s calculation of discounted cash flows, a reserve is needed, a specific reserve is recorded.  That reserve is included in the Allowance for Loan Losses in the Consolidated Statement of Financial Condition.

Over the last several years, Bancorp has experienced an increase in the number of extension requests for commercial real estate and construction loans, some of which have related repayment guarantees. An extension may be granted to allow for the completion of the project, marketing or sales of completed units, or to provide for permanent financing, and is based on a re-underwriting of the loan and management's assessment of the borrower's ability to perform according to the agreed-upon terms. Typically, at the time of an extension, borrowers are performing in accordance with contractual loan terms. Extension terms generally do not exceed 12 to 18 months and typically require that the borrower provide additional economic support in the form of partial repayment, additional collateral or guarantees. In cases where the fair value of the collateral or the financial resources of the borrower are deemed insufficient to repay the loan, reliance may be placed on the support of a guarantee, if applicable. However, such guarantees are not relied on when evaluating a loan for impairment and never considered the sole source of repayment.

Bancorp evaluates the financial condition of guarantors based on the most current financial information available. Most often, such information takes the form of (i) personal financial statements of net worth, cash flow statements and tax returns (for individual guarantors) and (ii) financial and operating statements, tax returns and financial projections (for legal entity guarantors). Bancorp’s evaluation is primarily focused on various key financial metrics, including net worth, leverage ratios, and liquidity. It is Bancorp's policy to update such information annually, or more frequently as warranted, over the life of the loan.

16

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 – Loans Receivable – Continued

While Bancorp does not specifically track the frequency with which it has pursued guarantor performance under a guarantee, its underwriting process, both at origination and upon extension, as applicable, includes an assessment of the guarantor's reputation, creditworthiness and willingness to perform. Historically, when Bancorp has found it necessary to seek performance under a guarantee, it has been able to effectively mitigate its losses. As stated above, Bancorp’s ability to seek performance under a guarantee is directly related to the guarantor's reputation, creditworthiness and willingness to perform. When a loan becomes impaired, repayment is sought from both the underlying collateral and the guarantor (as applicable). In the event that the guarantor is unwilling or unable to perform, a legal remedy is pursued.

Construction loans are funded, at the request of the borrower, typically not more than once per month, based on the extent of work completed, and are monitored, throughout the life of the project, by independent professional construction inspectors and Bancorp's commercial real estate lending department. Interest is advanced to the borrower, upon request, based upon the progress of the project toward completion. The amount of interest advanced is added to the total outstanding principal under the loan commitment. Should the project not progress as scheduled, the adequacy of the interest reserve necessary to carry the project through to completion is subject to close monitoring by management. Should the interest reserve be deemed to be inadequate, the borrower is required to fund the deficiency. Similarly, once a loan is fully funded, the borrower is required to fund all interest payments.

Construction loans are reviewed for extensions upon expiration of the loan term. Provided the loan is performing in accordance with contractual terms, extensions may be granted to allow for the completion of the project, marketing or sales of completed units, or to provide for permanent financing. Extension terms generally do not exceed 12 to 18 months.

In general, Bancorp's construction loans are used to finance improvements to commercial, industrial or residential property. Repayment is typically derived from the sale of the property as a whole, the sale of smaller individual units, or by a take-out from a permanent mortgage. The term of the construction period generally does not exceed two years. Loan commitments are based on established construction budgets which represent an estimate of total costs to complete the proposed project including both hard (direct) costs (building materials, labor, etc.) and soft (indirect) costs (legal and architectural fees, etc.). In addition, project costs may include an appropriate level of interest reserve to carry the project through to completion. If established, such interest reserves are determined based on (i) a percentage of the committed loan amount, (ii) the loan term, and (iii) the applicable interest rate. Regardless of whether a loan contains an interest reserve, the total project cost statement serves as the basis for underwriting and determining which items will be funded by the loan and which items will be funded through borrower equity. Bancorp has not advanced additional interest reserves to keep a loan from becoming nonperforming.

Bancorp recognized $103,000and $189,000 of interest income from its loan portfolio from interest reserves during the six months ended June 30, 2016 and 2015, respectively.  None of the loans where interest reserves were recorded as capitalized interest were non-performing.

17

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following is a summary of the allowance for loan losses for the six and three month periods ended June 30, 2016 (dollars in thousands):

	Total			Residential Mortgage			Construction Acquisition Development			Land			Lines of Credit			Commercial Real Estate			Commercial Non-Real Estate			Home Equity			Consumer
Six months ended June 30, 2016
Beginning Balance	$	8,758		$	4,188		$	446		$	510		$	57		$	2,792		$	234		$	528		$	3
Provision		100			(330	)		(246	)		173			(18	)		(37	)		463			91			4
Charge-offs		(374	)		(151	)		-			-			-			(178	)		(17	)		(28	)		-
Recoveries		320			185			97			3			10			-			23			2			-
Ending Balance	$	8,804		$	3,892		$	297		$	686		$	49		$	2,577		$	703		$	593		$	7
Ending balance related to:
Loans individually evaluated for impairment	$	1,948		$	1,663		$	-		$	60		$	15		$	203		$	-		$	2		$	5
Loans collectively evaluated for impairment	$	6,856		$	2,229		$	297		$	626		$	34		$	2,374		$	703		$	591		$	2
Three months ended June 30, 2016
Beginning Balance	$	8,633		$	4,223		$	335		$	684		$	42		$	2,348		$	348		$	650		$	3
Provision		100			(423	)		(135	)		(1	)		2			360			351			(58	)		4
Charge-offs		(142	)		(11	)		-			-			-			(131	)		-			-			-
Recoveries		213			103			97			3			5			-			4			1			-
Ending Balance	$	8,804		$	3,892		$	297		$	686		$	49		$	2,577		$	703		$	593		$	7

18

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following is a summary of the allowance for loan losses for the years ended December 31, 2015 (dollars in thousands):

2015	Total			Residential Mortgage			Acquisition and Development		Land			Lines of Credit			Commercial Real Estate			Commercial Non-Real Estate			Home Equity			Consumer
Beginning Balance	$	9,435		$	4,664		$	362	$	646		$	12		$	2,504		$	280		$	963		$	4
Provision		(280	)		(651	)		84		(185	)		(190	)		368			59			236			(1	)
Charge-offs		(1,522	)		(454	)		-		-			-			(80	)		(154	)		(834	)		-
Recoveries		1,125			629			-		49			235			-			49			163			-
Ending Balance	$	8,758		$	4,188		$	446	$	510		$	57		$	2,792		$	234		$	528		$	3
Allowance on loans individually evaluated for impairment	$	2,282		$	1,838		$	-	$	78		$	30		$	328		$	5		$	2		$	1
Allowance on loans collectively evaluated for impairment	$	6,476		$	2,350		$	446	$	432		$	27		$	2,464		$	229		$	526		$	2

19

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable – Continued

The following is a summary of the allowance for loan losses for the six and three month periods ended June 30, 2015 (dollars in thousands):

	Total			Residential Mortgage			Construction Acquisition Development		Land			Lines of Credit			Commercial Real Estate			Commercial Non-Real Estate			Home Equity			Consumer
Six months ended June 30, 2015
Beginning Balance	$	9,435		$	4,664		$	362	$	646		$	12		$	2,504		$	280		$	963		$	4
Provision		200			(44	)		60		(188	)		(16	)		278			88			23			(1	)
Charge-offs		(873	)		(351	)		-		-			-			(50	)		(1	)		(471	)		-
Recoveries		182			127			-		-			25			-			27			3			-
Ending Balance	$	8,944		$	4,396		$	422	$	458		$	21		$	2,732		$	394		$	518		$	3
Ending balance related to:
Loans individually evaluated for impairment	$	2,199		$	1,924		$	-	$	45		$	-		$	216		$	12		$	-		$	2
Loans collectively evaluated for impairment	$	6,745		$	2,472		$	422	$	413		$	21		$	2,516		$	382		$	518		$	1
Three months ended June 30, 2015
Beginning Balance	$	8,964		$	4,491		$	368	$	338		$	17		$	2,798		$	382		$	567		$	3
Provision		100			(22	)		54		120			(11	)		(16	)		10			(35	)		-
Charge-offs		(247	)		(183	)		-		-			-			(50	)		-			(14	)		-
Recoveries		127			110			-		-			15			-			2			-			-
Ending Balance	$	8,944		$	4,396		$	422	$	458		$	21		$	2,732		$	394		$	518		$	3

20

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The accrual of interest on loans is discontinued at the time the loan is 90 days past due.  Past due status is based on contractual terms of the loan.  In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on non-accrual or charged-off is reversed against interest income.  The interest collected on these loans is applied to principle unless the loan meets the criteria for recognizing interest income on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

21

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following tables summarize impaired loans at June 30, 2016 and December 31, 2015 (dollars in thousands):

	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance		Total Impaired Loans
	Recorded Investment		Related Allowance		Recorded  Investment		Recorded Investment		Unpaid Principal Balance
June 30, 2016
Residential mortgage	$	10,870	$	1,663	$	12,208	$	23,078	$	23,570
Construction, acquisition and development		-		-		378		378		378
Land		460		60		838		1,298		1,411
Lines of credit		149		15		130		279		279
Commercial real estate		1,989		203		3,960		5,949		6,228
Commercial non-real estate		-		-		-		-		-
Home equity		16		2		1,912		1,928		2,514
Consumer		105		5		-		105		105
Total impaired loans	$	13,589	$	1,948	$	19,426	$	33,015	$	34,485

	Impaired Loans with Specific Allowance				Impaired  Loans with No Specific Allowance		Total Impaired Loans
	Recorded Investment		Related Allowance		Recorded Investment		Recorded Investment		Unpaid Principal Balance
December 31, 2015
Residential mortgage	$	11,885	$	1,838	$	14,202	$	26,087	$	26,656
Construction, acquisition and development		-		-		309		309		309
Land		639		78		969		1,608		1,723
Lines of credit		299		30		-		299		299
Commercial real estate		3,214		328		3,107		6,321		6,469
Commercial non-real estate		103		5		19		122		123
Home equity		16		2		2,269		2,285		3,251
Consumer		10		1		-		10		10
Total impaired loans	$	16,166	$	2,282	$	20,875	$	37,041	$	38,840

22

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following tables summarize average impaired loans for the six month and three month periods ended June 30, 2016 (dollars in thousands):

	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance				Total Impaired Loans
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Six months ended June 30, 2016
Residential mortgage	$	11,381	$	250	$	13,669	$	285	$	25,050	$	535
Construction, acquisition and development		-		-		368		8		368		8
Land		556		14		859		19		1,415		33
Lines of credit		150		4		79		1		229		5
Commercial real estate		2,071		52		4,090		77		6,161		129
Commercial non-real estate		50		1		9		-		59		1
Home equity		16		1		2,030		41		2,046		42
Consumer		58		1		34		-		92		1
Total impaired loans	$	14,282	$	323	$	21,138	$	431	$	35,420	$	754

	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance				Total Impaired Loans
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Three months ended June 30, 2016
Residential mortgage	$	11,209	$	127	$	12,065	$	117	$	23,274	$	244
Construction, acquisition and development		-		-		378		4		378		4
Land		463		6		841		9		1,304		15
Lines of credit		149		2		59		1		208		3
Commercial real estate		1,993		25		4,214		61		6,207		86
Commercial non-real estate		-		-		-		-		-		-
Home equity		16		-		1,913		21		1,929		21
Consumer		106		1		-		-		106		1
Total impaired loans	$	13,936	$	161	$	19,470	$	213	$	33,406	$	374

23

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following tables summarize average impaired loans for the six and three month periods ended June 30, 2015 (dollars in thousands):

	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance				Total Impaired Loans
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Six months ended June 30, 2015
Residential mortgage	$	12,929	$	265	$	14,732	$	297	$	27,661	$	562
Construction, acquisition and development		-		-		1,011		17		1,011		17
Land		353		6		1,599		44		1,952		50
Lines of credit		-		-		454		15		454		15
Commercial real estate		2,028		57		2,384		82		4,412		139
Commercial non-real estate		268		3		-		13		268		16
Home equity		667		-		2,609		65		3,276		65
Consumer		11		-		205		3		216		3
Total impaired loans	$	16,256	$	331	$	22,994	$	536	$	39,250	$	867

	Impaired Loans with Specific Allowance				Impaired Loans with No Specific Allowance				Total Impaired Loans
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
Three months ended June 30, 2015
Residential mortgage	$	12,900	$	129	$	13,773	$	149	$	26,673	$	278
Construction, acquisition and development		-		-		865		8		865		8
Land		352		3		1,523		22		1,875		25
Lines of credit		-		-		454		2		454		2
Commercial real estate		2,021		26		2,331		42		4,352		68
Commercial non-real estate		266		1		-		-		266		1
Home equity		-		-		3,122		27		3,122		27
Consumer		11		-		409		3		420		3
Total impaired loans	$	15,550	$	159	$	22,477	$	253	$	38,027	$	412

24

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

Bancorp recognized $374,000 and $754,000 of interest income on impaired loans using a cash-basis method of accounting for the three months and six months ended June 30, 2016, and $412,000 and $867,000 for the three months and six months ended June 30, 2015. Bancorp did not record any interest income attributable to the change in present value attributable to the passage of time.  Bancorp evaluates its impaired loans and assesses them based on either discounted cash flows or if it deems its loans to be collateral based, assesses impairment based on the net value of the underlying collateral.

Included in the above impaired loans amount at June 30, 2016 was $23,809,000 of loans that are not in non-accrual status.In addition, there was a total of $23,078,000 of residential real estate loans included in impaired loans at June 30, 2016, of which $17,237,000 were to consumers and $5,841,000 to builders. The collateral supporting impaired collateral dependent loans is individually reviewed by management to determine its estimated fair market value, less estimated disposal cost and a charge off is taken, if necessary, for the difference between the carrying amount of any loan and the estimated fair value of the collateral less estimated disposal cost.

25

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following table presents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of June 30, 2016 and December 31, 2015.  Included in the Pass column were $20,117,000 and $21,101,000 in unfunded commitments at June 30, 2016 and December 31, 2015, respectively (dollars in thousands):

	Pass		Special Mention		Substandard		Doubtful		Total
June 30, 2016
Residential mortgage	$	265,116	$	7,274	$	4,855	$	-	$	277,245
Construction, acquisition and development		61,198		71		307		-		61,576
Land		32,055		372		712		-		33,139
Lines of credit		26,422		250		254		-		26,926
Commercial real estate		187,172		11,755		3,557		-		202,484
Commercial non-real estate		15,189		107		225		-		15,521
Home equity		20,539		587		1,271		-		22,397
Consumer		1,646		-		-		-		1,646
Total loans	$	609,337	$	20,416	$	11,181	$	-	$	640,934

	Pass		Special Mention		Substandard		Doubtful		Total
December 31, 2015
Residential mortgage	$	268,583	$	12,457	$	4,890	$	-	$	285,930
Construction, acquisition and development		77,168		71		239		-		77,478
Land		26,845		1,268		564		-		28,677
Lines of credit		19,521		368		299		-		20,188
Commercial real estate		155,766		13,208		5,938		-		174,912
Commercial non-real estate		9,151		125		20		-		9,296
Home equity		22,018		588		1,923		-		24,529
Consumer		1,224		-		-		-		1,224
Total loans	$	580,276	$	28,085	$	13,873	$	-	$	622,234

26

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.  Included in the Current column were $20,117,000 and $21,101,000 in unfunded commitments at June 30, 2016 and December 31, 2015, respectively. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of June 30, 2016 and December 31, 2015 (dollars in thousands):

	30-59 Days Past Due		60-89 Days Past Due		90+ Days  Past Due		Total Past Due		Current		Total Loans		Non- Accrual
June 30, 2016
Residential mortgage	$	2,990	$	-	$	2,731	$	5,721	$	271,524	$	277,245	$	3,045
Construction, acquisition and development		-		-		-		-		61,576		61,576		307
Land		-		-		6		6		33,133		33,139		264
Lines of credit		-		-		-		-		26,926		26,926		149
Commercial real estate		-		-		381		381		202,103		202,484		3,648
Commercial non-real estate		-		-		-		-		15,521		15,521		-
Home equity		-		408		487		895		21,502		22,397		1,587
Consumer		2		-		205		207		1,439		1,646		206
Total loans	$	2,992	$	408	$	3,810	$	7,210	$	633,724	$	640,934	$	9,206

	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total Loans		Non- Accrual
December 31, 2015
Residential mortgage	$	1,593	$	65	$	2,461	$	4,119	$	281,811	$	285,930	$	3,191
Construction, acquisition and development		-		-		-		-		77,478		77,478		244
Land		137		-		156		293		28,384		28,677		277
Lines of credit		149		-		-		149		20,039		20,188		483
Commercial real estate		253		-		292		545		174,367		174,912		2,681
Commercial non-real estate		-		-		-		-		9,296		9,296		-
Home equity		-		-		625		625		23,904		24,529		2,098
Consumer		3		-		-		3		1,221		1,224		-
Total loans	$	2,135	$	65	$	3,534	$	5,734	$	616,500	$	622,234	$	8,974

Bancorp did not have any greater than 90 days and still accruing loans as of the periods ended June 30, 2016 and December 31, 2015.

27

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

Bancorp offers a variety of modifications to borrowers.  The modification categories offered can generally be described in the following categories:

· Rate Modification – A modification in which the interest rate is changed.

· Term Modification – A modification in which the maturity date, timing of payments or frequency of payments is changed.

· Interest Only Modification – A modification in which the loan is converted to interest only payments for a period of time.

· Payment Modification – A modification in which the dollar amount of the payment is changed, other than an interest only modification above.

· Loan Balance Modification – A modification in which a portion of the outstanding loan balance is forgiven.

· Combination Modification – Any other type of modification, including the use of multiple categories above.

Bancorp has not purchased, sold or reclassified any loans to held for sale during the periods discussed.  Only loans originated specifically for sale are recorded as held for sale at the period ended June 30, 2016 and December 31, 2015.

Bancorp considers a modification of a loan term a troubled debt restructuring or “TDR” if Bancorp for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the debtor that it would not otherwise consider.  Prior to entering into a loan modification, Bancorp assesses the borrower’s financial condition to determine if the borrower has the means to meet the terms of the modification.  This includes obtaining a credit report on the borrower as well as the borrower’s tax returns and financial statements.

There were 75 restructured loans at June 30, 2016 totaling $24,458,000, of which 70 loans totaling $23,315,000 were performing as agreed.  Of those performing loans, 48 loans totaling $19,382,000 have not been late on a payment during the last 2 years.

There were 77 restructured loans at December 31, 2015 totaling $25,715,000, of which 71 loans totaling $24,386,000 were performing as agreed.

In the six months ended June 30, 2016 and 2015, there were no TDR’s that subsequently defaulted during the 12 month period ended June 30, 2016 and 2015.

28

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following tables present newly restructured loans that occurred during the six and three months ended June 30, 2016 (dollars in thousands):

	Six months ended June 30, 2016
	Rate Modification		Contracts		Combination Modifications		Contracts		Total		Total Contracts
Pre-Modification Outstanding Recorded Investment:
Residential mortgage		-		-	$	624		3	$	624		3
Construction, acquisition and development		-		-		-		-		-		-
Land		-		-		-		-		-		-
Lines of credit		-		-		-		-		-		-
Commercial real estate		-		-		-		-		-		-
Commercial non-real estate		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total loans		-		-	$	624		3	$	624		3
Post-Modification Outstanding Recorded Investment:
Residential mortgage		-		-	$	624		3	$	624		3
Construction, acquisition and development		-		-		-		-		-		-
Land		-		-		-		-		-		-
Lines of credit		-		-		-		-		-		-
Commercial real estate		-		-		-		-		-		-
Commercial non-real estate		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total loans		-		-	$	624		3	$	624		3

29

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

Three months ended June 30, 2016

Rate Modification

Contracts

Combination Modifications

Contracts

Total

Total Contracts

Pre-Modification Outstanding Recorded Investment:

Residential mortgage

-

-

$

-

-

$

-

-

Construction, acquisition and development

-

-

-

-

-

-

Land

-

-

-

-

-

-

Lines of credit

-

-

-

-

-

-

Commercial real estate

-

-

-

-

-

-

Commercial non-real estate

-

-

-

-

-

-

Home equity

-

-

-

-

-

-

Consumer

-

-

-

-

-

-

Total loans

-

-

$

-

-

$

-

-

Post-Modification Outstanding Recorded Investment:

Residential mortgage

-

-

$

-

-

$

-

-

Construction, acquisition and development

-

-

-

-

-

-

Land

-

-

-

-

-

-

Lines of credit

-

-

-

-

-

-

Commercial real estate

-

-

-

-

-

-

Commercial non-real estate

-

-

-

-

-

-

Home equity

-

-

-

-

-

-

Consumer

-

-

-

-

-

-

Total loans

-

-

$

-

-

$

-

-

In addition, the TDR is evaluated for impairment loss.  A determination is made as to whether an impaired TDR is cash flow or collateral dependent.  If the TDR is cash flow dependent, an allowance for loan losses specific reserve is calculated based on the difference in net present value of future cash flows between the original and modified loan terms.  If the TDR is collateral dependent, the collateral securing the TDR, which is always real estate, is evaluated for impairment based on either an appraisal or broker price opinion.  If a TDR’s collateral valuation is less than its current loan balance, the TDR is written down for accounting purposes by the amount of the difference between the current loan balance and the collateral value.  If the borrower performs under the terms of the modification, generally six consecutive months, and the ultimate collectability of all amounts contractually due under the modified terms is not in doubt, the loan is returned to accrual status.  There are no loans that have been modified due to the financial difficulties of the borrower that are not considered a TDR.  There were no TDR defaults during the six months ended June 30, 2016 and 2015.

30

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

The following tables present newly restructured loans that occurred during the six and three months ended June 30, 2015 (dollars in thousands):

	Six months ended June 30, 2015
	Rate Modification		Contracts		Combination Modifications		Contracts		Total		Total Contracts
Pre-Modification Outstanding Recorded Investment:
Residential mortgage		-		-	$	91		1	$	91		1
Construction, acquisition and development		-		-		-		-		-		-
Land		-		-		-		-		-		-
Lines of credit		-		-		-		-		-		-
Commercial real estate		-		-		-		-		-		-
Commercial non-real estate		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total loans		-		-	$	91		1	$	91		1
Post-Modification Outstanding Recorded Investment:
Residential mortgage		-		-	$	200		2	$	200		2
Construction, acquisition and development		-		-		-		-		-		-
Land		-		-		-		-		-		-
Lines of credit		-		-		-		-		-		-
Commercial real estate		-		-		-		-		-		-
Commercial non-real estate		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total loans		-		-	$	200		2	$	200		2

31

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

	Three months ended June 30, 2015
	Rate Modification		Contracts		Combination Modifications		Contracts		Total		Total Contracts
Pre-Modification Outstanding Recorded Investment:
Residential mortgage		-		-	$	-		1	$	-		1
Construction, acquisition and development		-		-		-		-		-		-
Land		-		-		-		-		-		-
Lines of credit		-		-		-		-		-		-
Commercial real estate		-		-		-		-		-		-
Commercial non-real estate		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total loans		-		-	$	-		1	$	-		1
Post-Modification Outstanding Recorded Investment:
Residential mortgage		-		-	$	200		2	$	200		2
Construction, acquisition and development		-		-		-		-		-		-
Land		-		-		-		-		-		-
Lines of credit		-		-		-		-		-		-
Commercial real estate		-		-		-		-		-		-
Commercial non-real estate		-		-		-		-		-		-
Home equity		-		-		-		-		-		-
Consumer		-		-		-		-		-		-
Total loans		-		-	$	200		2	$	200		2

32

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

Interest on TDRs was accounted for under the following methods as of June 30, 2016 and December 31, 2015 (dollars in thousands):

	Number of Contracts		Accrual Status		Number of Contracts		Non- Accrual Status		Total Number of Contracts		Total Modifications
June 30, 2016
Residential mortgage		54	$	19,833		2	$	887		56	$	20,720
Construction, acquisition and Development		1		70		-		-		1		70
Land		6		876		1		6		7		882
Lines of credit		-		-		-		-		-		-
Commercial real estate		4		2,431		2		250		6		2,681
Commercial non-real estate		4		96		-		-		4		96
Home equity		-		-		-		-		-		-
Consumer		1		9		-		-		1		9
Total loans		70	$	23,315		5	$	1,143		75	$	24,458
December 31, 2015
Residential mortgage		55	$	20,831		3	$	1,071		58	$	21,902
Construction, acquisition and development		1		71		-		-		1		71
Land		6		907		1		6		7		913
Lines of credit		-		-		-		-		-		-
Commercial real estate		4		2,464		2		252		6		2,716
Commercial non-real estate		4		103		-		-		4		103
Home equity		-		-		-		-		-		-
Consumer		1		10		-		-		1		10
Total loans		71	$	24,386		6	$	1,329		77	$	25,715

Unless otherwise noted, the Bank requires collateral or other security to support financial instruments with off-balance-sheet credit risk (dollars in thousands).

Financial Instruments Whose Contract	Contract Amount At
Amounts Represent Credit Risk	June 30, 2016		December 31, 2015
Standby letters of credit	$	4,397	$	5,937
Home equity lines of credit		7,641		7,467
Unadvanced construction commitments		20,117		21,101
Mortgage loan commitments		8,763		3,233
Lines of credit		29,440		27,189
Loans sold with limited repurchase provisions		32,288		65,107

33

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 10 - Loans Receivable - Continued

Standby letters of credit are conditional commitments issued by the Bank guaranteeing performance by a customer to various municipalities. These guarantees are issued primarily to support performance arrangements, limited to real estate transactions.  The majority of these standby letters of credit expire within the next twelve months.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments.  The Bank requires collateral supporting these letters of credit as deemed necessary.  Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.  The current amount of the liability as of June 30, 2016 and December 31, 2015 for guarantees under standby letters of credit issued was $99,000 and $115,000, respectively.

Home equity lines of credit are loan commitments to individuals as long as there is no violation of any condition established in the contract. Commitments under home equity lines expire ten years after the date the loan closes and are secured by real estate. The Bank evaluates each customer's credit worthiness on a case-by-case basis.

Unadvanced construction commitments are loan commitments made to borrowers for both residential and commercial projects that are either in process or are expected to begin construction shortly.

Mortgage loan commitments not reflected in the accompanying statements of financial condition at June 30, 2016 included thirteen loan commitments totaling $8,763,000 at a fixed interest rate range of 3.25% to 4.50% and none at floating interest ratesand at December 31, 2015 included seven loan commitments totaling $3,233,000 at a fixed interest rate range of 3.75% to 8.00% and none at floating interest rates.

Lines of credit are loan commitments to individuals and companies as long as there is no violation of any condition established in the contract. Lines of credit have a fixed expiration date. The Bank evaluates each customer's credit worthiness on a case-by-case basis.

The Bank has entered into several agreements to sell mortgage loans to third parties. The loans sold under these agreements for the six month period ended June 30, 2016 and year ended December 31, 2015 were $32,163,000 and $157,309,000, respectively. These agreements contain limited provisions that require the Bank to repurchase a loan if the loan becomes delinquent within the terms specified by the agreement. The credit risk involved in these financial instruments is essentially the same as that involved in extending loan facilities to customers.

Only loans originated specifically for sale are recorded as held for sale at the period ended June 30, 2016 and December 31, 2015.

No amount was recognized in the consolidated statement of financial condition at June 30, 2016 and December 31, 2015 as a liability for credit loss related to these loans.

Except for the liability recorded for standby letters of credit of $99,000 at June 30, 2016 and $115,000 at December 31, 2015, liabilities for credit losses associated with these commitments were not material.

34

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments

A fair value hierarchy that prioritizes the inputs to valuation methods is used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair market hierarchy are as follows:

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

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

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

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

The following information should not be interpreted as an estimate of the fair value of Bancorp since a fair value calculation is only provided for a limited portion of Bancorp’s assets and liabilities.  Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between Bancorp’s disclosures and those of other companies may not be meaningful.  The following methods and assumptions were used to estimate the fair values of Bancorp’s financial instruments at June 30, 2016 and December 31, 2015.

Impaired Loans:

Impaired loans are carried at the lower of cost or the present value of expected future cash flows of the loan.  If it is determined that the repayment of the loan will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment, the loan is considered collateral dependent.  Impaired loans that are considered collateral dependent are carried at the lower of cost or the fair value of the underlying collateral.  Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable.  The use of independent appraisals and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and impaired loans are therefore classified within level 3 of the fair value hierarchy.

For such loans that are classified as impaired, an allowance is established when the present value of the expected future cash flows of the impaired loan is lower than the carrying value of that loan.  For such loans that are classified as collateral dependent impaired loans, an allowance is established when the current market value of the underlying collateral less its estimated disposal costs has not been finalized, but management determines that it is likely that the value is lower than the carrying value of that loan.  Once the net collateral value has been determined, a charge-off is taken for the difference between the net collateral value and the carrying value of the loan.

Impaired loans are those for which Bancorp has measured impairment based on the present value of expected future cash flows or on the fair value of the loan’s collateral.  Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds.  These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consisted of the loan balances of $13,589,000 and $16,166,000 at June 30, 2016 and December 31, 2015, respectively, less their valuation allowances of $1,948,000 and $2,282,000 at June 30, 2016 and December 31, 2015, respectively. The fair value of five impaired collateral-dependent loans that were partially charged off during the six months ended June 30, 2016 totaled $3,232,000 net of charge-offs of  $145,000.  The fair value of seven impaired collateral-dependent loans that were partially charged off during the year ended December 31, 2015 totaled $3,219,000 net of charge-offs of $622,000.

35

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments - Continued

Foreclosed Real Estate:

Real estate acquired through foreclosure is recorded at fair value less estimated disposal costs. Management periodically evaluates the recoverability of the carrying value of the real estate acquired through foreclosure using current estimates of fair value. In the event of a subsequent decline, management provides a specific allowance to reduce real estate acquired through foreclosure to fair value less estimated disposal cost. Expenses incurred on foreclosed real estate prior to disposition are charged to expense. Gains or losses on the sale of foreclosed real estate are recognized upon disposition of the property.

Foreclosed real estate totaled $1,112,000 and $1,744,000 as of June 30, 2016 and December 31, 2015, respectively.  The carrying value of foreclosed residential real estate included within foreclosed real estate totaled $592,000 and $543,000 as of June 30, 2016 and December 31, 2015, respectively.

Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction totaled $2,977,000 and $1,487,000 as of June 30, 2016 and December 31, 2015, respectively.

36

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments – Continued

The following table sets forth financial assets that were accounted for at fair value on a nonrecurring and recurring basis by level within the fair value hierarchy as of June 30, 2016 and December 31, 2015:

				June 30, 2016 Fair Value Measurement Using:
	June 30, 2016			Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(dollars in thousands)
Nonrecurring fair value measurements
Impaired loans	$	14,873		$	-	$	-		$	14,873
Foreclosed real estate		360			-		-			360
Total nonrecurring fair value measurements	$	15,233		$	-	$	-		$	15,233
Recurring fair value measurements
Mortgage servicing rights	$	486		$	-	$	-		$	486
Rate lock commitments		598			-		598			-
Mandatory forward contracts		(80	)		-		(80	)		-
Total recurring fair value measurements	$	1,004		$	-	$	518		$	486

			December 31, 2015 Fair Value Measurement Using:
	December 31, 2015		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(dollars in thousands)
Nonrecurring fair value measurements
Impaired loans	$	17,103	$	-	$	-	$	17,103
Foreclosed real estate		543		-		-		543
Total nonrecurring fair value measurements	$	17,646	$	-	$	-	$	17,646
Recurring fair value measurements
Mortgage servicing rights	$	623	$	-	$	-	$	623
Rate lock commitments		141		-		141		-
Mandatory forward contracts		111		-		111		-
Total recurring fair value measurements	$	875	$	-	$	252	$	623

There were no liabilities that were required to be re-measured on a nonrecurring basis at June 30, 2016 or December 31, 2015.

37

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments - Continued

The following table presents additional quantitative information about assets measured at fair value on a recurring basis and for which Bancorp has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
June 30, 2016
Mortgage servicing rights	$	486	Market approach	Weighted average prepayment speed		8.53%
December 31, 2015
Mortgage servicing rights	$	623	Market approach	Weighted average prepayment speed		9.91%

All appraisals are reviewed by the credit department.

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Bancorp has utilized Level 3 inputs to determine fair value:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value  Estimate		Valuation Techniques	Unobservable Input	Range (Weighted Average)
June 30, 2016
Impaired loans	$	11,641	PV of future cash flows (1)	Discount rate		-6.00%
		3,232	Appraisal of collateral (2)	Liquidation expenses (3)		-6.00%
Foreclosed real estate	$	360	Appraisal of  collateral (2),(4)	Appraisal adjustments (3)	-6.54% to -15.11% (-14.66%)
December 31, 2015
Impaired loans	$	13,884	PV of future cash flows (1)	Discount rate		-6.00%
	$	3,219	Appraisal of collateral (2)	Liquidation expenses (3)		-6.00%
Foreclosed real estate	$	543	Appraisal of  collateral (2),(4)	Appraisal adjustments (3)	-6.12% to -7.31% (-6.24%)

(1) Cash flow which generally includes various level 3 inputs which are not identifiable.

(2) Fair value is generally determined through independent appraisals for the underlying collateral, which generally include various level 3 inputs which are not identifiable.

(3) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

(4) Includes qualitative adjustments by management and estimated liquidation expenses.

38

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments – Continued

The estimated fair values of Bancorp's financial instruments as of June 30, 2016 and December 31, 2015 were as follows:

					Fair Value Measurement at June 30, 2016
	Carrying Amount		Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets	(dollars in thousands)
Cash and cash equivalents	$	48,675	$	48,675	$	48,7675	$	-	$	-
Investment securities (HTM)		72,580		73,987		-		73,987
Loans held for sale		13,380		13,471		-		13,471		-
Loans receivable, net		609,096		613,252		-		-		613,252
FHLB stock		5,995		5,995		-		5,995		-
Accrued interest receivable		2,262		2,262		-		2,262		-
Mortgage servicing rights		486		486		-		-		486
Rate lock commitments		598		598		-		598		-
Financial Liabilities
Deposits	$	539,677	$	540,505		-	$	540,505		-
FHLB advances		125,000		121,175		-		121,175		-
Subordinated debentures		24,119		24,119		-		-		24,119
Accrued interest payable		408		408		-		408		-
Mandatory forward contracts		80		80		-		80		-
Off Balance Sheet Commitments	$	-	$	-	$	-	$	-	$	-

					Fair Value Measurement at December 31, 2015
	Carrying Amount		Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets	(dollars in thousands)
Cash and cash equivalents	$	43,591	$	43,591	$	43,591	$	-	$	-
Investment securities (HTM)		76,133		76,310		-		76,310		-
Loans held for sale		13,203		13,295		-		13,295		-
Loans receivable, net		589,656		593,742		-		-		593,742
FHLB stock		5,626		5,626		-		5,626		-
Accrued interest receivable		2,218		2,218		-		2,218		-
Mortgage servicing rights		623		623		-		-		623
Rate lock commitments		141		141		-		141		-
Mandatory forward contracts		111		111		-		111		-
Financial Liabilities
Deposits	$	523,771	$	524,458		-		524,458		-
FHLB advances		115,000		110,759		-		110,759		-
Subordinated debentures		24,119		24,119		-		-		24,119
Accrued interest payable		3,137		3,137		-		3,137		-
Off Balance Sheet Commitments	$	-	$	-	$	-	$	-	$	-

39

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments – Continued

The following methods and assumptions were used to measure the fair value of financial instruments recorded at cost on Bancorp’s consolidated balance sheet:

Cash and cash equivalents:

The carrying amount reported in the consolidated statements of financial condition for cash and cash equivalents approximate those assets’ fair values.

Investment Securities:

Bancorp utilizes a third party source to determine the fair value of its securities.  The methodology consists of pricing models based on asset class and includes available trade, bid, other market information, broker quotes, proprietary models, various databases and trading desk quotes.  All Bancorp’s investments are considered Level 2.

Loans held for sale:

The fair value of loans held for sale is based primarily on investor quotes.

Loans receivable:

The fair values of loans receivable were estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. These rates were used for each aggregated category of loans as reported on the Office of the Comptroller of the Currency Quarterly Report.

FHLB stock:

The carrying amount of FHLB stock approximates fair value based on the redemption provisions of the FHLB.  There have been no identified events or changes in circumstances that may have a significant adverse effect on the FHLB stock.  Based on our evaluation, we have concluded that our FHLB stock was not impaired at June 30, 2016 and December 31, 2015.

Accrued interest receivable and payable:

The carrying amounts of accrued interest receivable and accrued interest payable approximates their fair values.

Derivative Instruments:

Mortgage banking derivatives used in the ordinary course of business primarily consist of mandatory forward sales contracts (“forward contract”) and rate lock commitments.  The fair value of Bancorp’s derivative instruments is primarily measured by obtaining pricing from broker-dealers recognized to be market participants.  The pricing is derived from market observable inputs that can generally be verified and do not typically involve significant judgment by Bancorp.  Forward contracts and rate lock loan commitments are classified as Level 2 in the fair value hierarchy

Mortgage servicing rights:

The fair value of mortgage servicing rights is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing income.  The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income and other ancillary income such as late fees.  Management reviews all significant assumptions on a monthly basis.  Mortgage loan prepayment speed, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal.  The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the required rate of return investors in the market would require for an asset with similar risk.  Both assumptions can, and generally will, change as market conditions and interest rates change.

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SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 11 - Fair Values of Financial Instruments – Continued

Deposit liabilities:

The fair values disclosed for demand deposit accounts, savings accounts and money market deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

FHLB advances:

Fair values of long-term debt are estimated using discounted cash flow analysis, based on rates currently available for advances from the FHLB with similar terms and remaining maturities.

Subordinated debentures:

Current economic conditions have rendered the market for this liability inactive.  As such, Bancorp is unable to determine a good estimate of fair value.  Since the rate paid on the debentures held is lower than what would be required to secure an interest in the same debt at year end and we are unable to obtain a current fair value, Bancorp has disclosed that the carrying value approximates the fair value.

Off-balance sheet financial instruments:

Fair values for Bancorp’s off-balance sheet financial instruments (lending commitments and letters of credit) are not significant and are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

Note 12 - Income Taxes

There was an $11,194,000 income tax benefit recorded for the second quarter of 2016 compared to a $35,000 tax expense for the second quarter of 2015.  For the six months ended June 30, 2016, the income tax benefit was $11,194,000 compared to income tax expense of $36,000 for the same period in 2015. The income tax benefit in 2016 was primarily due to the reversal of an $11,837,000 valuation allowance previously recorded against the net deferred tax asset. This valuation allowance was first recorded in the third quarter of 2013 due to the uncertainty of whether or not the Bancorp would be able to realize the asset.

In assessing Bancorp’s ability to realize its net deferred tax asset, Management considers whether it is more likely than not that some portion or all of the net deferred tax asset will or will not be realized.  Bancorp’s ultimate realization of the net deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.  Management considers the nature and amount of historical and projected future taxable income, the scheduled reversal of deferred tax assets and liabilities, and available tax planning strategies in making this assessment.  The amount of net deferred taxes recognized could be impacted by changes to any of these variables.

Each quarter, Bancorp weighs both the positive and negative information and analyzes its position of whether or not a valuation allowance is required. Over the past several quarters, the positive information has been increasing while the negative information has been decreasing. Over the last eight quarters, the Bancorp has demonstrated consistent earnings while its level of non-performing assets has steadily decreased. Additionally, the Federal Reserve Bank and The Office of the Comptroller of the Currency have terminated their formal agreements with Bancorp, reducing regulatory risk.

41

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 12 - Income Taxes - Continued

Given the consistent earnings and improving asset quality, Bancorp’s analysis has now concluded that, as of June 30, 2016, it is more likely than not that it will generate sufficient taxable income within the applicable carry-forward periods to realize its net deferred tax asset. As such, the full valuation allowance of $11,837,000 was reversed to income tax expense at June 30, 2016. Bancorp’s net deferred tax asset was $11,239,000 as of June 30, 2016.

Note 13 - Recent Accounting Pronouncements

Under ASU 2014-09, Revenue from Contracts with Customers, establishes a comprehensive revenue recognition standard for virtually all industries under U.S. GAAP, including those that previously followed industry-specific guidance.  The revenue standard’s core principal is built on the contract between a vendor and a customer for the provision of goods and services.  It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled.  The new standard applies to all public entities for annual periods beginning after December 15, 2017.  Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year.  Bancorp has evaluated the effect of ASU 2014-09 and believes adoption will not have a material effect on the Consolidated Financial Statements.

Under ASU 2016-08, Revenue from Contracts with Customers, the new revenue standard clarifies the principal versus agent implementation guidance, but does not change the core principle of the new standard. The updates to the principal versus agent guidance:

• require an entity to determine whether it is a principal or an agent for each distinct good or service (or a distinct bundle of goods or services) to be provided to the customer;

• illustrate how an entity that is a principal might apply the control principle to goods, services, or rights to services, when another party is involved in providing goods or services to a customer;

• clarify that the purpose of certain specific control indicators is to support or assist in the assessment of whether an entity controls a good or service before it is transferred to the customer, provide more specific guidance on how the indicators should be considered, and clarify that their relevance will vary depending on the facts and circumstances; and

• revise existing examples and add two new ones to more clearly depict how the guidance should be applied.

Bancorp is currently evaluating the impact this update will have on its consolidated financial position and results of operations.

Under ASU 2016-01, Amendment to the Recognition and Measurement Guidance for Financial Instruments, an entity is required to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in Other Comprehensive Income the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of Available For Sale debt securities in combination with other deferred tax assets. The Amendment provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The Amendment also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. The new standard takes effect in 2018 for public companies. Early adoption is only permitted for the provision related to instrument-specific credit risk and the fair value disclosure exemption provided to nonpublic entities. Bancorp has evaluated the effect of ASU 2016-01 and believes adoption will not have a material effect on the Consolidated Financial Statements.

42

SEVERN BANCORP, INC. AND SUBSIDIARIES

Annapolis, Maryland

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) CONTINUED

Note 13 - Recent Accounting Pronouncements – Continued

Under ASU 2016-09 Stock Compensation, introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an “APIC pool.” The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows.

In addition, the ASU elevates the statutory tax withholding threshold to qualify for equity classification up to the maximum statutory tax rates in the applicable jurisdiction(s). The ASU also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity.

The ASU provides an optional accounting policy election (with limited exceptions), to be applied on an entity-wide basis, to either estimate the number of awards that are expected to vest (consistent with existing U.S. GAAP) or account for forfeitures when they occur.

Bancorp is currently evaluating the impact this update will have on its consolidated financial position and results of operations.

In February 2016, the FASB issued ASU 2016-02, “Leases.” The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months.  Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.  The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.  Bancorp is currently evaluating the impact this update will have on its consolidated financial position and results of operations.

Under ASU 2016-13, Financial Instruments – Credit Losses the ASU sets forth a “current expected credit loss” (CECL) model which requires Bancorp 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 some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Bancorp is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

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

The Company

Bancorp is a savings and loan holding company chartered as a corporation in the state of Maryland in 1990.  It conducts business primarily through two subsidiaries, Severn Savings Bank, FSB (“Bank”) and SBI Mortgage Company (“SBI”).  The Bank’s principal subsidiary Louis Hyatt, Inc. (“Hyatt Commercial”), conducts business as Hyatt Commercial, a commercial real estate brokerage and property management company.  SBI holds mortgages that do not meet the underwriting criteria of the Bank, and is the parent company of Crownsville Development Corporation (“Crownsville”), which is doing business as Annapolis Equity Group, which acquires real estate for syndication and investment purposes.  The Bank has four branches in Anne Arundel County, Maryland, which offer a full range of deposit products, and originate mortgages in its primary market of Anne Arundel County, Maryland and, to a lesser extent, in other parts of Maryland, Delaware and Virginia.

Bank Competition

The Annapolis, Maryland area has a high density of financial institutions, many of which are significantly larger and have greater financial resources than the Bank, and all of which are competitors of the Bank to varying degrees.  The Bank’s competition for loans comes primarily from savings and loan associations, savings banks, mortgage banking companies, insurance companies and commercial banks.  Its most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions.  The Bank faces additional competition for deposits from money market mutual funds and corporate and government securities funds and investments.  The Bank also faces increased competition for deposits from other financial institutions such as brokerage firms and insurance companies.  The Bank is a community-oriented financial institution serving its market area with a wide selection of mortgage loan products.  Management considers the Bank’s reputation and customer service to be a major competitive advantage in attracting and retaining customers in its market area.  The Bank also believes it benefits from its community orientation.

Forward Looking Statements

In addition to the historical information contained herein, the discussion in this report contains forward-looking statements that involve risks and uncertainties and may be affected by various factors that may cause actual results to differ materially from those in the forward-looking statements.  The forward-looking statements contained herein include, but are not limited to, those with respect to the Bank’s strategy; management’s determination of the amount of the loan loss allowance; the effect of changes in interest rates;  changes in deposit insurance premiums; ability to meet obligations; and legal proceedings.  The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “could,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” and similar expressions are typically used to identify forward-looking statements.  Bancorp’s operations and actual results could differ significantly from those discussed in the forward-looking statements.  Some of the factors that could cause or contribute to such differences include, but are not limited to: changes in general economic conditions and political conditions and by governmental monetary and fiscal policies; changes in the economic conditions of the geographic areas in which Bancorp conducts business; changes in interest rates; a downturn in the real estate markets in which Bancorp conducts business; the high degree of risk exhibited by Bancorp’s loan portfolio; environmental liabilities with respect to properties Bancorp has title; changes in federal and state regulation; the effects of the supervisory agreements entered into by each of Bancorp and the Bank; Bancorp’s ability to estimate loan losses; competition; breaches in security or interruptions in Bancorp’s information systems; Bancorp’s ability to timely develop and implement technology; Bancorp’s ability to retain its management team; perception of Bancorp in the market place; Bancorp’s ability to maintain effective internal controls over financial reporting and disclosure controls and procedures; and terrorist attacks and threat of actual war; and other factors detailed from time to time in Bancorp’s filings with the Securities and Exchange Commission (the “SEC”), including “Item 1A. Risk Factors” contained in Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

44

Critical Accounting Policies

Bancorp’s significant accounting policies are set forth in Note 1 of the audited consolidated financial statements as of December 31, 2015 which were included in Bancorp’s Annual Report on Form 10-K.  Of these significant accounting policies, Bancorp considers its policies regarding the allowance for loan losses, the valuation of foreclosed real estate, the evaluation of other than temporary impairment of investment securities and the valuation of the deferred tax asset to be its most critical accounting policies, given the uncertainty in evaluating the level of the allowance required to cover credit losses inherent in the loan portfolio and the material effect that such judgments can have on the results of operations and future taxable income.  In addition, changes in economic conditions can have a significant impact on real estate values of underlying collateral affecting the allowance for loan losses and therefore the provision for loan losses and results of operations as well as the valuation of foreclosed real estate.  Bancorp has developed policies and procedures for assessing the adequacy of the allowance for loan losses, recognizing that this process requires a number of assumptions and estimates with respect to its loan portfolio.  Bancorp’s assessments may be impacted in future periods by changes in economic conditions, the impact of regulatory examinations, and the discovery of information with respect to borrowers that is not known to management at the time of the issuance of the consolidated financial statements.

Overview

Bancorp provides a wide range of personal and commercial banking services. Personal services include various lending services as well as checking, individual retirement accounts, money market, savings and time deposit accounts. Commercial services include commercial secured and unsecured lending services as well as business internet banking, corporate cash management services and deposit services. Bancorp also provides ATMs, debit cards, internet banking including on-line bill pay, mortgage lending, safe deposit boxes, and telephone banking, among other products and services.

Bancorp had net income of $13,382,000 for the six months ended June 30, 2016, compared to $2,230,000 for the six months ended June 30, 2015, primarily due to an $11,194,000 income tax benefit as a result of the reversal of the valuation allowance recorded against the deferred tax asset previously recorded.  The reversal resulted in the recognition of a one-time tax benefit in the second quarter of approximately $11,837,000.  Bancorp has now concluded that, as of June 30, 2016, it is more likely than not that it will generate sufficient taxable income within the applicable carry-forward periods to realize its net deferred tax assets.

Our results of operations depend primarily on net interest income, which is the difference between the interest income from earning assets, such as loans and investments, and the interest expense incurred on interest bearing liabilities, such as deposits, borrowings and subordinated debentures.  We also generate non-interest income, including, among other sources, mortgage banking activities, real estate commissions and management fees, and service charges on deposit accounts.  Our non-interest expense consists primarily of employee compensation and benefits, net occupancy expense and other operating expenses.

If interest rates increase, demand for borrowing may decrease and Bancorp’s interest rate spread could decrease.  Bancorp will continue to manage loan and deposit pricing against the risks of rising costs of its deposits and borrowings.  Interest rates are outside the control of Bancorp, so it must attempt to balance its pricing and duration of its loan portfolio against the risks of rising costs of its deposits and borrowings.

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The continued success and attraction of Anne Arundel County, Maryland, and vicinity, will also be important to Bancorp’s ability to originate and grow mortgage loans and deposits, as will Bancorp’s continued focus on maintaining a low overhead.

If the volatility in the market and the economy worsens, our business, financial condition, results of operations, access to funds and the price of our stock could be materially and adversely impacted.

Results of Operations

Net income increased by $11,110,000 to net income of $12,475,000 for the second quarter of 2016, compared to net income of $1,365,000 for the second quarter of 2015.  Basic and diluted earnings per share were $1.02 for the second quarter of 2016 compared to $0.08 for the second quarter of 2015.Net income increased by $11,152,000 to net income of $13,382,000 for the six months ended June 30, 2016, compared to net income of $2,230,000 for the six months ended June 30, 2015.  Basic and diluted earnings per share were $1.13 and $1.12, respectively, for the six months ended June 30, 2016 compared to $0.10 for the six months ended June 30, 2015.

Net interest income, which is interest earned net of interest expense, increased by $5,000, or 0.1%, to $5,541,000 for the second quarter of 2016, compared to $5,536,000 for the second quarter of 2015.Net interest income decreased $419,000, or 3.7%, to $10,776,000 for the six months ended June 30, 2016, compared to $11,195,000 for the six months ended June 30, 2015. The primary reason for this decrease was a decrease in the yield on the loan portfolio.

Bancorp’s loan portfolio is subject to varying degrees of credit risk and an allowance for loan losses is maintained to absorb losses inherent in its loan portfolio.  Credit risk includes, but is not limited to, the potential for borrower default and the failure of collateral to be worth what Bancorp determined it was worth at the time of the granting of the loan.  Bancorp monitors its loan delinquencies at least monthly.  All loans that are delinquent and all loans within the various categories of Bancorp’s portfolio as a group are evaluated.  Bancorp’s Board, with the advice and recommendation of Bancorp’s management, estimates an allowance to be set aside for loan losses.  Included in determining the calculation are such factors as historical losses for each loan portfolio, current market value of the loan’s underlying collateral, inherent risk contained within the portfolio after considering the state of the general economy, economic trends, consideration of particular risks inherent in different kinds of lending and consideration of known information that may affect loan collectability.

The provision for loan losses stayed the same at $100,000 for the second quarter of 2016 and for the second quarter of 2015. The provision for loan losses decreased by $100,000, or 50.0%, to $100,000 for the six months ended June 30, 2016, compared to $200,000 for the same period in 2015. This decrease was primarily due to an improvement in the loan portfolio quality, a lower level of net charge-offs and lower loan delinquencies in 2016 compared to 2015.

Total non-interest income decreased by $489,000, or 21.0%, to $1,843,000 for the second quarter of 2016, compared to $2,332,000 for the second quarter of 2015.  Total non-interest income decreased by $168,000, or 5.2%, to $3,064,000 for the six months ended June 30, 2016, compared to $3,232,000 for the same period in 2015.  The primary reasons for these decreases in non-interest income were a decrease in mortgage banking activities partially offset by an increase in real estate commissions and management fees, and an increase in fair value of interest rate lock commitments and mandatory contracts entered into by the Bank.  Mortgage banking activities decreased $609,000, or 64.2%, to $340,000 for the second quarter of 2016, compared to $949,000 for the second quarter of 2015.  Mortgage banking activities decreased $387,000, or 27.3%, to $1,032,000 for the six months ended June 30, 2015, compared to $1,419,000 for the same period in 2015.  These decreases were the result of lower mortgage origination production and a decrease in the fair value of mortgage servicing rights.  Real estate commissions increased by $182,000, or 37.1%, to $673,000 for the second quarter of 2016, compared to $491,000 for the second quarter of 2015.  Real estate commissions increased $193,000, or 32.3%, to $791,000 for the six months ended June 30, 2016, compared to $598,000 for the same period in 2015.  The increase in real estate commissions was due to increased commercial sales and leasing activity in 2016 compared to 2015. Real estate management fees increased by $18,000, or 10.8%, to $185,000 for the second quarter of 2016, compared to $167,000 for the second quarter of 2015. Real estate management fees increased $25,000, or 7.7%, to $350,000 for the six months ended June 30, 2016, compared to $325,000 for the same period in 2015.  These increases are due to a higher level of commercial property under management in 2016 compared to 2015.  Other non-interest income decreased $80,000, or 11.0%, to $645,000 for the second quarter of 2015, compared to $725,000 for the second quarter of 2015.  Other non-interest income increased $1,000, or 0.1%, to $891,000 for the six months ended June 30, 2016, compared to $890,000 for the for the same period in 2015.  The primary reason for the second quarter decrease was due to the timing of certain fees collected from borrowers and income booked in 2016 for the change in fair value of interest rate lock commitments and mandatory contracts entered into by the Bank.

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Total non-interest expenses decreased $365,000, or 5.7%, to $6,003,000 for the second quarter of 2016, compared to $6,368,000 for the second quarter of 2015.  Total non-interest expenses decreased $409,000, or 3.4%, to $11,552,000 for the six months ended June 30, 2016, compared to $11,961,000 for the same period in 2015.  Compensation and related expenses decreased by $277,000, or 6.8%, to $3,814,000 for the second quarter of 2016, compared to $4,091,000 for the second quarter of 2015. Compensation and related expenses decreased by $451,000, or 5.7%, to $7,450,000 for the six months ended June 30, 2016, compared to $7,901,000 for the same period in 2015.  This was primarily due to lower commissions paid on lower mortgage banking activities in 2016 compared to 2015. Net occupancy costs decreased by $4,000, or 0.9%, to $449,000 for the second quarter of 2016, compared to $453,000 for the second quarter of 2015.  Net occupancy costs increased by $23,000, or 2.6%, to $901,000 for the six months ended June 30, 2016, compared to $878,000 for the same period in 2015.  These variances were the result of the timing of maintenance costs in 2016 compared to 2015, partially offset by an increase in rents collected from tenants.  Legal fees decreased by $61,000, or 91.0%, to $6,000 for the second quarter of 2015, compared to $67,000 for the second quarter of 2015.  Legal fees increased $7,000, or 5.4%, to $136,000 for the six months ended June 30, 2016, compared to $129,000 for the same period in 2015. These variances were primarily due to the timing of services needed from outside legal firms in 2016 compared to 2015. Foreclosed real estate, net increased by $46,000, or 88.5%, to $98,000 for the second quarter of 2015 compared to $52,000 for the second quarter of 2015.  Foreclosed real estate, net increased by $156,000 to $143,000 for the six months ended June 30, 2016, compared to ($13,000) for the same period in 2015.  These increases were primarily due to higher losses and expenses on properties sold in 2016, compared to 2015.FDIC assessments and regulatory expense decreased by $128,000, or 43.8% to $164,000 for the second quarter of 2016, compared to $292,000 for the second quarter of 2015.  FDIC assessments and regulatory expense decreased by $316,000, or 51.8% to $294,000 for the six months ended June 30, 2016, compared to $610,000 for the same period in 2015.  These decreases were primarily due to a decrease in the risk-based assessment charged by the FDIC due to Bancorp’s release from its regulatory agreements.  Professional fees stayed constant at $235,000 for the second quarter of 2016 and for the second quarter of 2015.  Professional fees decreased by $94,000, or 18.8% to $407,000 for the six months ended June 30, 2016, compared to $501,000 for the same period in 2015.  This decrease was primarily due to a decrease in consulting related fees during the first quarter of 2016.  Advertising increased $7,000, to $208,000 for the second quarter of 2016, compared to $201,000 for the second quarter of 2015.  Advertising decreased by $2,000, or 0.6% to $341,000 for the six months ended June 30, 2016, compared to $343,000 for the same period in 2015.  Online charges increased $45,000, or 22.7%, to $243,000 for the second quarter of 2016, compared to $198,000 for the second quarter of 2015.  Online charges increased by $93,000, or 22.9% to $500,000 for the six months ended June 30, 2016, compared to $407,000 for the same period in 2015.These increases were primarily due to additional online products offered to customers in 2016 compared to 2015.  Credit report and appraisal fees decreased $117,000, or 33.8%, to $229,000 for the second quarter of 2016, compared to $346,000 for the second quarter of 2015.  Credit report and appraisal fees decreased by $144,000, or 30.3% to $332,000 for the six months ended June 30, 2016, compared to $476,000 for the same period in 2015.  These decreases were primarily due to a lower volume of credit reports and appraisals ordered due to the decrease in mortgage banking activities in 2016 compared to 2015.  Other non-interest expenses increased by $124,000, or 28.6%, to $557,000 for the second quarter of 2016 compared to $433,000 for the second quarter of 2015.  Other non-interest expenses increased by $319,000, or 43.8% to $1,048,000 for the six months ended June 30, 2016, compared to $729,000 for the same period in 2015.  These increases were primarily due to a decrease in the provision for contingent liabilities and the fair value of mandatory contracts.

Income Taxes

There was an $11,194,000 income tax benefit recorded for the second quarter of 2016 compared to a $35,000 tax expense for the second quarter of 2015.  For the six months ended June 30, 2016, the income tax benefit was $11,194,000 compared to income tax expense of $36,000 for the same period in 2015. The income tax benefit in 2016 was primarily due to the reversal of an $11,837,000 valuation allowance previously recorded against the net deferred tax asset. This valuation allowance was first recorded in the third quarter of 2013.

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In assessing the Bancorp’s ability to realize its net deferred tax asset, Management considers whether it is more likely than not that some portion or all of the net deferred tax asset will or will not be realized.  Bancorp’s ultimate realization of the net deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible.  Management considers the nature and amount of historical and projected future taxable income, the scheduled reversal of deferred tax assets and liabilities, and available tax planning strategies in making this assessment.  The amount of net deferred taxes recognized could be impacted by changes to any of these variables.

Bancorp has now concluded that, as of June 30, 2016, it is more likely than not that it will generate sufficient taxable income within the applicable carry-forward periods to realize its net deferred tax asset. The Bancorp’s net deferred tax asset was $11,239,000 as of June 30, 2016 and is included in the other assets category within the financial statements.

Analysis of Financial Condition

Total assets increased $32,063,000, or 4.2%, to $794,142,000 at June 30, 2016, compared to $762,079,000 at December 31, 2015.Cash and cash equivalents increased by $5,084,000, or 11.7%, to $48,675,000 at June 30, 2015, compared to $43,591,000 at December 31, 2015.  This increase was primarily due to a higher level of deposits at June 30, 2016 compared to December 31, 2015.  Loans receivable, net increased $19,440,000, or 3.3%, to $609,096,000 at June 30, 2016, compared to $589,656,000 at December 31, 2015.  This increase was due to a continued higher demand for commercial loans during 2016 compared to 2015.  Loans held for sale increased $177,000, or 1.3%, to $13,380,000 at June 30, 2016, compared to $13,203,000 at December 31, 2015.  This increase was primarily due to the timing of loans sold through June 30, 2016 compared to December 31, 2015.  Foreclosed real estate decreased $632,000, or 36.2%, to $1,112,000 at June 30, 2016 compared to $1,744,000 at December 31, 2015. This decrease was the result of additional properties sold and less properties foreclosed on during 2016 compared to 2015.

Total liabilities increased $18,998,000 or 2.8%, to $694,621,000 from $675,623,000 at December 31, 2015.  Total deposits increased $15,906,000, or 3.0%, to $539,677,000 at June 30, 2016 compared to $523,771,000 at December 31, 2015.  This increase was primarily due to an increase in deposits from commercial relationships.  Long-term and short-term borrowings increased by $10,000,000, or 8.7%, to $125,000,000 at June 30, 2016 compared to $115,000,000 at December 31, 2015.  The increase was due to a $10,000,000 90-day FHLB short-term advance obtained in May 2016 to help fund increased loan demand.  This advance, as well as other borrowings, will begin to mature in August, 2016.  Accrued interest payables and other liabilities decreased $6,908,000, or 54.3%, to $5,825,000 at June 30, 2016 compared to $12,733,000 at December 31, 2015.  This decrease is due to the payment of the TARP and Trust Preferred accruals for dividends and interest.

Stockholders’ Equity

Total stockholders’ equity increased $13,065,000 to $99,521,000 at June 30, 2016 compared to $86,456,000 as of December 31, 2015.  This increase was primarily a result of Bancorp raising $10,510,000 of new common equity by entering into subscription agreements with various purchasers under which it issued a total of 2,015,500 shares of its common stock at a price of $5.50 per share, and net income for the six months ended June 30, 2016, partially offset by the redemption of $10,000,000 of its Series B Preferred Stock and dividends declared on Bancorp’s preferred stock.

Liquidity

Bancorp’s liquidity is determined by its ability to raise funds through several sources including borrowed funds, capital, deposits, loan repayments, maturing investments and the sale of loans.

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In assessing its liquidity, the management of Bancorp considers operating requirements, anticipated deposit flows, expected funding of loans, deposit maturities and borrowing availability, so that sufficient funds may be available on short notice to meet obligations as they arise or to permit Bancorp to take advantage of business opportunities.

Management believes Bancorp has sufficient cash flow and liquidity to meet its current commitments through the next 12 months.  Certificates of deposit, which are scheduled to mature in less than one year, totaled $164,379,000 at June 30, 2016.Based on past experience, management believes that a significant portion of such deposits will remain with Bancorp.At June 30, 2016,Bancorp had commitments to originate mortgage loans of $8,763,000, unadvanced home equity lines of credit of $7,641,000, unadvanced construction commitments of $20,117,000, unused lines of credit of $29,440,000 and commitments under standby letters of credit of $4,397,000.  Bancorp has the ability to reduce its commitments for new loan originations, adjust other cash outflows, and borrow from FHLB Atlanta should the need arise.  As of June 30, 2016, outstanding FHLB Atlanta borrowings totaled $125,000,000, and Bancorp had available to it an additional $65,458,000 in borrowing availability from FHLB Atlanta.

Net cash provided by operating activities was $1,861,000 for the six months ended June 30, 2016, compared to net cash provided by operating activities in the amount of $909,000 for the same period in 2015, an increase in cash provided by operating activities of $952,000. This change was primarily the result of the reversal of the allowance on the net deferred tax asset, partially offset by an increase in net income and a decrease in accrued interest and dividend payables for the payment of the Series B Preferred Stock and 2035 Debentures for cumulative dividends and interest.  Net cash used in investing activities was $15,721,000 for the six months ended June 30, 2016, compared to $14,111,000 of net cash provided by investing activities for the same period in 2015, a decrease in cash provided by investing of $29,832,000.  This change was primarily due to a net increase in loans receivable of $20,025,000.  Net cash provided by financing activities increased $18,550,000 to $18,944,000 for the six months ended June 30, 2016, compared to $394,000 used in financing activities for the same period in 2015.  Thisincrease was primarily due to net proceeds received from the issuance of common stock in 2016 and the FHLB advance, and an increase in customer deposits, partially offset by the redemption of $10,000,000 of Series B Preferred Stock and dividendspaid on Preferred Stock in the amount of $7,472,000.

Federal Home Loan Bank of Atlanta Line of Credit

The Bank has an available line of credit, secured by various loans in its portfolio, in the amount of twenty five percent of its total assets, with the FHLB Atlanta.  As of June 30, 2016, the total available line of credit with the FHLB Atlanta was approximately $190,458,000, of which $125,000,000 was outstanding in the form of long-term and short-term borrowings.  The Bank, from time to time, utilizes the line of credit when interest rates are more favorable than obtaining deposits from the public.

The following table sets forth information concerning the interest rates and maturity dates of the advances from the FHLB Atlanta as of June 30, 2016 (dollars in thousands):

Principal Amount		Rate		Maturity
$	25,000	0.51% to 1.83%			2016
	70,000	2.43% to 4.05%			2017
	15,000	2.58% to 3.43%			2018
	15,000		4.00%		2019
$	125,000

Subordinated Debentures

As of June 30, 2016, Bancorp had outstanding $20,619,000 principal amount of Junior Subordinated Debt Securities Due 2035 (the “2035 Debentures”).  The 2035 Debentures were issued pursuant to an Indenture dated as of December 17, 2004 (the “2035 Indenture”) between Bancorp and Wells Fargo Bank, National Association, as Trustee.  The 2035 Debentures pay interest quarterly at a floating rate of interest of LIBOR (0.63% as of June 30, 2016) plus 200 basis points, and mature on January 7, 2035.  Payments of principal, interest, premium and other amounts under the 2035 Debentures are subordinated and junior in right of payment to the prior payment in full of all senior indebtedness of Bancorp, as defined in the 2035 Indenture.  The 2035 Debentures became redeemable, in whole or in part, by Bancorp on January 7, 2010.

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The 2035 Debentures were issued and sold to Severn Capital Trust I (the “Trust”), of which 100% of the common equity is owned by Bancorp.  The Trust was formed for the purpose of issuing corporation-obligated mandatorily redeemable Capital Securities (“Capital Securities”) to third-party investors and using the proceeds from the sale of such Capital Securities to purchase the 2035 Debentures.  The 2035 Debentures held by the Trust are the sole assets of the Trust.  Distributions on the Capital Securities issued by the Trust are payable quarterly at a rate per annum equal to the interest rate being earned by the Trust on the 2035 Debentures.  The Capital Securities are subject to mandatory redemption, in whole or in part, upon repayment of the 2035 Debentures.  Bancorp has entered into an agreement which, taken collectively, fully and unconditionally guarantees the Capital Securities subject to the terms of the guarantee.  Under the terms of the 2035 Indenture, Bancorp is permitted to defer the payment of interest on the 2035 Debentures for up to 20 consecutive quarterly periods provided that no event of default has occurred and is continuing.  At December 31, 2015, the 2035 Debenture had deferred interest of $1,863,000.  As of June 30, 2016, Bancorp is current on all interest due on the 2035 Debenture.

Under the terms of Bancorp’s 2035 Indenture, if Bancorp defers payments of interest on the 2035 Debentures, Bancorp may not, among other things, declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock, including common stock until all such deferred interest has been paid.

On November 15, 2008, Bancorp completed a private placement offering consisting of a total of 70 units, at an offering price of $100,000 per unit, for gross proceeds of $7.0 million. Each unit consists of 6,250 shares of Bancorp's Series A 8.0% Non-Cumulative Convertible Preferred Stock and Bancorp's Subordinated Note in the original principal amount of $50,000.

The aggregate principal amount of Subordinated Notes outstanding at June 30, 2016 was $3,500,000.  The Subordinated Notes earn interest at an annual rate of 8.0%, payable quarterly in arrears on the last day of March, June, September and December commencing December 31, 2008.  The Subordinated Notes are redeemable in whole or in part at the option of Bancorp at any time beginning on December 31, 2009 until maturity, which is December 31, 2018.  Debt issuance costs totaled $245,000 and are being amortized over 10 years.  Interest payments on the Subordinated Notes were current as of June 30, 2016.

Common Stock

In April 2016, Bancorp issued a total of 2,015,500 shares of its common stock at a price of $5.50 per share to various purchasers in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder.  The offering resulted in gross proceeds of approximately $11,085,000.  Costs related to the issuance of the common stock totaled approximately $575,000 and were netted against the proceeds.  Proceeds from the private placement were used in part to pay all accrued and unpaid interest on 2035 Debentures and Series B Preferred Stock, and dividends on Bancorp’s Series B Preferred Stock, partially redeem its Series B Preferred Stock, and for general corporate and working capital purposes.

Preferred Stock

Bancorp issued a total of 437,500 shares of its Series A 8.0% Non-Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) as part of the private placement offering completed on November 15, 2008.  The liquidation preference is $8.00 per share.  Each share of Series A Preferred Stock is convertible at the option of the holder into one share of Bancorp’s common stock, subject to adjustment upon certain corporate events. The initial conversion rate is equivalent to an initial conversion price of $8.00 per share of Bancorp’s common stock. At the option of Bancorp, on and after December 31, 2013, at any time and from time to time, some or all of the Series A Preferred Stock may be converted into shares of Bancorp’s common stock at the then-applicable conversion rate.  Costs related to the issuance of the preferred stock totaled $247,000 and were netted against the proceeds.

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If declared by Bancorp's board of directors, cash dividends at an annual rate of 8.0% will be paid quarterly in arrears on the last day of March, June, September and December commencing December 31, 2008. Dividends will not be paid on Bancorp’s common stock in any quarter until the dividend on the Series A Preferred Stock has been paid for such quarter; however, there is no requirement that Bancorp's board of directors declare any dividends on the Series A Preferred Stock and any unpaid dividends shall not be cumulative.  On June 30, 2016, Bancorp declared and paid a dividend on the Series A Preferred Stock in the aggregate amount of $70,000.  Prior to that, Bancorp had not paid a dividend on the Series A Preferred Stock since the first quarter of 2012.

On November 21, 2008, Bancorp entered into an agreement with the United States Department of the Treasury (“Treasury”), pursuant to which Bancorp issued and sold (i) 23,393 shares of its Series B Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share, (the “Series B Preferred Stock”) and (ii) a warrant (the “Warrant”) to purchase 556,976 shares of Bancorp’s common stock, par value $0.01 per share, for an aggregate purchase price of $23,393,000.  Costs related to the issuance of the preferred stock and warrants totaled $45,000 and were netted against the proceeds.  On September 25, 2013, the Treasury sold all of its 23,393 shares of Series B Preferred Stock to outside investors as part of their ongoing efforts to wind down and recover its remaining investments under the Troubled Asset Relief Program (“TARP’).  The terms of the Series B Preferred Stock remain the same.  The Treasury continues to hold a warrant to purchase 556,976 shares of Bancorp’s common stock.

The Series B Preferred Stock qualifies as Tier 1 capital and pays cumulative compounding dividends at a rate of 9% per annum. The Series B Preferred Stock may be redeemed by Bancorp. On May 11, 2016, Bancorp redeemed 10,000 shares of the Series B Preferred Stock for a payment of $10,000,000 and has 13,393 shares still outstanding as of June 30, 2016.

On April 15, 2016, Bancorp paid all unpaid cumulative dividends and interest in arrears on the Series B Preferred Stock totaling $7,590,000.  On May 11, 2016, Bancorp declared and paid a dividend of $326,000 on the Series B Preferred Stock.

The Series B Preferred Stock has no maturity date and ranks pari passu with Bancorp’s existing Series A Preferred Stock, in terms of dividend payments and distributions upon liquidation, dissolution and winding up of Bancorp.

The Series B Preferred Stock is non-voting, other than class voting rights on certain matters that could adversely affect the Series B Preferred Stock. If dividends on the Series B Preferred Stock have not been paid for an aggregate of six quarterly dividend periods or more, whether consecutive or not, Bancorp’s authorized number of directors will be automatically increased by two and the holders of the Series B Preferred Stock, voting together with holders of any then outstanding voting parity stock, will have the right to elect those directors at Bancorp’s next annual meeting of stockholders or at a special meeting of stockholders called for that purpose. These preferred share directors will be elected annually and serve until all accrued and unpaid dividends on the Series B Preferred Stock have been paid.  In connection with the sale by the Treasury of the Series B Preferred Stock, the Federal Reserve obtained waivers from the outside investors who purchased the Series B Preferred Stock in which such investors agreed not to exercise their right to elect directors, and certain other voting or control rights, without the prior approval of the Federal Reserve.

The Warrant has a 10-year term and is immediately exercisable at an exercise price of $6.30 per share of Common Stock.   The exercise price and number of shares subject to the Warrant are both subject to anti-dilution adjustments.  Pursuant to the Purchase Agreement, Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant.

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Bancorp’s ability to declare dividends on its common stock are limited by the terms of Bancorp’s Series A Preferred Stock and Series B Preferred Stock.  Bancorp may not declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, or make any guarantee payment with respect to its common stock in any quarter until the dividend on the Series A Preferred Stock has been declared and paid for such quarter, subject to certain minor exceptions.  Additionally Bancorp may not declare or pay any dividend or distribution on its common stock, and Bancorp may not purchase, redeem or otherwise acquire for consideration any of its common stock, unless all accrued and unpaid dividends for all past dividend periods, including the latest completed dividend period, on all outstanding shares of Series B Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside), subject to certain minor exceptions.

Effects of Inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America and practices within the banking industry which require the measurement of financial condition and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation.  Unlike industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature.  As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.

Average Balance Sheet

The following table presents Bancorp’s distribution of the average consolidated balance sheets and net interest analysis for the six months ended June 30, 2016 and June 30, 2015:

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	Six Months Ended June 30, 2016							Six Months Ended June 30, 2015
	Average Volume		Interest		Yield/Cost			Average Volume		Interest		Yield/Cost
	(dollars in thousands)
ASSETS
Loans (1)	$	604,699	$	14,368		4.75	%	$	630,620	$	14,992		4.75	%
Held to maturity securities (2)		74,993		610		1.63	%		59,742		474		1.59	%
Other interest-earning assets (3)		9,699		168		3.46	%		11,724		173		2.95	%
Total interest-earning assets		689,391		15,146		4.39	%		702,086		15,639		4.46	%
Non-interest earning assets		77,951							73,784
Total assets	$	767,342						$	775,870
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings and checking deposits	$	249,043		308		0.25	%	$	244,205		326		0.27	%
Certificates of deposit		278,812		1,675		1.20	%		297,322		1,697		1.14	%
Borrowings		141,537		2,387		3.37	%		139,130		2,421		3.48	%
Total interest-bearing liabilities		669,392		4,370		1.31	%		680,657		4,444		1.31	%
Non-interest bearing liabilities		10,959							12,660
Stockholders' equity		86,991							82,553
Total liabilities and stockholders’ equity	$	767,342						$	775,870
Net interest income and interest rate spread			$	10,776		3.08	%			$	11,195		3.15	%
Net interest margin						3.13	%						3.19	%
Average interest-earning assets to average interest-bearing liabilities						102.99	%						103.15	%

(1) Non-accrual loans and loans held for sale are included in the average balances and in the computation of yields.

(2) Bancorp does not have any tax-exempt securities.

(3) Other interest-earning assets include interest-bearing deposits in other banks, federal funds sold and FHLB stock investments.

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Recent Accounting Pronouncements

For information concerning recent accounting pronouncements, see Note 12 to the unaudited Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in market risk since December 31, 2015, as reported in Bancorp’s Form 10-K filed with the SEC on March 18, 2016.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of Bancorp's management, including its Chief Executive Officer and Chief Financial Officer, Bancorp has evaluated the effectiveness of its disclosure controls and procedures as of June 30, 2016.  Disclosure controls and procedures are defined in Rule 13a-15(e) under the Securities Exchange Act as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, Bancorp’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

Bancorp’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of Bancorp’s internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), to determine whether any changes occurred during the quarter ended June 30, 2016, that have materially affected, or are reasonably likely to materially affect, Bancorp’s internal control over financial reporting.  Based on that evaluation, there were no such changes during the quarter ended June 30, 2016.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bancorp have been detected.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are various claims pending involving Bancorp, arising in the normal course of business.  Management believes, based upon consultation with legal counsel, that liabilities arising from these proceedings, if any, will not be material to Bancorp’s consolidated financial condition and consolidated results of operations.

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Item 1A. Risk Factors

The risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 should be carefully considered by you. If any of the risks actually occur, Bancorp’s business, financial condition or results of operations could be materially and adversely affected.  The risks described in our Annual Report on Form 10-K are not the only risks facing Bancorp.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.  This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Bancorp’s actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by Bancorp described in Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

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

In April 2016, Bancorp issued a total of 2,015,500 shares of its common stock at a price of $5.50 per share to various purchasers in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D of the rules and regulations promulgated thereunder.  The offering resulted in gross proceeds of approximately $11,085,000.  Costs related to the issuance of the common stock totaled approximately $575,000 and were netted against the proceeds.  Proceeds from the private placement were used in part to pay all accrued and unpaid interest and dividends on Bancorp’s Series B Preferred Stock, partially redeem its Series B Preferred Stock, and for general corporate and working capital purposes..

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10-Q as of June 30, 2016 and for the six months ended June 30, 2016, 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 Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to 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.

	SEVERN BANCORP, INC.
August 11, 2016	Alan J. Hyatt
	Alan J. Hyatt, Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)
August 11, 2016	Paul B. Susie
	Paul B. Susie, Executive Vice President, Chief Financial Officer
	(Principal Financial and Accounting Officer)

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Exhibit Index

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10-Q as of June 30, 2016 and for the six months ended June 30, 2016, 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 Stockholders’ Equity for the Six Months Ended June 30, 2016 and 2015; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.

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