Dallas R. Arthur
Bradford Bank Files Mutual-to-Stock Conversion Registration Statement;
Expects to Receive Cease and Desist Order
Baltimore, Maryland - (September 19, 2008): Bradford Bank announced today the filing of a
registration statement with the Securities and Exchange Commission with respect to an initial public
offering of common stock of its proposed holding company. This filing is in connection with the Bank’s
proposed conversion from the mutual holding company form of organization to the stock holding
company form of organization. Bradford Bancorp, Inc., a Maryland corporation, has been organized to
offer for sale in the conversion shares of common stock to depositors and borrowers of Bradford Bank as
well as to the community.
Bradford Bancorp expects to sell in the offering between a minimum of 2,125,000 shares and a
maximum of 2,875,000 shares of common stock at $10 per share (subject to a possible 15% increase to
3,306,250 shares). The amount of common stock offered in the conversion is based on an independent
appraisal of the estimated market value of Bradford Bank on a consolidated basis.
The conversion is subject to regulatory approval and the approval of the members of Bradford
Bank MHC, Bradford Bank’s mutual holding company parent. The offering of shares in the conversion is
expected to occur late in the fourth quarter of 2008 and early in the first quarter of 2009.
Bradford Bank also announced today that the Office of Thrift Supervision has advised Bradford
Bank it will issue a Cease and Desist Order to the Bank and its holding company. Bradford Bank expects
the Cease and Desist Order will require it to, among other things, not originate or commit to originate any
new acquisition, development, nonresidential real estate, commercial, construction or land loans without
prior regulatory approval and to prepare a capital plan to have and thereafter maintain a Tier One risk-
based capital ratio of 8.0% or greater and a total risk-based capital ratio of 12.0% or greater.
A registration statement relating to the common stock of Bradford Bancorp has been filed with
the Securities and Exchange Commission, but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This
release does not constitute an offer to sell or a solicitation of an offer to buy common stock, nor shall
there be any sale of the common stock in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state. The offer is
made only by the prospectus. The shares of common stock are not savings accounts or savings deposits,
may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government
Bradford Bank is a federally chartered savings bank headquartered in Baltimore, Maryland.
Bradford Bank currently operates from its corporate headquarters and 9 full-service offices in the greater
Baltimore metropolitan area. As of June 30, 2008, Bradford Bank MHC had total consolidated assets of
$526.7 million, total deposits of $413.5 million and total stockholders’ equity of $36.1 million.
This news release contains certain forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,”
“anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such
as “will,” “would,” “should,” “could” or “may.” Forward-looking statements, by their nature, are subject
to risks and uncertainties. A number of factors could cause actual conditions, events or results to differ
significantly from those described in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. The following factors, among others, could cause the actual results to
differ materially from the expectations stated in this news release: an increase in competitive pressures on
depository institutions; a failure to obtain governmental approval of the conversion and stock offering or
the imposition of adverse regulatory conditions in connection with such approval; and the failure of
Bradford Bank MHC’s eligible members to approve the stock conversion.