UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

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

For the Quarterly Period Ended September 30, 2012

¨	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 0-22961

ANNAPOLIS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

52-1595772

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1000 Bestgate Road, Annapolis, Maryland 21401

(Address of principal executive offices)

(410) 224-4455

(Registrants telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, 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 a shorter period that the registrant was required to submit and post such files). YES x 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

At October 31, 2012, the Registrant had 3,975,601 shares of common stock outstanding.

TABLE OF CONTENTS


	PAGE
PART I - FINANCIAL INFORMATION

Item 1 – Financial Statements

Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011		1

Consolidated Statements of Operations for the Three and Nine Month Periods Ended September 30, 2012 and 2011 (unaudited)		2

Consolidated Statements of Comprehensive Income for the Three and Nine Month Periods Ended September 30, 2012 and 2011 (unaudited)		3

Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 30, 2012 and 2011 (unaudited)		4-5

Notes to Consolidated Financial Statements (unaudited)		6-30

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		31-42

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		42

Item 4 – Controls and Procedures		42

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings		43

Item 1A – Risk Factors		43

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		43

Item 3 – Defaults Upon Senior Securities		43

Item 4 – Mine Safety Disclosures		43

Item 5 – Other Information		43

Item 6 – Exhibits		44-45

SIGNATURES		46

CERTIFICATIONS

This Quarterly Report on Form 10-Q contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Report and include all statements regarding the intent, belief or current expectations of Annapolis Bancorp, Inc. (the “Company”), its directors or its officers with respect to, among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition, results of operations; plans and objectives (iii) the Company’s growth strategy; (iv) the Company’s future performance and business, including, but not limited to statements with respect to the adequacy of the allowance for credit losses, delinquency trends, market risk and the impact of interest rate changes, capital markets conditions, capital adequacy and liquidity, and the effect of legal proceedings and new accounting standards on the Company’s financial condition and results of operations; and (v) the declaration and payment of dividends. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of

future performance and involve certain risks and uncertainties which could cause actual results to differ materially from those expressed in forward-looking statements. Factors that might cause such a difference may, include, but are not limited to: (i) the rate of declining growth in the economy and employment levels, as well as general business and economic conditions; (ii) changes in interest rates, as well as the magnitude of such changes; (iii) the fiscal and monetary policies of the federal government and its agencies; (iv) changes in federal bank regulatory and supervisory policies, including required levels of capital; (v) the relative strength or weakness of the consumer and commercial credit sectors and of the real estate market; (vi) the performance of the stock and bond markets; (vii) competition in the financial services industry, (viii) possible legislative, tax or regulatory changes, and such other risks and uncertainties as set forth in the Company’s filings with the Securities and Exchange Commission. All forward-looking statements included in this quarterly report on Form 10-Q are based upon information available to the Company as of the date of this report, and other than to the extent required by applicable law, including the requirements of applicable securities laws, the Company undertakes no obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I - FINANCIAL INFORMATION

Item 1- Financial Statements

Annapolis Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

as of September 30, 2012 and December 31, 2011

(in thousands)


	(Unaudited) September 30, 2012		(Audited) December 31, 2011
Assets
Cash and due from banks	$	1,951	$	2,026
Interest bearing balances with banks		39,996		18,288
Federal funds sold and other overnight investments		11		26,583
Investment securities available for sale, at fair value		91,777		87,549
Federal Reserve and Federal Home Loan Bank stock		2,864		2,992
Loans, less allowance for credit losses of $6,647 and $7,182		278,102		283,284
Premises and equipment, net		9,797		8,418
Accrued interest receivable		1,350		1,279
Deferred income taxes		2,390		2,617
Investment in bank owned life insurance		5,783		5,624
Prepaid FDIC Insurance		954		1,198
Real estate owned		697		1,222
Other assets		683		490

Total Assets	$	436,355	$	441,570

Liabilities and Stockholders’ Equity
Deposits
Noninterest bearing	$	57,314	$	56,664
Interest bearing		281,501		293,717
Securities sold under agreements to repurchase		18,895		11,344
Long-term borrowings		35,000		35,000
Guaranteed preferred beneficial interests in junior subordinated debentures		5,000		5,000
Accrued dividends and interest payable		188		219
Other liabilities		2,381		2,258

Total liabilities		400,279		404,202

Stockholders’ Equity
Preferred stock, par value $0.01 per share; authorized 5,000,000 shares; Series A, $1,000 per share liquidation preference, shares issued and outstanding 4,076 shares at September 30, 2012 and 8,152 at December 31, 2011, net of discount of zero and $6		4,076		8,146
Common stock, par value $0.01 per share; authorized 10,000,000 shares; issued and outstanding 3,975,471 shares at September 30, 2012 and 3,958,293 at December 31, 2011		40		39
Warrants		234		234
Paid in capital		11,847		11,779
Retained earnings		18,815		16,179
Accumulated other comprehensive income		1,064		991

Total stockholders’ equity		36,076		37,368

Total liabilities and stockholders’ equity	$	436,355	$	441,570

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

Annapolis Bancorp, Inc. and Subsidiaries

Consolidated Statements of Operations

for the Three and Nine Month Periods Ended September 30, 2012 and 2011

(unaudited)

(in thousands, except Shares and Per Share data)


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012			2011		2012			2011
Interest and dividend income
Loans, including fees	$	4,338		$	4,348	$	12,817		$	12,807
Interest bearing balances with banks		9			4		24			13
Federal funds sold and other overnight investments		9			12		31			27
Mortgage-backed securities		264			363		863			1,081
U. S. Government agencies securities		219			245		635			870
State and municipal securities		9			11		32			33
Equity securities		21			21		71			60

Total interest and dividend income		4,869			5,004		14,473			14,891

Interest expense
Certificates of deposit, $100,000 or more		140			144		435			415
Other deposits		227			397		768			1,314
Securities sold under agreements to repurchase		13			18		36			59
Interest on long-term borrowings		330			328		985			974

Total interest expense		710			887		2,224			2,762

Net interest income		4,159			4,117		12,249			12,129
Provision for credit losses		29			338		306			1,574

Net interest income after provision for credit losses		4,130			3,779		11,943			10,555

Noninterest income
Service charges and fees on deposits		309			322		903			938
Mortgage banking fees		111			59		207			76
Other fee income		130			229		313			227
Gain on sale of loans		0			18		0			165
(Loss) gain on sale of real estate owned and repossessed assets		(41	)		31		(12	)		8
Loss on disposal of fixed assets		0			0		0			(31	)

Total noninterest income		509			659		1,411			1,383

Noninterest expense
Personnel		1,620			1,826		4,927			5,301
Occupancy and equipment		361			360		1,108			1,204
Data processing		209			214		629			635
Legal and professional fees		117			138		385			363
Marketing		50			63		267			295
FDIC Insurance		88			57		256			338
Other operating expenses		403			737		1,207			1,518

Total noninterest expense		2,848			3,395		8,779			9,654

Income before income taxes		1,791			1,043		4,575			2,284
Income tax expense		680			375		1,719			782

Net income		1,111			668		2,856			1,502
Preferred stock dividend and discount accretion		51			123		220			367

Net income available to common shareholders	$	1,060		$	545	$	2,636		$	1,135

Basic earnings per common share	$	0.27		$	0.14	$	0.66		$	0.29

Basic weighted average shares		3,975,395			3,952,772		3,973,132			3,947,233

Diluted earnings per common share	$	0.26		$	0.14	$	0.65		$	0.29

Diluted weighted average shares		4,122,664			3,954,688		4,084,417			3,954,842

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

Annapolis Bancorp, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

for the Three and Nine Month Periods Ended September 30, 2012 and 2011

(unaudited)

(dollars in thousands)


	For the Three Months Ended September 30,
	2012		2011
Net income	$	1,111	$	668
Unrealized net holding gains, on
Available-for-sale portfolios, net of tax of $49 and $311, respectively		77		477

Comprehensive income	$	1,188	$	1,145


	For the Nine Months Ended September 30,
	2012		2011
Net income	$	2,856	$	1,502
Unrealized net holding gains, on
Available-for-sale portfolios, net of tax of $47 and $497, respectively		73		763

Comprehensive income	$	2,929	$	2,265

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

Annapolis Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

for the Nine Month Periods Ended September 30, 2012 and 2011

(unaudited)

(in thousands)


	For the Nine Months Ended September 30,
	2012			2011
Cash flows from operating activities
Net income	$	2,856		$	1,502
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		371			466
Amortization of premiums and accretions of discounts, net		197			230
Provision for credit losses		306			1,574
Provisions for loss, other real estate owned		28			37
Origination of loans held for sale		0			(8,186	)
Proceeds from sale of loans held for sale		0			9,730
Stock based compensation		64			87
Deferred income taxes		180			(321	)
Earnings on life insurance policies		(159	)		(137	)
Gain on sale of loans held for sale		0			(165	)
Loss (gain) on sale of real estate owned and repossessed assets		12			(8	)
Loss on write-down and disposal of fixed assets		0			230
(Increase) decrease in:
Accrued interest receivable		(71	)		264
Prepaid FDIC insurance		244			351
Other assets		(217	)		423
Increase (decrease) in:
Accrued interest payable		(31	)		(10	)
Accrued income taxes, net of taxes refundable		(78	)		403
Deferred loan origination fees		5			(123	)
Other liabilities		201			428

Net cash provided by operating activities		3,908			6,775

Cash flows from investing activities
Proceeds from sales and maturities of securities available for sale		29,347			35,468
Purchase of securities available for sale		(33,524	)		(23,042	)
Net decrease (increase) in federal funds sold		26,572			(9,640	)
Net (increase) decrease in interest bearing balances with banks		(21,708	)		178
Net decrease (increase) in loans receivable, net		4,485			(16,411	)
Improvements to other real estate owned and repossessed assets		(41	)		0
Purchase of premises and equipment, net of disposals		(1,778	)		(365	)
Proceeds from sales of real estate owned and repossessed assets		964			502

Net cash provided by (used in) investing activities		4,317			(13,310	)

Annapolis Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)

for the Nine Month Periods Ended September 30, 2012 and 2011

(unaudited)

(in thousands)

(continued)


	For the Nine Months Ended September 30,
	2012			2011
Cash flows from financing activities
Net (decrease) increase in:
Time deposits		(7,244	)		1,349
Other deposits		(4,322	)		(2,179	)
Securities sold under agreements to repurchase		7,551			1,597
Redemption of preferred stock		(4,076	)		0
Proceeds from stock options exercised		0			14
Proceeds from issuance of common stock		5			6
Payment of preferred stock dividend		(214	)		(305	)

Net cash (used in) provided by financing activities		(8,300	)		482

Net decrease in cash		(75	)		(6,053	)
Cash and cash equivalents, beginning of period		2,026			7,854

Cash and cash equivalents, end of period	$	1,951		$	1,801

Supplemental cash flow information
Interest paid, including interest credited to accounts	$	2,468		$	3,078
Income taxes paid	$	1,862		$	1,167

Non-cash investing activities
Transfers from loans to real estate owned	$	288		$	25
Transfers from loans to other assets	$	98		$	20

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

Annapolis Bancorp, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

for the Nine Month Periods Ended September 30, 2012 and 2011

(unaudited)

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Annapolis Bancorp, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required for complete financial statements. In the opinion of management, all adjustments and reclassifications that are normal and recurring in nature and are considered necessary for fair presentation have been included. Operating results for the nine month period ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012 or any other period. These unaudited consolidated financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2011, which includes the consolidated financial statements and footnotes. Certain reclassifications have been made to amounts previously reported to conform to the classifications made in 2012.

Note B – Business

The Company was incorporated on May 26, 1988, under the laws of the State of Maryland, to serve as a bank holding company for BankAnnapolis (formerly known as Annapolis National Bank) (the “Bank”). The Company (as a bank holding company) and the Bank are subject to governmental supervision, regulation, and control.

The Bank currently conducts a general commercial and retail banking business in its market area, emphasizing the banking needs of small businesses, professional concerns and individuals from its headquarters in Annapolis, its six other branches located in Anne Arundel County, Maryland and one branch located on Kent Island in Queen Anne’s County, Maryland.

The Bank has built its reputation on exemplary customer service and outreach to the communities surrounding each of the Bank’s locations. The Bank is committed to offering products and services that focus on relationship banking and provide an alternative to the large multi-regional financial institutions that are so pervasive in the markets the Bank serves. The Bank attracts most of its customer deposits from Anne Arundel County, Maryland, and to a lesser extent, Queen Anne’s County, Maryland. The Bank’s lending operations are centered in Anne Arundel County, but extend throughout Central and Southern Maryland.

Note C – Stock Based Compensation

Stock based-compensation expense for the nine month periods ended September 30, 2012 and 2011 was $64,400 and $87,000, respectively. Stock-based compensation expense recognized in the consolidated statements of income for the first nine months of 2012 and 2011 reflects estimated forfeitures.

For the three month period ended September 30, 2012, $24,300 of expense was recognized on the remaining outstanding options, restricted shares and restricted share units. During the same period of 2011, $30,000 of expense was recognized on the remaining outstanding options, restricted shares and restricted share units.

During the first three quarters of 2012 and 2011, there were no options granted to employees or directors of the Company or Bank. On April 27, 2012 an option to purchase a total of 8,888 shares at a price of $9.30 per share was forfeited when a non-employee director, resigned from the board of directors of the Company and its subsidiary BankAnnapolis.

Stock option activity for the nine months ended September 30, 2012 and 2011 was as follows:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value ($000)
Outstanding at December 31, 2011		92,302		$	7.22
Grants		0			0.00
Exercised		0			0.00
Forfeitures		(8,888	)		9.30
Expired		0			0.00

Outstanding as of September 30, 2012		83,414		$	7.00

Exercisable at September 30, 2012		83,414		$	7.00		1.8	$	97

Outstanding at December 31, 2010		124,270		$	6.06
Grants		0			0.00
Exercised		(5,333	)		2.64
Forfeitures		0			0.00
Expired		(22,374	)		2.64

Outstanding as of September 30, 2011		96,563		$	7.05

Exercisable at September 30, 2011		95,721		$	7.03		2.8	$	4

The aggregate intrinsic value in the table above represents the total pre-tax value of the exercisable in-the-money options (that is, the difference between the closing stock price on the last trading day in the first nine months of 2012 and 2011, and the exercise price of the options multiplied by the number of shares) on September 30, 2012 and September 30, 2011. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised was zero for the nine months ended September 30, 2012 and $8,000 for the nine months ended September 30, 2011.

As of September 30, 2012, there were no unrecognized costs related to unvested options. As of September 30, 2011, $2,300 of total unrecognized costs related to unvested options was expected to be recognized over a weighted average period of 0.6 years.

There were no restricted shares awarded to employees during the third quarter of 2012 or 2011.

During the first quarter of 2012, non-employee directors of the Bank were awarded a total of 16,268 shares of restricted stock at a market value of $4.30 per share in lieu of an annual retainer. These shares vest on January 25, 2013. During the first quarter of 2011, an employee of the Bank was awarded 5,000 restricted shares at a market value of $4.45 per share. During the first quarter of 2011, non-employee directors of the Bank were awarded a total of 12,782 shares of restricted stock at a market value of $4.30 per share in lieu of an annual retainer. These shares vested on January 27, 2012.

On January 3, 2012 a total of 2,500 restricted shares and 10,000 restricted share units granted in 2009 were forfeited when an employee of the Bank resigned. On April 27, 2012 a total of 1,162 shares awarded during the first quarter of 2012 to a non-employee director, were forfeited when the director resigned from the board of directors of the Company and its subsidiary BankAnnapolis. Non-compensation related expense of $16,250 and $13,750 was recognized for the three month periods ended September 30, 2012 and 2011, respectively and $48,750 and $41,250 for the nine month periods ending September 30, 2012 and 2011, respectively, relating to the shares issued to non-employee directors.

As of September 30, 2012, 15,000 restricted share units of the 43,606 restricted shares and restricted share units outstanding have vested; the remaining 28,606 restricted shares and restricted share units will vest over a weighted average period of 0.60 years.

Restricted stock activity for the nine months ended September 30, 2012 and 2011 was as follows:


	Shares			Weighted Average Grant Price
Outstanding at December 31, 2011		57,282		$	3.86
Grants		16,268			4.30
Issued		(16,282	)		4.29
Forfeitures		(13,662	)		4.10

Outstanding as of September 30, 2012		43,606		$	3.84

Outstanding at December 31, 2010		68,384		$	3.66
Grants		17,782			4.34
Issued		(26,384	)		3.75
Forfeitures		0			0

Outstanding as of September 30, 2011		59,782		$	3.86

As of September 30, 2012, $52,000 of total unrecognized costs related to unvested restricted shares and restricted share units is expected to be recognized over a weighted average period of 1.0 years. As of September 30, 2011, $124,500 of total unrecognized costs related to unvested restricted shares and restricted share units was expected to be recognized over a weighted average period of 1.9 years.

Note D – Earnings Per Share

Information regarding earnings per share is summarized as follows:

Computation of Earnings Per Share

(in thousands, except Earnings Per Share and share data)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Net income available to common shareholders	$	1,060	$	545	$	2,636	$	1,135
Weighted average common shares outstanding		3,975,395		3,952,772		3,973,132		3,947,233
Basic Earnings Per Common Share	$	0.27	$	0.14	$	0.66	$	0.29
Net income available to common shareholders	$	1,060	$	545	$	2,636	$	1,135
Weighted average common shares outstanding		3,975,395		3,952,772		3,973,132		3,947,233
Effect of potential dilutive common shares		147,269		1,916		111,285		7,609
Total weighted average diluted common shares outstanding		4,122,664		3,954,688		4,084,417		3,954,842
Diluted Earnings Per Common Share	$	0.26	$	0.14	$	0.65	$	0.29

Basic earnings per common share are calculated using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share are calculated using the weighted-average number of shares of common stock plus dilutive potential shares of common stock outstanding during the period. Potential common shares consist of stock options and restricted stock, restricted share units and warrants. For the three months ended September 30, 2012 and 2011, 50,081 and 95,609 shares of common stock, respectively, attributable to outstanding stock options, restricted stock, restricted share units and warrants were excluded from the calculations of diluted earnings per share because their effect was anti-dilutive. For the nine months ended September 30, 2012 and 2011, 50,081 and 395,509 shares of common stock, respectively, attributable to outstanding stock options, restricted stock, restricted share units and warrants were excluded from the calculations of diluted earnings per share because their effect was anti-dilutive.

Note E – Investment Securities

Investment securities are summarized as follows:


(dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
September 30, 2012
Available for sale
U.S. Government agency	$	51,603	$	344	$	0	$	51,947
State and municipal		961		68		0		1,029
Residential mortgage-backed securities		36,821		1,362		68		38,115
Other equity securities		635		51		0		686

	$	90,020	$	1,825	$	68	$	91,777


	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
December 31, 2011
Available for sale
U.S. Government agency	$	47,782	$	306	$	56	$	48,032
State and municipal		1,077		59		0		1,136
Residential mortgage-backed securities		36,435		1,372		82		37,725
Other equity securities		618		38		0		656

	$	85,912	$	1,775	$	138	$	87,549

The amortized cost and estimated fair value of securities by contractual maturities at September 30, 2012 are shown below. Actual maturities of these securities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.


	September 30, 2012
	Available for Sale
	Amortized Cost		Estimated Fair Value
(dollars in thousands)
Due within one year	$	0	$	0
Due after one through five years		26,910		27,063
Due after five through ten years		23,609		23,911
Due after ten years		38,866		40,117
Equity securities		635		686

	$	90,020	$	91,777

The following table shows the level of the Company’s gross unrealized losses and the fair value of the associated securities by type and maturity for securities available for sale at September 30, 2012 and December 31, 2011.


	Less than 12 months				12 months or more				Total
September 30, 2012	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
(dollars in thousands)
Residential mortgage-backed securities	$	3,818	$	11	$	1,460	$	57	$	5,278	$	68

	$	3,818	$	11	$	1,460	$	57	$	5,278	$	68


	Less than 12 months				12 months or more				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
December 31, 2011
(dollars in thousands)
U. S. Government Agency	$	16,044	$	56	$	0	$	0	$	16,044	$	56
Residential mortgage-backed securities		0		0		1,854		82		1,854		82

	$	16,044	$	56	$	1,854	$	82	$	17,898	$	138

The unrealized losses that exist are the result of market changes in interest rates since the original purchase. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2012. The Company has used a variety of tools to analyze the contents of its security portfolio and at this time does not believe that the unrealized losses in the portfolio shown in the table above are other than temporary. At September 30, 2012 mortgaged-backed securities with a fair market value of $1.5 million carried bond ratings below investment grade. These securities were evaluated by an independent third-party consulting firm using an expected cash flow model that includes assumptions related to prepayment rates, default trends, and loss severity, and were deemed by management not to be other-than-temporarily impaired at September 30, 2012. At September 30, 2012, both securities were current on both principal and interest payments.

Note F – Loans, Allowance For Credit Losses And Credit Quality

Major classifications of loans are as follows:


	September 30, 2012			December 31, 2011
Commercial	$	43,060		$	47,683
Real estate
Commercial		115,455			114,883
Construction		37,602			35,026
One to four-family		48,052			48,314
Home equity		32,942			36,005
Consumer		7,958			8,870

		285,069			290,781

Deferred loan fees, net		(320	)		(315	)
Allowance for credit losses		(6,647	)		(7,182	)

		(6,967	)		(7,497	)

Loans, net	$	278,102		$	283,284

The maturity and rate repricing distribution of the loan portfolio is as follows:


Repricing or maturing within one year	$	91,522	$	100,804
Maturing over one to five years		133,440		132,637
Maturing over five years		60,107		57,340

	$	285,069	$	290,781

The Company’s goal is to mitigate risks inherent in the loan portfolio. Commercial loans and loans secured by real estate make up the majority of the loan portfolio, accounting for 97% of the portfolio as of September 30, 2012 and December 31, 2011. To mitigate risk, commercial loans are generally secured by receivables, inventories, equipment and other assets of the business. Personal guarantees of the borrowers are generally required.

Loans secured by commercial real estate properties generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks through its underwriting standards, which require such loans to be qualified on the basis of the property’s value, debt service coverage ratio, and, under certain circumstances, additional collateral. The Bank generally also requires personal guarantees on its commercial real estate loans.

Construction loans are generally considered to involve a higher degree of credit risk than long-term financing of improved, owner-occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the security property’s value upon completion of construction as compared to the estimated costs of construction, including interest. Also, the Bank assumes certain risks associated with the borrowers’ ability to complete construction in a timely and workmanlike manner. If the estimate of value proves to be inaccurate, or if construction is not performed timely or accurately, the Bank may be faced with a project which, when completed, has a value that is insufficient to assure full repayment.

The Bank currently originates one- to four-family residential mortgage loans in amounts typically up to 80% (or higher with private mortgage insurance) of the lower of the appraised value or the selling price of the property securing the loan. The origination of adjustable-rate residential mortgage loans, as opposed to fixed-rate residential mortgage loans, helps to reduce the Bank’s exposure to increases in interest rates. However, adjustable-rate loans generally pose credit risks not inherent in fixed-rate loans, primarily because as interest rates rise, the underlying payments of the borrower rise, thereby increasing the potential for default. Periodic and lifetime caps on interest rate increases help to reduce the risks associated with the Bank’s adjustable-rate loans, but also limit the interest rate sensitivity of its adjustable-rate mortgage loans.

Specific loan reserves are established based upon credit and/or collateral risks on an individual loan basis. A risk rating system is employed to proactively estimate loss exposure and provide a measuring system for setting general and specific reserve allocations.

The Bank’s allowance for credit losses is established through a provision for loan losses based on management’s evaluation of the risks inherent in its loan portfolio and the general economy.

The determination of the allowance for loan losses is based on the Bank’s historical loss experience and ten (10) qualitative factors for specific categories and types of loans. The Bank’s historical loss experience is calculated by aggregating the actual loan losses by category for the previous eight quarters and converting that total into a percentage for each loan category.

Previously (in 2011), due to the Bank’s limited historical loss experience, the loss experience factor was the greater of either the Bank’s historical loss experience or the peer group average historical loss experience.

The following table shows the allowance for credit losses and recorded investment in loans receivable for the three and nine month periods ended September 30, 2012:

Allowance for Credit Losses and Recorded Investment in Loans Receivable


	for the Three Months Ended September 30, 2012
(Dollars in thousands)	Commercial			Commercial Real Estate			Residential			Consumer		Unallocated		Total
Allowance for credit losses
Beginning balance, June 30, 2012	$	1,043		$	3,962		$	1,647		$	256	$	0	$	6,908
Charge-offs		325			0			0			0		0		325
Recoveries		4			0			24			7		0		35
Provision		(27	)		(127	)		(11	)		194		0		29

Ending balance, September 30, 2012	$	695		$	3,835		$	1,660		$	457	$	0	$	6,647


	for the Nine Months Ended September 30, 2012
	Commercial			Commercial Real Estate			Residential		Consumer		Unallocated		Total
Allowance for credit losses
Beginning balance, December 31, 2011	$	1,387		$	3,972		$	1,422	$	401	$	0	$	7,182
Charge-offs		357			0			340		230		0		927
Recoveries		32			0			35		19		0		86
Provision		(367	)		(137	)		543		267		0		306

Ending balance, September 30, 2012	$	695		$	3,835		$	1,660	$	457	$	0	$	6,647

Period ending amount: Individually evaluated for impairment	$	56		$	1,181		$	1,009	$	285	$	0	$	2,531

Period ending amount: Collectively evaluated for impairment	$	639		$	2,654		$	651	$	172	$	0	$	4,116

Period ending amount: Loans acquired with deteriorating credit quality	$	0		$	0		$	0	$	0	$	0	$	0

Loans individually evaluated for impairment	$	856		$	2,676		$	2,665	$	721	$	0	$	6,918

Loans collectively evaluated for impairment	$	42,204		$	150,381		$	78,329	$	7,237	$	0	$	278,151


	for the Three Months Ended September 30, 2011
(Dollars in thousands)	Commercial		Commercial Real Estate		Residential		Consumer			Unallocated		Total
Allowance for credit losses
Beginning balance, June 30, 2011	$	1,403	$	4,077	$	1,394	$	398		$	0	$	7,272
Charge-offs		100		0		0		4			0		104
Recoveries		3		0		1		7			0		11
Provision		74		214		56		(6	)		0		338

Ending balance, September 30, 2011	$	1,380	$	4,291	$	1,451	$	395		$	0	$	7,517


	for the Nine Months Ended September 30, 2011
	Commercial		Commercial Real Estate		Residential		Consumer			Unallocated		Total
Allowance for credit losses
Beginning balance, December 31, 2010	$	1,868	$	3,205	$	1,257	$	523		$	0	$	6,853
Charge-offs		872		49		133		140			0		1,194
Recoveries		13		0		254		17			0		284
Provision		371		1,135		73		(5	)		0		1,574

Ending balance, September 30, 2011	$	1,380	$	4,291	$	1,451	$	395		$	0	$	7,517

Period ending amount: Individually evaluated for impairment	$	113	$	1,382	$	507	$	164		$	0	$	2,166

Period ending amount: Collectively evaluated for impairment	$	1,267	$	2,909	$	944	$	231		$	0	$	5,351

Period ending amount: Loans acquired with deteriorating credit quality	$	0	$	0	$	0	$	0		$	0	$	0

Loans individually evaluated for impairment	$	932	$	6,664	$	1,906	$	297		$	0	$	9,799

Loans collectively evaluated for impairment	$	49,122	$	142,400	$	84,099	$	9,025		$	0	$	284,646

Nonaccrual loans totaled approximately $6.1 million at September 30, 2012 and $6.2 million at December 31, 2011. There was one loan for $468,000 past due greater than 90 days and still accruing at September 30, 2012. At December 31, 2011, there were no loans past due greater than 90 days and still accruing. As of September 30, 2012, $2.5 million of loan loss allowances were allocated to all loans classified as impaired with $1.6 million of loan loss allowances allocated to all loans classified as impaired at December 31, 2011.

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management assigns a Risk Assessment Rating (“Risk Rating”) to extensions of credit based upon the degree of risk, the likelihood of repayment and the effect on the Bank’s safety and soundness. The Risk Rating, applied consistently, enables lending personnel and bank management to monitor the loan portfolio. The Risk Rating is an integral part of the bank’s loan loss provision formulation process and, properly maintained, the Risk Rating assessment can provide an early warning signal of deterioration in a credit.

The Company uses a risk rating matrix to assign a risk grade to each loan. The Risk Ratings are divided into five general categories:

Risk Ratings 1 - 6 are assigned to “Pass” credits.

Risk Rating 7 is assigned to “Pass” credits that are also considered “Watch” credits.

Risk Rating 8 is assigned to “Criticized” credits.

Risk Ratings 9 and 10 are assigned to “Classified” credits.

Risk Rating 11 is assigned to “Loss” credits.

A general description of the characteristics of the risk ratings are described below:

•

Risk ratings 1, 2 and 3 – these ratings have the highest degree of probability of repayment. Borrowers in this category are established entities, well-positioned within their industry with a proven track record of solid financial performance. These ratings are usually reserved for the strongest customers of the Bank, who have strong capital, stable earnings and alternative sources of financing.

•

Risk ratings 4 and 5 – these ratings have a below and average degree of risk. The customers have, generally strong to adequate net worth, stable earnings trends and strong to moderate liquidity.

•

Risk rating 6 – this category represents an above average degree of risk as to repayment with minimal loss potential. Borrowers in this category generally exhibit adequate operating trends, satisfactory balance sheet trends, moderate leverage and adequate liquidity; however, there is minimal excess operating cushion.

•

Risk rating 7 – this rating includes loans on management’s “Watch” list. Borrowers in this category generally exhibit characteristics of an acceptable/adequate credit, but may be experiencing income volatility, negative operating trends, and a more highly leveraged balance sheet.

•

Risk rating 8 – this rating is for “Other Assets Especially Mentioned” in accordance with regulatory guidelines. This rating generally includes loans to borrowers with currently protected, but potentially weak assets that deserve management’s close attention.

•

Risk rating 9 – this rating is for loans considered “Substandard” in accordance with regulatory guidelines. This rating represents assets inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. These assets have a well-defined weakness, or weaknesses, that jeopardize liquidation of the debt and are characterized by the distinct possibility that the Bank will sustain some loss if deficiencies are not corrected.

•

Risk rating 10 – this rating is for loans considered “Doubtful” in accordance with regulatory guidelines. Borrowers in this category have all the weaknesses inherent in a “Substandard” credit with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly improbable.

•

Risk rating 11 – this rating is for loans considered “Loss” in accordance with regulatory guidelines. This category represents loans that are considered uncollectible and of such little value that their continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but simply it is neither practical nor desirable to defer writing off all or some portion of the credit, even though partial recovery may be effected in the future.

The following table presents credit quality indicators:

Credit Quality Indicators

as of September 30, 2012


(Dollars in thousands)
			Commercial Real Estate
	Commercial		Construction		Other
	2012		2012		2012
Risk Rating:
Pass	$	39,110	$	32,511	$	98,389
Other Assets Especially Mentioned		2,012		2,083		14,802
Substandard		1,938		1,856		1,014
Doubtful		0		1,152		1,250

	$	43,060	$	37,602	$	115,455


	Residential		Consumer Installment
	2012		2012
Risk Rating:
Pass	$	71,732	$	6,913
Other Assets Especially Mentioned		4,514		403
Substandard		3,323		623
Doubtful		1,425		19

	$	80,994	$	7,958

Credit Quality Indicators

as of December 31, 2011


(Dollars in thousands)
			Commercial Real Estate
	Commercial		Construction		Other
	2011		2011		2011
Risk Rating:
Pass	$	41,899	$	29,456	$	102,495
Other Assets Especially Mentioned		2,181		2,432		7,944
Substandard		3,571		1,986		3,194
Doubtful		32		1,152		1,250

	$	47,683	$	35,026	$	114,883


	Residential		Consumer Installment
	2011		2011
Risk Rating:
Pass	$	78,402	$	8,017
Other Assets Especially Mentioned		1,867		290
Substandard		2,632		348
Doubtful		1,418		215

	$	84,319	$	8,870

The following table presents an age analysis of past due loans receivable:

Age Analysis of Past Due Loans Receivable

As of September 30, 2012


(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans		Recorded Investment 90 Days and Accruing
2012
Commercial	$	4,404	$	225	$	147	$	4,776	$	38,284	$	43,060	$	0
Commercial Real Estate
Construction		174		0		1,152		1,326		36,276		37,602		0
Other		868		0		0		868		114,587		115,455		0
Residential		538		316		2,461		3,315		77,679		80,994		468
Consumer		67		75		598		740		7,218		7,958		0

	$	6,051	$	616	$	4,358	$	11,025	$	274,044	$	285,069	$	468

Age Analysis of Past Due Loans Receivable

As of December 31, 2011


(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans		Recorded Investment 90 Days and Accruing
2011
Commercial	$	0	$	32	$	178	$	210	$	47,473	$	47,683	$	0
Commercial Real Estate
Construction		229		0		1,152		1,381		33,645		35,026		0
Other		482		0		0		482		114,401		114,883		0
Residential		687		0		1,972		2,659		81,660		84,319		0
Consumer		23		0		342		365		8,505		8,870		0

	$	1,421	$	32	$	3,644	$	5,097	$	285,684	$	290,781	$	0

Total past due loans at September 30, 2012 increased $5.9 million to $11.0 million from $5.1 million as of December 31, 2011. The increase was primarily attributed to loans newly considered past due totalling $9.1 million and included one loan for $4.4 million that was past due at September 30, 2012 and current at December 31, 2011. Offsetting a portion of the increase in past due loans were payoffs and the return of loans to performing totaling $1.9 million, charge-offs of loans deemed uncollectible of $839,000 and transfers to real estate owned and repossessed assets of $378,000.

Loans are considered impaired when, based on current information it is probable that the Bank will not collect all principal and interest payments according to contractual terms. Generally, loans are considered impaired once principal and interest payments are past due and they are placed on non-accrual. When a loan is placed on nonaccrual status, the Bank shall debit all accrued and unpaid income outstanding on the account. Management also considers the financial condition of the borrower, cash flows of the loan and the value of the related collateral. Impaired loans do not include large groups of smaller balance homogeneous credits such as residential real estate and consumer installment loans, which are evaluated collectively for impairment. Loans specifically reviewed for impairment are not considered impaired during periods of “minimal delay” in payment (usually ninety days or less) provided eventual collection of all amounts due is expected. Impaired loans are

measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, the Bank may measure impairment based on a loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent. Interest payments on impaired loans are typically applied to principal unless collectability is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans or portions thereof, are charged-off when deemed uncollectible.

The Company’s policy states that when the probability for full repayment of a loan is unlikely, the Bank will initiate a full charge-off or a partial write-down of the asset based upon the status of the loan.

Consumer loans less than $25,000 for which payments of principal and/or interest are past due ninety (90) days are charged-off and referred for collection. Consumer loans of $25,000 or more are evaluated for charge-off or partial write-down at the discretion of Bank management.

Any other loan over 120 days past due is evaluated for charge-off or partial write-down at the discretion of Bank management.

Generally, real estate secured loans are charged-off on a deficiency basis after liquidation of the collateral. Bank management may determine that when the full loan balance is clearly uncollectible and some loss is anticipated a charge-off or write-down is appropriate prior to liquidation of the collateral. An updated evaluation or appraisal of the property may be required to determine the appropriate level of charge-off or write-down.

The following tables presents a summary of impaired loans as of and for the nine months ended September 30, 2012 and as of December 31, 2011 and for the year then ended:

Impaired Loans

as of and for the Nine Month Period Ended September 30, 2012


(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded
Commercial	$	898	$	898	$	0
Commercial real estate		274		274		0
Residential real estate		697		697		0
Consumer		71		71		0

		1,940		1,940		0

With an allowance recorded
Commercial		105		105		56
Commercial real estate		2,402		2,402		1,181
Residential real estate		2,664		2,664		1,009
Consumer		722		722		285

		5,893		5,893		2,531

Total
Commercial		1,003		1,003		56
Commercial real estate		2,676		2,676		1,181
Residential real estate		3,361		3,361		1,009
Consumer		793		793		285

	$	7,833	$	7,833	$	2,531

Impaired Loans

as of December 31, 2011


(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded
Commercial	$	242	$	242	$	0
Commercial real estate		0		0		0
Residential real estate		1,074		1,074		0
Consumer		195		195		0

		1,511		1,511		0

With an allowance recorded
Commercial		1,156		1,156		195
Commercial real estate		2,444		2,444		731
Residential real estate		1,981		1,981		475
Consumer		289		289		161

		5,870		5,870		1,562

Total
Commercial		1,398		1,398		195
Commercial real estate		2,444		2,444		731
Residential real estate		3,055		3,055		475
Consumer		484		484		161

	$	7,381	$	7,381	$	1,562

The following presents information related to the average recorded investment and interest income recognized on impaired loans for the three and nine months ended September 30, 2012 and 2011.


	Three Months Ended September 30, 2012				Three Months Ended September 30, 2011
(Dollars in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Commercial	$	905	$	4	$	870	$	10
Commercial real estate		380		4		657		0
Residential real estate		382		4		1,542		26
Consumer		65		0		199		3

		1,732		12		3,268		39

With an allowance recorded
Commercial		324		14	$	355	$	1
Commercial real estate		2,415		4		5,318		8
Residential real estate		2,670		15		1,638		5
Consumer		358		3		209		6

		5,767		36		7,520		20

Total
Commercial	$	1,229		18	$	1,225	$	11
Commercial real estate		2,795		8		5,975		8
Residential real estate		3,052		19		3,180		31
Consumer		423		3		408		9

	$	7,499	$	48	$	10,788	$	59


	Nine Months Ended September 30, 2012				Nine Months Ended September 30, 2011
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
(Dollars in thousands)
With no related allowance recorded
Commercial	$	504	$	4	$	1,095	$	46
Commercial real estate		329		7		795		0
Residential real estate		589		8		1,500		60
Consumer		70		1		208		7

		1,492		20		3,598		113

With an allowance recorded
Commercial		757		59		583		68
Commercial real estate		3,711		38		3,037		232
Residential real estate		2,407		41		1,593		56
Consumer		247		11		210		17

		7,122		149		5,423		373

Total
Commercial		1,261		63		1,678		114
Commercial real estate		4,040		45		3,832		232
Residential real estate		2,996		49		3,093		116
Consumer		317		12		418		24

	$	8,614	$	169	$	9,021	$	486

The Company considers a loan to be a troubled debt restructuring when for economic or legal reasons related to a borrower’s financial difficulties, the Company grants a concession to the borrower that it would not otherwise consider. The Company may consider granting a concession in an attempt to protect as much of its investment as possible.

The restructuring of a loan may include, but is not necessarily limited to: (1) the transfer from the borrower to the Bank of real estate, receivables from third parties, other assets, or an equity interest in the borrower in full or partial satisfaction of the loan (2) the issuance or other granting of an equity interest to the Company by the borrower to satisfy fully or partially a debt unless the equity interest is granted pursuant to existing terms for converting the debt in to an equity interest (3) a modification of the loan terms, such as a reduction of the stated interest rate, principal, or accrued interest or an extension of the maturity date at a stated interest rate lower than the current market rate for new debt with similar risk, or (4) a reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement and (5) a reduction of accrued interest. The current outstanding balance of troubled debt restructurings as of September 30, 2012 included $930,000 of loans in accrual status and $1.7 million of loans classified as nonaccrual. During the nine months ended September 30, 2012 no new loans were added to those considered to be troubled debt restructurings and none of the loans currently classified as troubled debt restructurings have defaulted. The following table is a summary of loans determined to be troubled debt restructurings for the twelve months ended December 31, 2011.


	Modifications made during the year ended December 31, 2011
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Commercial		3	$	840	$	840
Commercial Real Estate		2		1,863		1,298
Residential Real Estate		3		453		453
Consumer		1		46		46

		9	$	3,202	$	2,637


	Number of Contracts		Recorded Investment
Troubled Debt Restructurings that Subsequently Defaulted
Commercial		0	$	0
Commercial Real Estate		0		0
Residential Real Estate		0		0
Consumer		0		0

		0	$	0

Note G – Fair Value Measurements

Fair Value Hierarchy

The Company follows FASB’s guidance on “Fair Value Measurements.” The guidance defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The guidance applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, the guidance establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

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

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

Level 1 inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Fair values are measured using independent pricing models or other model-based valuation techniques such as present value of future cash flows, adjusted for the assets credit rating, prepayment assumptions and other factors such as credit loss assumptions

An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Management reviews and updates the fair value hierarchy classifications of the Company’s assets and liabilities on a quarterly basis. During the nine months ended September 30, 2012, there were no transfers made between Level 1, 2, and 3 inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of September 30, 2012 and December 31, 2011, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.


			Fair Value Measurements of Assets
(dollars in thousands)			at September 30, 2012 Using
Description	Fair Value September 30, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes in Fair Values Included in Period Earnings
Investment Securities Available for Sale
Debt securities
Issued by U. S. Government agencies	$	51,947	$	0	$	51,947	$	0	$	0
Issued by State and municipal		1,029		0		1,029		0		0
Mortgage-backed securities issued by Government agencies		36,655		0		36,655		0		0
Private label mortgage-backed securities		1,460		0		0		1,460		0

Total Debt Securities		91,091		0		89,631		1,460		0

Equity securities
Mutual funds		686		0		686		0		0

Total Equity Securities		686		0		686		0		0

Total Investment Securities Available for Sale	$	91,777	$	0	$	90,317	$	1,460	$	0

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) – Roll Forward at September 30, 2012


Investment Securities Available for Sale – Debt Securities

Beginning Balance at December 31, 2011	$	1,855
Transfers in to Level 3		0
Transfers out of Level 3		0
Unrealized gains		24
Repayments		(419	)

Ending Balance at September 30, 2012	$	1,460


(dollars in thousands)			Fair Value Measurements of Assets at December 31, 2011 Using
Description	Fair Value December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes in Fair Values Included in Period Earnings
Investment Securities Available for Sale
Debt securities
Issued by U.S. Government agencies	$	48,032	$	0	$	48,032	$	0	$	0
Issued by State and municipal		1,136		0		1,136		0		0
Mortgage-backed securities issued by Government agencies		35,870		0		35,870		0		0
Private label mortgage-backed securities		1,855		0		0		1,855		0

Total Debt Securities		86,893		0		85,038		1,855		0

Equity Securities
Mutual funds		656		0		656		0		0

Total Equity Securities		656		0		656		0		0

Total Investment Securities Available for Sale	$	87,549	$	0	$	85,694	$	1,855	$	0

Fair Value Measurements Using Significant Unobservable Inputs (Level 3) – Roll Forward

at December 31, 2011


Investment Securities Available for Sale – Debt Securities
Beginning Balance at December 31, 2010	$	2,401
Transfers in to Level 3		0
Transfers out of Level 3		0
Unrealized gains		100
Repayments		(646	)

Ending Balance at December 31, 2011	$	1,855

Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include securities below investment grade and asset-backed securities in illiquid markets. Level 3 securities include two private-label residential one to-four family mortgage backed securities. These 2005 senior tranches in a securitization trust were rated “Aa1 and Aaa” by Moody’s when purchased in 2005 and are currently rated “Ca” and “B3”, respectively. The Company engages the service of independent third party valuation professionals to estimate the fair value of these securities. The valuation is meant to be “Level 3” pursuant to FASB ASC Topic 820 – Fair Value Measurements and Disclosures. The valuation uses an expected cash flow model that includes assumptions related to prepayment rates, default trends, and loss severity. At

September 30, 2012, both securities were current on both principal and interest payments, and had a fixed weighted average coupon of 5.50%. One security had a weighted average remaining life of less than four months and the other had a weighted average remaining life of less than two years.

The following table details the Level 3 securities:

Remaining

Current Rating

(in thousands)

Class

Coupon

Par Value

Moody’s

Fitch

CWHL 2005-21

A13

5.5% Fixed

104

WFMBS 2005-14

IA7

5.5% Fixed

1,412

A*-

We calculated fair value for the two securities by using a present value of future cash flows model, which incorporated assumptions as follows as of September 30, 2012 and December 31, 2011:


September 30, 2012	Cumulative Default (1)			Weighted Average Life (2)		Modified Duration (3)		Yield (4)
CWHL 2005-21		3.63	%		0.29 years		0.27 years		8.00	%
WFMBS 2005-14		2.77	%		1.73 years		1.50 years		8.00	%

(1)	The recent three month level of total defaults from the issuer within the pool of performing collateral.

(2)	The average number of years that each dollar of principal remains outstanding.

(3)	The weighted average of present values for a series of cash flows which accurately indicates the average time until the cash flows are received.

(4)	The discount rate obtained from taking a sequence of cash flows and an estimated price.


December 31, 2011	3 Month Cumulative Default (1)			Weighted Average Life (2)		Modified Duration (3)		Yield (4)
CWHL 2005-21		3.04	%		0.65 years		0.59 years		8.00	%
WFMBS 2005-14		3.84	%		2.10 years		1.80 years		8.00	%

(1)	The anticipated level of total defaults from the issuer within the pool of performing collateral as of December 31, 2011.

(2)	The average number of years that each dollar of principal remains outstanding.

(3)	The weighted average of present values for a series of cash flows which accurately indicates the average time until the cash flows are received.

(4)	The discount rate obtained from taking a sequence of cash flows and an estimated price.

The fair value of the Level 3 securities is assessed on a quarterly basis by obtaining an independent third party review of the securities so designated. In addition to using an expected cash-flow model the analysis includes an evaluation of the characteristics and performance of the underlying collateral of each of the securities. Management reviews and compares the results on a quarterly basis to available market information.

The significant unobservable inputs used in the fair value measurement of these private label mortgage-backed securities include prepayment rates, probability of default and loss severity in the event of default. Significant increases or decreases in any of these may result in a lower or higher fair value measurement. A significant increase in default rates could result in a higher level of losses and slower prepayment rates, conversely a lower level of default rates could result in lower levels of losses and increased prepayment rates.

The Company may be required from time to time, to measure certain assets at fair value on a non-recurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the following tables.


(in thousands)			Fair Value Measurements at September 30, 2012 Using
(in thousands)			Fair Value Measurements at September 30, 2012 Using
Description	Fair Value September 30, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes in Fair Values Included in Period Earnings
Loans
Impaired loans
Commercial	$	947	$	0	$	947	$	0	$	0
Commercial real estate		890		0		890		0		0
Residential real estate		2,352		0		2,352		0		0
Construction		606		0		606		0		0
Consumer		507		0		507		0		0

Total impaired loans		5,302		0		5,302		0		0
Real estate owned		697		0		697		0		0
Other assets (repossessed assets)		0		0		0		0		0

Total Assets Measured at Fair Value on a Nonrecurring Basis	$	5,999	$	0	$	5,999	$	0	$	0


(in thousands)			Fair Value Measurements at December 31, 2011 Using
Description	Fair Value December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Changes in Fair Values Included in Period Earnings
Loans
Impaired loans
Commercial	$	1,202	$	0	$	1,202	$	0	$	0
Commercial real estate		995		0		995		0		0
Residential real estate		2,580		0		2,580		0		0
Construction		719		0		719		0		0
Consumer		323		0		323		0		0

Total impaired loans		5,819		0		5,819		0		0
Real estate owned		1,222		0		1,222		0		0
Other assets (repossessed assets)		52		0		52		0		0

Total Assets Measured at Fair Value on a Nonrecurring Basis	$	7,093	$	0	$	7,093	$	0	$	0

Loans for which it is probable that the Company will not collect all of principal and interest due according to contractual terms are measured for impairment in accordance with FASB guidance on Accounting by Creditors for Impairment of a Loan. Allowable methods for estimating fair value include using the fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using the discounted cash flow method. In our determination of fair value, we have categorized both methods of valuation as estimates based on Level 2 inputs.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal or utilizing some other method of valuation for the collateral and applying a discount factor to the value based on our loan review policy and procedures.

If the impaired loan is determined not to be collateral dependent, then the discounted cash flow method is used. This method requires the impaired loan to be recorded at the present value of expected future cash flow’s discounted at the loan’s effective interest rate. The effective interest rate of a loan is the contractual interest rate adjusted for any net deferred loan fees or costs, premiums, or discounts existing at origination or acquisition of the loan.

Management establishes a specific reserve for loans that have an estimated fair value below the carrying value. Nonperforming loans had a carrying value of $7.5 million as of September 30, 2012. Of the $7.5 million of nonperforming loans, $5.9 million had specific reserves of $2.5 million.

When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for credit losses. Losses are recognized in the period an obligation becomes uncollectible. The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though a partial recovery may occur in the future. During the nine months ended September 30, 2012 the Company charged-off $927,000 of impaired loans to the allowance for credit losses.

Property acquired by the Company as a result of foreclosure on a mortgage loan will be classified as “real estate owned.” Personal property acquired through repossession will be classified as “repossessed assets.” Property acquired will be recorded at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carried at the lower of cost or net realizable value. Any required write-down of the loan to its net realizable value will be charged against the allowance for credit losses. As of September 30, 2012 and December 31, 2011 the Company held $697,000 and $1.2 million, respectively, in real estate owned as a result of foreclosure. Real estate owned carried at appraised value is considered to be using Level 2 inputs. The $697,000 in real estate owned consisted of a number of undeveloped lots.

The Company records repossessed assets such as boats, automobiles or equipment at the lower of cost or estimated fair value on the acquisition date and at the lower of such initial amount or estimated fair value less selling costs thereafter. Estimated fair value is generally based upon independent values of the collateral obtained through valuation or listing services specifically used for the type of asset repossessed. We consider these collateral values to be estimated using Level 2 inputs. There were no repossessed assets at September 30, 2012 compared to $52,000 at December 31, 2011.

The fair value of the Company’s time deposits was estimated using discounted cash flow analyses. The discount rates used were based on rates currently offered for deposits with similar remaining maturities. The fair value of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.

The carrying amount for customer repurchase agreements and variable rate borrowings approximate the fair values at the reporting date. The fair value of fixed rate Federal Home Loan Bank advances is estimated by computing the discounted value of contractual cash flows payable at current interest rates for obligations with similar remaining terms. The fair value of variable rate Federal Home Loan Bank advances is estimated to be carrying value since these liabilities are based on a spread to a current pricing index

The estimated fair values of the Company’s financial instruments are summarized below. The fair values of a significant portion of these financial instruments are estimates derived using present value techniques and may not be indicative of the net realizable or liquidation values. Also, the calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

The following table’s present information about the Company’s financial assets and financial liabilities measured at fair value as of September 30, 2012 and December 31, 2011, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.


	September 30, 2012				December 31, 2011
(dollars in thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets
Level 2 inputs:
Cash and due from banks	$	1,951	$	1,951	$	2,026	$	2,026
Interest bearing balances with banks		39,996		39,996		18,288		18,288
Federal funds sold		11		11		26,583		26,583
Investment securities		90,317		90,317		85,694		85,694
Federal Reserve and Federal Home Loan Bank stock		2,864		2,864		2,992		2,992
Loans and loans held for sale, net		278,102		278,279		283,284		283,667
Accrued interest receivable		1,350		1,350		1,279		1,279
Bank owned life insurance		5,783		5,783		5,624		5,624
Real estate owned		697		697		1,222		1,222
Level 3 inputs:
Other debt securities		1,460		1,460		1,855		1,855
Financial liabilities
Level 2 inputs:
Noninterest bearing deposits	$	57,314	$	57,314	$	56,664	$	56,664
Interest bearing deposits		281,501		282,647		293,717		298,788
Securities sold under agreements to repurchase		18,895		18,895		11,344		11,344
Long-term borrowings		35,000		31,086		35,000		31,357
Junior subordinated debt		5,000		5,000		5,000		5,000
Accrued dividends and interest payable		188		188		219		219

The carrying amount of cash and due from banks, federal funds sold and interest bearing balances with banks approximates fair value.

The fair values of U.S. Treasury and Government agency securities and mortgage backed securities are determined using market quotations.

The carrying amount of Federal Reserve stock and Federal Home Loan Bank stock approximates fair value.

The fair value of fixed-rate loans is estimated to be the present value of scheduled payments discounted using interest rates currently in effect. The fair value of variable-rate loans, including loans with a demand feature, is estimated to equal the carrying amount. The

valuation of loans is adjusted for possible credit losses. The fair value of loans held for sale are at the carrying value (lower of cost or market) since such loans are typically committed to be sold (servicing released) at a profit.

The carrying amount of accrued interest receivable approximates fair value.

The fair value of bank owned life insurance is the current cash surrender value which is the carrying value.

The carrying value of real estate owned approximates fair value at the reporting date.

The fair value of noninterest bearing deposits is the amount payable on demand at the reporting date, since generally accepted accounting standards does not permit an assumption of core deposit value.

The fair value of interest bearing transaction, savings, and money market deposits with no defined maturity is the amount payable on demand at the reporting date, since generally accepted accounting standards does not permit an assumption of core deposit value.

The fair value of certificates of deposit is estimated by discounting the future cash flows using the current rates at which similar deposits would be accepted.

The carrying amount of junior subordinated debentures approximate the fair values at the reporting date.

The carrying amount of accrued interest payable approximates fair value.

Management has reviewed the unfunded portion of commitments to extend credit, as well as standby and other letters of credit, and has determined that the fair value of such instruments is equal to the fee, if any, collected and unamortized for the commitment made.

Note H – Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred stock with a par value of $.01 per share. On January 30, 2009 the Company completed a transaction to participate in the Government sponsored Troubled Asset Relief Program (“TARP”) which resulted in the Treasury purchasing 8,152 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) at a value of $8.2 million. The Series A Preferred Stock qualifies as Tier 1 Capital. On April 18, 2012, Annapolis Bancorp, Inc. (the “Company”) redeemed 4,076 shares of its Series A Preferred Stock for $4,076,000. Following the redemption, 4,076 shares of Series A Preferred Stock remain outstanding totaling $4,076,000. The Series A Preferred Stock pays a dividend of 5% per annum; payable quarterly for five years then pays a dividend of 9% per annum thereafter. Dividends declared for each of the nine months ended September 30, 2012 and 2011 was $214,000 and $305,000, respectively.

The warrant is exercisable at $4.08 per share at any time on or before January 30, 2019. The number of shares of common stock issuable upon exercise of the warrant and the exercise price per share will be adjusted if specific events occur.

Note I – New Accounting Pronouncements

All pending but not yet effective Accounting Standards Updates (“ASU”) were evaluated and only those listed below could have a material impact on the Company’s financial condition or results of operation.

In December, 2011 FASB issued ASU 2011-11, “Balance Sheet (Topic 210) - “Disclosures about Offsetting Assets and Liabilities.” ASU 2011-11 amends Topic 210, “Balance Sheet,” to require an entity to disclose both gross and net information about financial instruments, such as sales and repurchase agreements and reverse sale and repurchase agreements and securities borrowing/lending arrangements, and derivative instruments that are eligible for offset in the statement of financial position and/or subject to a master netting arrangement or similar agreement. ASU 2011-11 is effective for annual and interim periods beginning on January 1, 2013, and is not expected to have a significant impact on the Company’s financial statements.

In December, 2011 FASB issued ASU 2011-12, “Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-12 defers changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments to allow the FASB time to redeliberate whether to require presentation of such adjustments on the face of the financial statements to show the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. ASU 2011-12 allows entities to continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12. ASU 2011-12 were effective for annual and interim periods beginning after December 15, 2011. The Company has adopted ASU 2011-12 and it did not have a material impact on the Company’s financial statements.

Note J – Subsequent Events

Opening of a New Branch

On October 15, 2012, the Bank opened a new branch in Waugh Chapel Towne Centre located in Gambrills, Maryland.

Entry into Agreement and Plan of Merger

On October 22, 2012, the Company and F.N.B. Corporation (“FNB”) the parent company of First National Bank of Pennsylvania (“FNB Bank”), entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which the Company will merge with and into FNB. Promptly following consummation of the merger, it is expected that the Bank will merge with and into FNB Bank.

Under the terms of the Merger Agreement, the Company’s shareholders will receive 1.143 shares (the “Exchange Ratio”) of FNB common stock for each share of common stock they own. In addition, a cash credit related adjustment provides that shareholders of the Company may receive up to an additional $0.36 per share in cash for each share of the Company’s common stock they own, dependent on the Company’s ability to resolve an agreed-upon credit matter. The Merger Agreement also provides that all options to purchase the Company’s stock which are outstanding and unexercised immediately prior to the closing shall be converted into fully vested and exercisable options to purchase shares of FNB common stock, as adjusted for the Exchange Ratio.

The Merger Agreement provides that each outstanding share of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “TARP Preferred”), unless repurchased or redeemed prior to the merger, will be converted into the right to receive one share of FNB preferred stock with substantially the same rights, powers and preferences as the TARP Preferred. The outstanding warrant (the “TARP Warrant”) to purchase the Company’s common stock, which was issued on January 30, 2009 to the United States Department of the Treasury will be converted into a warrant to purchase FNB common stock, subject to appropriate adjustments to reflect the Exchange Ratio. Subject to the receipt of requisite regulatory approvals, the parties have agreed to use their best efforts to have the TARP Preferred either purchased by FNB or one of its subsidiaries, in which case it is expected to be extinguished upon consummation of the merger, or repurchased or redeemed by the Company. FNB also may elect to have the TARP Warrant purchased, redeemed or repurchased.

Consummation of the merger is subject to certain conditions, including, among others, approval of the merger by the Company’s common shareholders, governmental filings and regulatory approvals and expiration of applicable waiting periods, accuracy of specified representations and warranties of the other party, effectiveness of the registration statement to be filed by FNB with the SEC to register shares of FNB common stock to be offered to the Company shareholders, absence of a material adverse effect, receipt of tax opinions, and the absence of any injunctions or other legal restraints.

For more information about the merger and Merger Agreement, please see our Current Report on Form 8-K and 8-K/A, filed October 22, 2012 and October 23, 2012, respectively. Further information concerning the proposed merger will be included in a joint proxy statement/prospectus which will be filed with the Securities and Exchange Commission in connection with the merger.

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

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with GAAP and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

Significant accounting policies followed by the Company are presented in Note 1 to the Company’s 2011 consolidated financial statements which can be found in the Company’s Form 10-K and recent accounting provisions adopted have been presented herein in Note I. These policies, along with the disclosures presented in the other financial statement notes and in this financial review, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts management has identified the determination of the allowance for credit losses to be the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

The allowance for credit losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance sheet.

Allowance for Credit Losses Methodology

The Bank’s allowance for credit losses is established through a provision for loan losses based on management’s evaluation of the risks inherent in its loan portfolio and the general economy. The allowance for credit losses is maintained at an amount management considers adequate to cover estimated losses in loans receivable which are deemed probable and estimable based on information currently known to management. The overall allowance consists of both Accounting Standards Codification (“ASC”) 310 specific reserves for individual loans and ASC 450 general reserves for loan portfolios by specific categories and types. The Bank estimates an acceptable allowance for credit loss with the objective of quantifying portfolio risk into a dollar figure of inherent losses, thereby translating the subjective risk value into an objective number. Emphasis is placed on independent external loan reviews and regular internal reviews. The determination of the allowance for loan losses is based on the Bank’s historical loss experience and ten (10) qualitative factors for specific categories and types of loans. The combination of the loss experience factor and the

total qualitative factors (“Total ALLL Factor”) is expressed as a percentage of the portfolio for specific categories and types of loans to create the inherent loss index for each loan portfolio. Individual loans deemed impaired are separated from the respective loan portfolios and a specific reserve allocation is assigned based upon Bank management’s best estimate as to the loss exposure for each loan. Each Total ALLL Factor is assigned a percentage weight and that total weight is applied to each loan category. The Total ALLL Factor is different for each loan type and for each risk assessment category within each loan type.

•

The Bank’s historical loss experience is calculated by aggregating the actual loan losses by category for the previous eight quarters and converting that total into a percentage for each loan category.

•

Qualitative factors include: levels and trends in delinquencies and non-accruals; trends in volumes and terms of loans; effects of any changes in lending policies; the experience, ability and depth of management; national and local economic trends and conditions (including Peer Group loss experience); concentrations of credit; quality of the bank’s loan review system; and, external factors, such as competition, legal and regulatory requirements.

The total allowance for credit losses changes as the percentage weight assigned to each Total ALLL Factor is increased or decreased due to its particular circumstance, as the various types and categories of loans change as a percentage of total loans and as the aggregate of specific allowances is adjusted due to an increase or decrease in impaired loans.

Management believes this approach effectively measures the risk associated with any particular loan or group of loans. The Bank’s Board of Directors engages an independent loan review consultant to evaluate the adequacy of the Bank’s allowance for credit losses. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for credit losses. Such agencies may require the Bank to make additional provisions for estimated credit losses based upon judgments different from those of management. The Bank recorded a total provision for credit losses of $29,000 for the three month period ended September 30, 2012 and $338,000 for the same period in 2011. For the nine month periods ended September 30, 2012 and 2011 the Bank recorded provisions of $306,000 and $1.6 million, respectively. The aggregate provision was based upon the results of quarterly evaluations using a combination of factors including the level of nonperforming loans, the Bank’s growth in total gross loans and the Bank’s net credit loss experience. Total gross loans decreased by $5.7 million for the nine months ended September 30, 2012. For the same period, the Bank recorded charge-offs of $927,000 and recovered $86,000 on previously charged-off loans. As of September 30, 2012, the Bank’s allowance for credit losses was $6.6 million or 2.33% of total loans and 88.4% of nonperforming loans as compared to $7.2 million, or 2.47% of total loans and 102.0% of nonperforming loans as of December 31, 2011.

The Bank continues to monitor and modify its allowance for credit losses as conditions dictate. While management believes that, based on information currently available, the Bank’s allowance for credit losses is sufficient to cover losses inherent in its

loan portfolio at this time, no assurances can be given that the Bank’s level of allowance for credit losses will be sufficient to cover future loan losses incurred by the Bank or that future adjustments to the allowance for credit losses will not be necessary if economic and other conditions differ substantially from economic and other conditions at the time management determined the current level of the allowance for credit losses. Management may in the future increase the level of the allowance as its loan portfolio increases or as circumstances dictate.

Activity in the allowance for credit losses for the nine months ended September 30, 2012 and 2011 is shown below:


(dollars in thousands)	For the Nine Months Ended September 30,
	2012			2011
Total loans outstanding - at September 30	$	285,069		$	294,160
Average loans outstanding year-to-date		296,111			288,312

Allowance for credit losses at beginning of period	$	7,182		$	6,853

Provision charged to expense		306			1,574

Chargeoffs:
Commercial loans		357			872
Real estate and construction loans		340			182
Consumer and other loans		230			140

Total		927			1,194

Recoveries:
Commercial loans		32			13
Real estate and construction loans		35			254
Consumer and other loans		19			17

Total		86			284

Net charge-offs		841			910

Allowance for credit losses at end of period	$	6,647		$	7,517

Allowance for credit losses as a percent of total loans		2.33	%		2.56	%
Net charge-offs (recoveries) as a percent of average loans		0.28	%		0.32	%

The Bank’s nonperforming assets, which are comprised of loans delinquent 90 days or more, non-accrual loans, accruing troubled debt restructurings, loans with repossessed collateral and repossessed assets, totaled $8.2 million at September 30, 2012, compared to $8.3 million at December 31, 2011, a decrease in nonperforming assets of $100,000 or 1.2%. The percentage of nonperforming assets to total assets was 1.88% at September 30, 2012, and at December 31, 2011. The decrease in nonperforming assets was principally attributable to the sales of REO property and repossessed assets of $888,000, payoffs and pay-downs of nonperforming assets of $241,000, the return to performing of $176,000 and to charge-offs and additional write-downs on loans previously classified as nonperforming of $520,000 offset by additions to nonperforming of $1.7 million.

The $8.2 million in nonperforming assets at September 30, 2012 included $6.1 million in nonaccrual loans, $930,000 in accruing troubled debt restructurings, $468,000 of loans past due greater than 90 days and still accruing and $696,000 in other assets. Of the $6.1 million in nonaccrual loans at September 30, 2012, $5.3 million were secured by real estate, $190,000 were commercial loans and $613,000 were consumer and other loans. At December 31, 2011, assets classified as nonperforming totaled $8.3 million and consisted of

$6.2 million in nonaccrual loans and $856,000 in accruing troubled debt restructuring and $1.3 million in other assets. Included in the $6.2 million of nonaccrual loans was $5.3 million of loans secured by real estate, $390,000 of commercial and $484,000 of consumer and other loans.

The following table shows the amounts of nonperforming assets at September 30, 2012 and December 31, 2011:


	September 30, 2012			December 31, 2011
Nonaccrual loans:
Commercial	$	190		$	390
Real estate		5,315			5,308
Consumer		613			484
Accrual loans – past due 90 days
Real estate		468			0
Restructured loans		930			856

Total nonperforming loans		7,516			7,038
Real estate owned		697			1,222
Repossessed assets		0			52

Total nonperforming assets	$	8,213		$	8,312

Allowance for credit losses to total nonperforming loans		88.44	%		102.30	%
Ratio of nonperforming loans to total loans		2.64	%		2.42	%
Ratio of nonperforming assets to total assets		1.88	%		1.88	%

Comparison of Financial Condition at September 30, 2012 and December 31, 2011

Total assets of $436.4 million at September 30, 2012 decreased 1.2% or $5.2 million compared to $441.6 million at December 31, 2011. The contraction of the balance sheet was the result of redeeming 50% of the TARP balance of outstanding Series A Preferred Stock for a total of $4.1 million. Loan demand decreased in the first nine months of 2012, with $285.1 million of gross loans as of September 30, 2012, a decrease of $5.7 million from $290.8 million at December 31, 2011. The decrease resulted primarily from payoffs and payments net of originations of approximately $4.8 million in real estate secured loans and charge-offs of $927,000. Interest bearing balances with banks increased $21.7 million while federal funds sold as of September 30, 2012 decreased $26.6 million from December 31, 2011. Investment securities increased $4.2 million or 4.8% compared to December 31, 2011.

Deposits of $338.8 million at September 30, 2012 decreased $11.6 million or 3.3% from December 31, 2011 deposits of $350.4 million. Savings balances decreased $7.9 million while certificate of deposit balances decreased $7.2 million due to higher rate certificates of deposit maturing and not renewing at current lower yields. Money market balances increased $4.8 million. Securities sold under agreements to repurchase increased $7.6 million.

Comparison of Operating Results for the Nine Months Ended September 30, 2012 and 2011.

General. The Company recorded net income of $2.9 million for the nine months ended September 30, 2012; an increase of $1.4 million, compared to net income of $1.5 million for the nine months ended September 30, 2011, an increase of 90.1%. Net income available to common shareholders for the nine months ended September 30, 2012 was $2.6 million or $0.66 per basic and $0.65 per diluted common shares compared to net income

available to common shareholders of $1.1 million or $0.29 per basic and $0.29 per diluted common shares for the nine months ended September 30, 2011. Net interest income increased by $120,000 or 1.0% for the nine months ended September 30, 2012 compared to the same period in 2011. The provision for credit losses decreased $1.3 million to $306,000 for the nine months ended September 30, 2012 compared to $1.6 million for the nine month period ended September 30, 2011.

Interest Income. Total interest income decreased $418,000 or 2.8% for the nine months ended September 30, 2012 compared to the same period in 2011 as a result of lower yields obtained on new loans and investments. Interest income on investment securities decreased $443,000. The yield on the investment portfolio decreased to 2.36% from 2.98% on balances $1.1 million lower on average over the same period in 2011. Income on the loan portfolio increased $10,000 for the nine months ended September 30, 2012 due to an increase in average loan balances of $7.8 million offset by lower loan yields. The yield on the loan portfolio decreased to 5.78% for the nine months ended September 30, 2012 from 5.94% for the nine months ended September 30, 2011.

Interest Expense. Total interest expense decreased by $538,000 or 19.5% for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. The decrease was due to reducing the rates paid on the Company’s deposit and repurchase agreement accounts. The Company’s savings accounts, the largest of the deposit balances, had an average balance of $131.8 million for the nine months ended September 30, 2012 and a yield of 0.33% compared to an average balance of $139.0 million and a yield of 0.68% for the nine months ended September 30, 2011. The average rate of interest paid on all interest bearing liabilities was 0.86% for the nine months ended September 30, 2012 compared to 1.06% for the nine months ended September 30, 2011. Interest expense on long-term borrowings and junior subordinated debentures was $985,000 for the nine months ended September 30, 2012 compared to $974,000 for the nine months ended September 30, 2011. The increase resulted from a rise in the yield on the junior subordinated debentures to 3.65% from 3.50%.

Net Interest Income. Net interest income increased by $120,000 or 1.0% for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011. The increase was primarily the result of lower overall cost of deposits. The Company’s cost of funds decreased to 0.74% for the nine months ended September 30, 2012 compared to 0.93% for the nine months ended September 30, 2011.

For the nine months ended September 30, 2012, the net interest margin decreased to 3.90% compared to 3.94% for the nine months ended September 30, 2011. The decrease in net interest margin was primarily the result of the decrease in the yield on earnings assets which decreased to 4.60% for the nine months ended September 30, 2012 from 4.84% for the same period in 2011.

Provision for Credit Losses. The Bank recorded a provision for credit losses of $306,000 for the nine months ended September 30, 2012 compared to $1.6 million for the same period in 2011. The provision was based on the composition and credit quality of the loan portfolio as of September 30, 2012 and reflected the qualitative factors used to calculate the allowance for credit losses relating to historical delinquencies and losses and to factors relating to local economic conditions. Total gross loans decreased by $5.7 million for the nine month period ended September 30, 2012 compared to December 31, 2011. The Bank recorded net charge-offs on loans deemed uncollectible of $841,000 for the nine months ended September 30, 2012 compared to $910,000 for the same period in 2011.

Noninterest Income. Total noninterest income for the nine months ended September 30, 2012 increased by $28,000 or 2.0% remaining at $1.4 million for the same period in 2011. The increase in noninterest income was due to higher savings and check cashing fees offset by lower loan related fees as the Company discontinued selling mortgages in 2011. The nine months ended September 30, 2011 included losses of $31,000 on the write-down of fixed assets relating to the closure of a branch office. There were no such write-downs for the nine months ended September 30, 2012.

Noninterest Expense. Total noninterest expense decreased by $875,000 or 9.1% for the nine months ended September 30, 2012 compared to the same period in 2011. The decrease in total noninterest expense during the first nine months of 2012 compared with the same period in 2011 resulted from decreased personnel, occupancy and equipment, FDIC and other expense. Offsetting these decreases in noninterest expense was an increase in legal expense related to loan collections. Personnel expense decreased $374,000 for the nine month period due to vacated staff positions that have not been refilled. Occupancy and equipment expense decreased $96,000 as the same period in 2011 included accelerated depreciation relating to the Market House branch closure. FDIC expense decreased $82,000 for the nine months ended September 30, 2012 compared to September 30, 2011 due to the impact of the changes in the assessment formula. Other expense decreased $311,000 as 2011 expense included a $198,000 write-down on a property held for expansion and a write-off of $36,000 related to a payment due from a service provider. Legal collection fees increased $49,000 for 2012 as 2011 results included the reimbursement of legal costs from the payoff of a loan previously classified as nonperforming.

Income Tax Expense. The Company recorded income tax expense for the nine-month period ended September 30, 2012 of $1.7 million compared to $782,000 for the nine months ended September 30, 2011. The Company’s combined effective federal and state income tax rate was approximately 37.6% for the nine months ended September 30, 2012 versus 34.2% for the nine months ended September 30, 2011.

The table below sets forth certain information regarding changes in interest income and interest expense attributable to (1) changes in volume (change in volume multiplied by the old rate); (2) changes in rates (change in rate multiplied by the old volume); and (3) changes in rate/volume (change in rate multiplied by change in volume).

Rate/Volume Analysis


(dollars in thousands)	Nine Months Ended September 30, 2012 vs. 2011
				Due to Change in
	Increase or (Decrease)			Volume			Rate			Rate/ Volume
Interest income on:
Loans	$	10		$	347		($	328	)	($	9	)
Investment securities		(443	)		(25	)		(423	)		5
Interest bearing balances with banks		11			0			10			1
Federal funds sold and other overnight investments		4			3			1			0

Total interest income		(418	)		325			(740	)		(3	)

Interest expense on:
NOW accounts		(10	)		0			(10	)		0
Money market accounts		(36	)		37			(58	)		(15	)
Savings accounts		(381	)		(36	)		(364	)		19
Certificates of deposit		(99	)		(52	)		(50	)		3
Repurchase agreements		(23	)		(3	)		(21	)		1
Long-term borrowing		3			0			3			0
Junior subordinated debt		8			0			8			0

Total interest expense		(538	)		(54	)		(492	)		8

Net interest income	$	120		$	379		($	248	)	($	11	)

Consolidated Average Balances, Yields and Rates


(dollars in thousands)	Nine Month Periods Ended
	September 30, 2012							September 30, 2011
	Average Balance		Interest (1)		Yield/ Rate			Average Balance		Interest (1)		Yield/ Rate
Assets
Interest earning assets
Federal funds sold and other overnight investments	$	17,460	$	31		0.24	%	$	15,930	$	27		0.23	%
Interest bearing balances with banks		15,709		24		0.20	%		15,087		13		0.12	%
Investment securities (1)		90,691		1,601		2.36	%		91,822		2,044		2.98	%
Loans (2)		296,111		12,817		5.78	%		288,312		12,807		5.94	%

Total interest earning assets		419,971		14,473		4.60	%		411,151		14,891		4.84	%
Noninterest earning assets
Cash and due from banks		7,393							7,582
Other assets		14,282							15,211

Total Assets	$	441,646						$	433,944

Liabilities and Stockholders’ Equity
Interest bearing deposits
NOW accounts	$	32,822	$	22		0.09	%	$	32,892	$	32		0.13	%
Money market accounts		52,781		113		0.29	%		42,280		149		0.47	%
Savings accounts		131,838		323		0.33	%		138,952		704		0.68	%
Certificates of deposit		72,755		745		1.37	%		77,508		844		1.46	%
Repurchase agreements		15,322		36		0.31	%		16,163		59		0.49	%
Long-term borrowings		35,000		846		3.18	%		35,000		843		3.22	%
Junior subordinated debt		5,000		139		3.65	%		5,000		131		3.50	%

Total interest bearing liabilities		345,518		2,224		0.86	%		347,795		2,762		1.06	%

Noninterest bearing Liabilities
Demand deposit accounts		57,216							48,446
Other liabilities		2,572							1,991
Stockholders’ Equity		36,340							35,712

Total Liabilities and Stockholders’ Equity	$	441,646						$	433,944

Interest rate spread						3.74	%						3.78	%
Ratio of interest earning assets to interest bearing liabilities						121.55	%						118.22	%
Net interest income and net interest margin			$	12,249		3.90	%			$	12,129		3.94	%

(1)	No tax-equivalent adjustments are made, as the effect would not be material.

(2)	Includes nonaccrual loans

Comparison of Operating Results for the Three Months Ended September 30, 2012 and 2011.

General. The Company recorded net income for the three months ended September 30, 2012 of $1.1 million, an increase of $443,000, compared to a net income of $668,000 for the three months ended September 30, 2011. Net income available to common shareholders was $1.1 million or $0.27 per basic and $0.26 per diluted common share, compared to net income available to common shareholders of $545,000 or $0.14 per basic and diluted common share for the three months ended September 30, 2011. Net interest income improved $42,000 for the three months ended September 30, 2012 compared to the same period in 2011. The Bank recorded $29,000 in provision for credit losses during the three months ended September 30, 2012, compared to $338,000 in provision for credit losses during the same period in 2011.

Interest Income. Interest income decreased $135,000 or 2.7% for the quarter ended September 30, 2012 compared to the same quarter in 2011. The decrease in income is a result of lower yields on both the investment and loan portfolios. Income on the investment

portfolio decreased $127,000 for the quarter ended September 30, 2012 compared to the same period in 2011 due to a decrease in yield as average investment security balances increased by $8.0 million and the yield decreased to 2.13% from 2.89% for the same period in 2011.

Interest Expense. Interest expense decreased by $177,000 or 20.0% for the three months ended September 30, 2012 compared to the three months ended September 30, 2011 while average interest bearing deposit balances decreased $3.8 million. Interest expense on interest bearing deposits for the quarter ended September 30, 2012 was $367,000 compared to $541,000 for the same period in 2011, a 32.2% decrease. The decrease in interest expense was due to the lower cost of all interest bearing deposit types with the yield dropping to 0.51% for the three months ended September 30, 2012 compared to 0.74% for the three months ended September 30, 2011. Decreases in the Company’s cost of savings accounts to 0.29% from 0.58%, in the cost of the Company’s money market account to 0.26% from 0.42% and a decrease to 1.29% from 1.46% in the cost of the Company’s certificates of deposit contributed to the reduction in interest expense. The total cost of interest bearing liabilities decreased for the quarter ended September 30, 2012 to 0.82% from 1.02% for the quarter ended September 30, 2011. The Company’s overall cost of funds decreased to 0.70% from 0.88% for the same periods. Interest expense on long-term borrowings and junior subordinated debentures increased to $330,000 from $328,000 with a yield of 3.28% and 3.25% for each of the three months ended September 30, 2012 and September 30, 2011, respectively.

Net Interest Income. Net interest income is the difference between interest income and interest expense and is generally affected by increases or decreases in the amount of outstanding interest-earning assets and interest bearing liabilities (volume variance). This volume variance coupled with changes in interest rates on these same assets and liabilities (rate variance) equates to the total change in net interest income in any given period.

Net interest income improved by $42,000 or 1.0% for the three months ended September 30, 2012 compared to the three months ended September 30, 2011. The improvement was due to the decrease in interest expense.

For the three months ended September 30, 2012, the net interest margin was 3.95%, a slight increase from 3.93% for the three months ended September 30, 2011. The interest rate spread was 3.80% in the second quarter of 2012 compared to 3.77% in the same quarter in 2011. The increase in the net interest margin was the result of a decrease in the yield on deposit and repurchase accounts.

Provision for Credit Losses. The Bank recorded a provision for credit losses of $29,000 for the three months ended September 30, 2012 compared to $338,000 for the same period in 2011. The decrease in provision was due in part to the release of reserves on criticized assets that paid off. The Bank recorded net charge-offs of $290,000 for the quarter ended September 30, 2012 compared to net charge-offs of $93,000 for the three months ended September 30, 2011. Nonperforming assets totaling $8.2 million at quarter-end and were comprised of $6.1 million of nonaccrual loans, $930,000 in troubled debt restructuring, $468,000 of loans past due more than 90 days and still accruing and $697,000 in other assets.

Noninterest Income. Noninterest income decreased by $150,000 or 22.8% to $509,000 for the three months ended September 30, 2012 from $659,000 for the same period

of 2011. Noninterest income decreased for the three months ended September 30, 2012 as September 30, 2011 results included $151,000 in fees on loans held for sale. The loans held for sale program was discontinued in 2011.

Noninterest Expense. Noninterest expense decreased by $547,000 or 16.1% for the three months ended September 30, 2012 compared to the same quarter in 2011. The decrease in noninterest expense was due to reduced personnel and other expenses. The decrease in personnel expense of $206,000 was the result of open staff positions. Other expense decreased $334,000 as 2011 results included a write-down of $198,000 on a piece of property held for expansion and $117,000 in expenses related to loans held for sale. There were no similar other expenses in 2012.

Income Tax Expense. The Company recorded tax expense of $680,000 for the three-month period ended September 30, 2012. The Company’s combined effective federal and state income tax rate was approximately 38.0% for the three months ended September 30, 2012 versus 36.0% for the three months ended September 30, 2011.

Liquidity

Liquidity is the capacity to change the nominal level and mix of assets or liabilities, for any purpose, quickly and economically. Poor or inadequate liquidity risk management could result in a critical situation in which the Bank would be unable to meet deposit withdrawal or loan funding requests from its customers. Either situation could potentially harm both the profits and reputation of the Bank.

The Company’s major source of liquidity is its deposit base. At September 30, 2012, total deposits were $338.8 million. Core deposits, considered to be stable funding sources and defined as all deposits except time deposits totaled $267.8 million or 79.04% of total deposits. Liquidity is also provided through the Company’s overnight investment in federal funds sold, interest bearing deposits with banks as well as securities available-for-sale and investment securities with maturities less than one year. At September 30, 2012, interest bearing deposits with banks, federal funds sold and other overnight investments totaled $40.0 million while investment securities available-for-sale and restricted stock investments totaled $94.6 million.

In addition, the Bank has external sources of funds, which can be used as needed. The FHLB is the primary source of this external liquidity. The FHLB has established credit availability for banks up to 40% of the bank’s total assets. The Bank currently has an approved line of credit with the FHLB of 25% of total assets with the ability to request an increase in the line if necessary. Total assets are based on the most recent quarterly financial information submitted by the Bank to the appropriate regulatory agency. The ability to borrow funds is subject to the Bank’s continued creditworthiness, compliance with the terms and conditions of the FHLB’s Advance Applications and the pledging of sufficient eligible collateral to secure advances. At September 30, 2012, the Bank had a $109.4 million credit limit with the FHLB with advances outstanding of $35.0 million. The Bank had loans currently pledged as collateral sufficient to borrow up to $14.9 million of the remaining $74.4 million availability from the FHLB. The Bank also has the ability to borrow from the Federal Reserve Bank’s discount window. Additional collateral including cash, investment securities and home-equity loans are available for pledging purposes in the event the Bank would need to draw on the unused portion of the line of credit. At September 30, 2012, the Bank had available credit with its correspondent banks of $19.2 million.

Capital Resources

Total stockholders’ equity was $36.1 million at September 30, 2012, representing a decrease of $1.3 million or 3.46% from December 31, 2011. The decrease in stockholders’ equity in the first nine months of 2012 was attributable to redeeming 50% of the outstanding Series A Preferred Stock obtained through TARP. The decrease in capital due to the $4.1 million redemption was offset by $2.9 million in income, an increase in other accumulated comprehensive income of $73,000, stock based compensation of $64,000 and stock purchases through the Company’s Employee Stock Purchase Plan of $5,000. Offsetting these increases was the declaration of $214,000 in preferred stock dividends.

During the first quarter of 2009 the Company received an infusion of capital under TARP. Under TARP, the U. S. Treasury created the CPP, pursuant to which it provides access to capital that will serve as Tier 1 capital to financial institutions through a standardized program to acquire preferred stock (accompanied by warrants) from eligible financial institutions. On January 30, 2009, the Company sold 8,152 shares of the Company’s Fixed Rate Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”), having a liquidation amount per share equal to $1,000, and a warrant to purchase 299,706 shares of the Company’s common stock, at an exercise price of $4.08 per share, to the Treasury under the CPP for a total purchase price of $8,152,000. On April 18, 2012, Annapolis Bancorp, Inc. (the “Company”) redeemed 4,076 shares of its Series A Preferred Stock for $4,076,000. Following the redemption, 4,076 shares of Series A Preferred Stock remain outstanding for a total of $4,076,000 in Series A Preferred Stock.

The Company currently has $5.0 million of junior subordinated debt issued in the form of trust preferred securities. Trust preferred securities are considered regulatory capital for purposes of determining the Company’s Tier 1 capital ratios. Regulatory guidance was issued by the Board of Governors of the Federal Reserve System ruled that banks could currently continue to include trust preferred securities in regulatory capital.

The following table summarizes the Company’s risk-based capital ratios:


Annapolis Bancorp, Inc.
	September 30, 2012			December 31, 2011			Minimum Regulatory Requirements			Well-Capitalized Regulatory Requirements
Risk Based Capital Ratios:
Tier 1 Capital		12.6	%		12.8	%		4.0	%		6.0	%
Total Capital		13.8	%		14.0	%		8.0	%		10.0	%
Tier 1 Leverage Ratio		9.0	%		9.4	%		4.0	%		5.0	%

As of September 30, 2012 both the Company and the Bank met the criteria for classification as a “well-capitalized” institution. Designation as a well-capitalized institution under these regulations is not a recommendation or endorsement of the Company or the Bank by federal bank regulators.

Risk Management

The Board of Directors is the foundation for effective corporate governance and risk management. The Board demands accountability of management, keeps stockholders’ and other constituencies’ interests in focus, advocates the upholding of the Company’s code of ethics, and fosters a strong internal control environment. Through its Audit Committee, the Board actively reviews critical risk positions, including market, credit, liquidity, and operational risk. The Company’s goal in managing risk is to reduce earnings volatility, control exposure to unnecessary risk, and ensure appropriate returns for risk assumed. Senior management manages risk at the business line level, supplemented with corporate-level oversight through the Asset Liability Committee, internal audit and quality control functions.

Dodd-Frank Wall Street Reform and Consumer Protection Act

As a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) banks are no longer prohibited from paying interest on demand deposit accounts, including those from businesses, effective July 21, 2011. It is not clear what effect the elimination of this prohibition will have on the Bank’s interest expense, allocation of deposits, deposit pricing, loan pricing, net interest margin, ability to compete, ability to establish and maintain customer relationships, or profitability. The Dodd-Frank Act also includes a regulation to limit debit card interchange fees charged by issuing banks. The impact this regulation will have on the Bank’s noninterest income is not yet known.

Management continues to monitor the implementation of the Dodd-Frank Act which includes many provisions that went into effect on July 21, 2011 and many other provisions which will be phased-in over the next several months and years.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

As of the end of the period covered by this report, based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act), each of the chief executive officer and the chief financial officer of the Company has concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the applicable time periods specified by the Securities and Exchange Commission’s rules and forms.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Neither the Company nor the Bank is involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which involve amounts in the aggregate believed by management to be immaterial to the financial condition of the Company and the Bank.

Item 1A – Risk Factors

Not applicable.

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

None.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not applicable.

Item 5 - Other Information

None.

Item 6 – Exhibits

The following exhibits are filed as part of this report.



3.1		Articles of Incorporation of Annapolis Bancorp, Inc.*

3.2		Amended and Restated Bylaws of Annapolis Bancorp, Inc.**

3.3		Articles of Incorporation of BankAnnapolis***

3.4		Bylaws of BankAnnapolis***

4.0		Stock Certificate of Annapolis National Bancorp, Inc.*

4.1		Form of Stock Certificate for the Fixed Rate Cumulative Preferred Stock, Series A. *******

4.2		Warrant To Purchase 299,706 Shares of Common Stock Of Annapolis Bancorp, Inc. *******

10.1		Annapolis National Bancorp, Inc. Employee Stock Option Plan*+

10.2		Annapolis National Bancorp, Inc. 2000 Employee Stock Option Plan****

10.3		Annapolis Bancorp, Inc. 2006 Stock Incentive Plan*****

10.4		Form of Stock Option Award Agreement*****

10.5		Form of Restricted Share Award Agreement*****

10.6		Form of Deferral Election Agreement for Deferred Share Units*****

10.7		Annapolis Bancorp, Inc. 2007 Employee Stock Purchase Plan ******

10.8		Securities Purchase Agreement by and between the United States Department of the Treasury and Annapolis Bancorp, Inc. dated January 30, 2009*******

10.9		Agreement and Plan of Merger by and between Annapolis Bancorp, Inc. and F.N.B. Corporation dated October 22, 2012********

31.1		Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith)

31.2		Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith)

32.1		Certification Pursuant to 18 U.S.C. Section 1350 (filed herewith)

32.2		Certification Pursuant to 18 U.S.C. Section 1350 (filed herewith)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase


+		Management contract or compensatory plan or arrangement.
*		Incorporated herein by reference to the Company’s Registration Statement on Form SB-2, as amended, Commission File Number 333-29841, filed with the Securities and Exchange Commission on September 23, 1997.
**		Incorporated herein by reference to the Company’s Report on Form 8-K, filed with the Securities and Exchange Commission on October 23, 2007.
***		Incorporated herein by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001.
****		Incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2000 annual meeting, filed with the Securities and Exchange Commission on April 5, 2000.
*****		Incorporated herein by reference to the Company’s Registration Statement on Form S-8, Commission File Number 333-136382, filed with the Securities and Exchange Commission on August 8, 2006.
******		Incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2007 annual meeting, filed with the Securities and Exchange Commission on April 13, 2007.


*******		Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 2, 2009.
********		Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 22, 2012.

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.


	ANNAPOLIS BANCORP, INC.
	(Registrant)

Date: November 14, 2012		/s/ Richard M. Lerner
		Richard M. Lerner
		Chief Executive Officer

Date: November 14, 2012		/s/ Edward J. Schneider
		Edward J. Schneider
		Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

ANNAPOLIS BANCORP INC 10-Q