United States Securities and Exchange Commission

Washington, D. C. 20549

FORM 10 - Q

(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended ~~December~~March 31, ~~2011~~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: 0-28032

PATAPSCO BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland		52-1951797
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1301 Merritt Boulevard, Dundalk, Maryland 21222-2194

(Address of Principal Executive Offices)

(410) 285-1010

Registrant's Telephone Number, Including Area Code

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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~~ 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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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. (Check one)

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨	Smaller Reporting Company x
(Do not check if a smaller reporting company)

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

As of ~~February~~May 1315, 2012, the issuer had 1,971,843 shares of Common Stock issued and outstanding.

TABLE OF CONTENTS

		PAGE
PART I.	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Financial Condition at December 31, 2011 and June 30, 2011 (Unaudited)	3
	Consolidated Statements of Financial Condition at March 31, 2012 and June 30, 2011 (Unaudited)	3
	Consolidated Statements of Operations for the Three and Six-Month Periods Ended December 31, 2011 and 2010 (Unaudited)	4
	Consolidated Statements of Operations for the Three and Nine-Month Periods Ended March 31, 2012 and 2011 (Unaudited)	4
	Consolidated Statements of Comprehensive Loss for the Three and Six-Month Periods Ended December 31, 2011 and 2010 (Unaudited)	5
	Consolidated Statements of Comprehensive Loss for the Three and Nine-MonthPeriods Ended March 31, 2012 and 2011 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Six-Month Periods Ended December 31, 2011 and 2010 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine-Month Periods Ended March 31, 2012 and 2011 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2524
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3433
Item 4.	Controls and Procedures	3433
PART II.	OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3635
Item 1A.	Risk Factors	3635
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3635
Item 3.	Defaults in Senior Securities	3635
Item 4.	Mine Safety Disclosures	3635
Item 5.	Other Information	3635
Item 6.	Exhibits	3635
Signatures		3736
Certifications		37

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Patapsco Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

(in thousands except for share and per share data)

	December 31,			June 30,
	March 31,			June 30,
	2011			2011
	2012			2011
Assets:
Cash on hand and due from banks	$	4,~~131~~162		$	3,631
Interest bearing deposits in other banks		1520,~~364~~602			24,838
Total cash and cash equivalents		1924,~~495~~764			28,469
Securities available for sale		4239,~~331~~753			39,814
Loans receivable, net of allowance for loan losses of $4,919 and $4,194, respectively		179,418			182,570
Loans receivable, net of allowance for loan losses of $3,918
and $4,194, respectively		177,855			182,570
Securities required by law, at cost		1,823			2,286
Real estate acquired through foreclosure and other repossessed assets		2,~~430~~203			1,689
Property and equipment, net		3,~~472~~447			3,576
Intangible assets		~~116~~103			142
Accrued interest receivable		~~701~~766			857
Bank owned life insurance		2,~~327~~353			2,294
Other assets		21,~~027~~762			2,933
Total Assets	$	254,~~140~~829		$	264,630
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Non-interest bearing deposits	$	910,~~816~~972		$	10,494
Interest bearing deposits		~~215~~216,~~188~~352			220,812
Total deposits		~~225~~227,~~004~~324			231,306
Junior subordinated debentures		5,000			5,000
Long-term debt		9,000			12,000
Accrued expenses and other liabilities		1,~~761~~804			1,971
Total Liabilities		~~240~~243,~~765~~128			250,277
Stockholders' equity:
Preferred stock – Series A Cumulative perpetual; $0.01 par value;
authorized 1,000,000 shares with a liquidation preference of $1,000 per
share; 6,000 shares issued and outstanding		5,~~868~~884			5,833
Warrant preferred stock – Series B Cumulative perpetual; $0.01 par
value; authorized 1,000,000 shares with a liquidation preference of
$1,000 per share; 300 shares issued and outstanding		~~315~~313			319
Common stock - $0.01 par value; authorized 4,000,000
shares; issued and outstanding 1,971,843 shares and
1,939,593 shares, respectively		20			19
Additional paid in capital		7,899			7,876
(Accumulated deficit)/Retained earnings, substantially restricted		(~~525~~2,434	)		267
Accumulated other comprehensive (loss)/income, net of taxes		(202	)		39
Accumulated other comprehensive income, net of taxes		19			39
Total Stockholders' Equity		1311,~~375~~701			14,353
Total Liabilities and Stockholders' Equity	$	254,~~140~~829		$	264,630

See accompanying notes to consolidated financial statements.

Patapsco Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands except for per share data)	For Three Months Ended						For ~~Six~~Nine Months Ended
	December 31,						December 31,
	March 31,						March 31,
	2011			2010			2011			2010
	2012			2011			2012			2011
Interest income:
Loans receivable, including fees	$	2,~~566~~570		$	2,~~990~~818		$	57,~~300~~870		$	68,~~073~~891
Investment securities		~~236~~258			~~205~~228			~~496~~754			~~411~~639
Federal funds sold and other investments		119			16			2433			3046
Total interest income		2,~~813~~837			3,~~211~~062			58,~~820~~657			69,~~514~~576
Interest expense:
Deposits		~~634~~576			~~888~~752			1,~~319~~895			12,~~837~~589
Long-term debt and junior subordinated debentures		165			~~217~~189			~~352~~517			~~481~~670
Total interest expense		~~799~~741			~~1,105~~941			12,~~671~~412			23,~~318~~259
Net interest income		2,~~014~~096			2,~~106~~121			46,~~149~~245			46,~~196~~317
Provision for loan losses		12,~~273~~368			~~994~~1,000			13,~~596~~964			12,298
Net interest income after provision for loan losses		741			1,112			2,553			2,898
Net interest (loss) income after provision
for loan losses		(272	)		1,121			2,281			4,019
Non-interest income:
Fees and service charges		~~166~~144			~~176~~164			~~323~~467			~~330~~494
Gain on sale of securities available for sale		-			-94			73			67161
Loss on sale of other assets		-			(22	)		-			(22	)
Gain/(loss) on sale of other assets		2			-			2			(22	)
Other		1931			2123			4172			4063
Total non-interest income		~~185~~177			~~175~~281			~~437~~614			~~415~~696
Non-interest expense:
Compensation and employee benefits		~~894~~925			~~953~~1,009			12,~~817~~742			12,~~942~~951
Professional fees		~~261~~163			~~157~~154			~~469~~632			~~296~~450
Federal deposit insurance assessments		8684			~~133~~142			~~180~~264			~~270~~412
Equipment expense		5357			5658			~~111~~168			~~109~~167
Net occupancy expense		~~133~~140			~~133~~141			~~272~~412			~~273~~414
Advertising		57			109			916			2029
Data processing		~~103~~105			9397			~~200~~305			~~190~~287
Amortization of core deposit intangible		13			13			2639			2639
Telephone, postage & delivery		6459			7069			~~135~~194			~~136~~205
Provision for losses on and cost of real estate acquired through foreclosure		91			56			155			86
Provision for losses on and cost of real estate acquired
Other		209			192			377			375
through foreclosure		22			153			177			239
Total non-interest expense		1,912			1,866			3,751			3,723
Other		224			186			601			561
Loss before benefit from income taxes		(986	)		(579	)		(761	)		(410	)
Total non-interest expense		1,799			2,031			5,550			5,754
Benefit from income taxes		-			(231	)		-			(169	)
Loss before benefit from income taxes		(1,894	)		(629	)		(2,655	)		(1,039	)
Net loss	$	(986	)	$	(348	)	$	(761	)	$	(241	)
Benefit from income taxes		-			(252	)		-			(421	)
Preferred stock dividends		97			97			194			194
Net loss		(1,894	)		(377	)		(2,655	)		(618	)
Net loss avaliable to common shareholders	$	(1,083	)	$	(445	)	$	(955	)	$	(435	)
Preferred stock dividends		97			97			291			291
Basic loss per common share	$	(0.55	)	$	(0.23	)	$	(0.48	)	$	(0.22	)
Net loss available to common shareholders	$	(1,991	)	$	(474	)	$	(2,946	)	$	(909	)
Diluted loss per common share	$	(0.55	)	$	(0.23	)	$	(0.48	)	$	(0.22	)
Basic loss per common share	$	(1.01	)	$	(0.24	)	$	(1.49	)	$	(0.47	)
Diluted loss per common share	$	(1.01	)	$	(0.24	)	$	(1.49	)	$	(0.47	)
Cash dividends declared per common share	$	-		$	-		$	-		$	-

See accompanying notes to consolidated financial statements.

Patapsco Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands)

	For Three Months Ended						For ~~Six~~Nine Months Ended
	December 31,						December 31,
	March 31,						March 31,
	2011			2010			2011			2010
	2012			2011			2012			2011
Net loss	$	(~~986~~1,894	)	$	(~~348~~377	)	$	(~~761~~2,655	)	$	(~~241~~618	)
Other comprehensive loss:
Other comprehensive loss: Reclassification adjustments for gains realized in net loss, net of income taxes of $0, $(37),
Reclassification adjustments for gains realized in income		-			-			(73	)		(67	)
$0 and $(63), respectively		-			(57	)		(73	)		(98	)
Unrealized net holding loss on securities available for sale		(225	)		(267	)		(168	)		(300	)
Unrealized net holding loss on securities available for sale, net of income taxes of $0,
Subtotal		(1,211	)		(615	)		(1,002	)		(608	)
$(21), $0 and $(140), respectively		221			(33	)		27			(214	)
Tax effect		-			(105	)		-			(145	)
Total other comprehensive income (loss)		221			(90	)		(46	)		(312	)
Comprehensive loss	$	(1,211	)	$	(510	)	$	(1,002	)	$	(463	)
Total comprehensive loss	$	(1,673	)	$	(467	)	$	(2,701	)	$	(930	)

See accompanying notes to consolidated financial statements.

Patapsco Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)	For the ~~Six~~Nine Months Ended
	December 31,
	March 31,
	2011			2010
	2012			2011
Cash flows from operating activities:
Net loss	$	(~~761~~2,655	)	$	(~~241~~618	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to
Amortization of premiums and discounts, net		154			124
net cash provided by operating activities:
Gain on sale of securities available for sale		(73	)		(67	)
Amortization of premiums and discounts, net		220			199
Amortization of deferred loan origination fees, net of costs		-			2
Gain on sale of securities available for sale		(73	)		(161	)
Provision for loan losses		1,596			1,298
Amortization of deferred loan origination fees, net of costs		(1	)		-
Decrease in value of real estate acquired through foreclosure		167			-
Provision for loan losses		3,964			2,298
Gain on sale of real estate acquired through foreclosure		(12	)		(10	)
Provision for loss on sale of real estate acquired through foreclosure		37			-
Depreciation		127			137
Net gain on sale of real estate acquired through foreclosure		(64	)		(10	)
Amortization of core deposit intangible		26			26
Decrease in value of real estate acquired through foreclosure		-			167
Increase in cash surrender value of bank owned life insurance		(33	)		(33	)
Depreciation		191			206
Loss on sale of other assets		-			22
Amortization of core deposit intangible		39			39
Decrease in accrued interest receivable and other assets		1,110			1,153
Increase in cash surrender value of bank owned life insurance		(59	)		(49	)
Non-cash compensation under stock-based benefit plan		5			3
(Gain) loss on sale of other assets		(2	)		22
Increase/(decrease) in accrued expenses and other liabilities		(214	)		258
Decrease in accrued interest receivable and other assets		1,313			831
Net cash provided by operating activities		2,092			2,672
Non-cash compensation under stock-based benefit plan		14			4
Decrease in accrued expenses and other liabilities		(181	)		(131	)
Net cash provided by operating activities		2,743			2,797
Cash flows from investing activities:
Proceeds from maturity of securities available for sale and principal repayments on mortgage-backed securities		12,782			15,989
Proceeds from maturity of securities available for sale and
Purchases of securities available for sale		(18,982	)		(29,017	)
principal repayments on mortgage-backed securities		22,085			21,727
Proceeds from sale of securities available for sale		3,343			1,526
Purchases of securities available for sale		(25,560	)		(37,662	)
Loan principal repayments, net of disbursements		551			2,937
Proceeds from sale of securities available for sale		3,343			2,877
Proceeds from sale of real estate acquired through foreclosure		102			1,279
Net (increase) decrease in loans receivable		(546	)		5,337
Net change in investments required by law		463			194
Proceeds from sale of real estate acquired through foreclosure		811			1,263
Purchases of property and equipment		(23	)		(70	)
Net change in investments required by law		463			185
Net cash used in investing activities		(1,764	)		(7,162	)
Purchases of property and equipment		(62	)		(71	)
Net cash provided by/(used in) investing activities		534			(6,344	)
Cash flows from financing activities:
Net increase/(decrease) in deposits		(5,366	)		9,770
Net (decrease)/increase in deposits		(3,640	)		6,701
Decrease in advance payments by borrowers		(~~936~~342	)		(~~1,082~~460	)
Repayments on long-term borrowings		(3,000	)		(5,100	)
Net cash provided by/(used in) financing activities		(9,302	)		3,588
Net cash (used in)/provided by financing activities		(6,982	)		1,141
Net decrease in cash and cash equivalents		(83,~~974~~705	)		(~~902~~2,406	)
Cash and cash equivalents at beginning of period		28,469			28,043
Cash and cash equivalents at end of period	$	1924,~~495~~764		$	2725,~~141~~637
Supplemental cash flow information:
Interest paid on deposits and borrowed funds	$	12,~~533~~324		$	23,~~238~~108
Income taxes paid		-			-
Loans transferred to real estate acquired through foreclosure, net		~~998~~1,298		$	265

See accompanying notes to consolidated financial statements.

Patapsco Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Principles of Consolidation

The consolidated financial statements include the accounts of Patapsco Bancorp, Inc. (the “Company" or “Patapsco Bancorp”) and its wholly owned subsidiary, The Patapsco Bank (the “Bank"), the Bank’s wholly owned subsidiaries Prime Business Leasing, PFSL Holding Corp. and Patapsco Financial Services, Inc. All inter-company accounts and transactions have been eliminated in the accompanying consolidated financial statements.

Note 2: The Patapsco Bank

The Bank, the primary operating unit of the Company, is regulated by The Federal Reserve Bank of Richmond (the “Federal Reserve Bank") and The State of Maryland. The primary business of the Bank is to attract deposits from individual and corporate customers and to originate residential and commercial mortgage loans, consumer loans and commercial business loans. The Bank competes with other financial and mortgage institutions in attracting and retaining deposits and originating loans.

Note 3: Basis of Presentation and Summary of Significant Accounting Policies

The accompanying consolidated statement of of financial condition at June 30, 2011, which has been derived from audited consolidated financial statements, and the unaudited interim consolidated financial statements have been prepared in accordance with instructions for Form 10-Q and therefore, do not include all disclosures necessary for a complete presentation of the financial statements in conformity with ~~Accounting~~accounting ~~Principles~~principles ~~Generally~~generally ~~Accepted~~accepted in the United States of America (“GAAP”). However, all adjustments that are, in the opinion of management, necessary for the fair presentation of the interim consolidated financial statements have been included. Such adjustments were of a normal recurring nature. The results of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012 are not necessarily indicative of the results that may be expected for the entire year. For additional information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual report on Form 10-K for the fiscal year ended June 30, 2011.

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay off are stated at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Consumer loans are generally charged off after they become more than 90 days past due. All other loans are charged off when management concludes that they are uncollectible.

The Company accounts for loans in accordance with ASC 310, “Receivables,” when due to a deterioration in a borrower’s financial position, the Company grants concessions that would not otherwise be considered. Interest income is recognized on these loans using the accrual method of accounting, provided they are performing in accordance with their restructured terms and are considered collectible.

Allowance for Loan Losses

The allowance for loan losses (“allowance”) ~~consists~~ ~~of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance~~ represents an amount that, in the judgment of management, will be adequate to absorb probable losses on outstanding loans and leases that may become uncollectible. The allowance represents an estimate made based upon two principles of accounting: (1) ASC Topic 450 “Contingencies”, that requires losses to be accrued when their occurrence is probable and estimable, and (2) ASC Topic 310, “Receivables,” that requires losses be accrued when it is probable that the lender will not collect all principal and interest due under the original terms of the loan. The adequacy of the allowance is determined through careful evaluation of the loan portfolio. This determination is inherently subjective and requires significant estimates, including estimated losses on pools of homogeneous loans based on historical loss experience and consideration of the current economic environment and other qualitative factors that may be subject to change. Loans and leases deemed uncollectible are charged against the allowance and recoveries of previously charged-off amounts are credited to it. The level of the allowance is adjusted through the provision for loan losses that is recorded as a current period expense. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated statement of financial condition. The amount of the reserve for unfunded lending commitments is not material to the consolidated financial statements.

The methodology for assessing the appropriateness of the allowance includes a specific allowance, a formula allowance and a nonspecific allowance. The specific allowance is for risk rated credits on an individual basis. The formula allowance reflects historical losses by credit category. The nonspecific allowance captures losses whose impact on the portfolio have occurred but have yet to be recognized in either the specific allowance or the formula allowance. The factors used in determining the nonspecific allowance include trends in delinquencies, trends in volumes and terms of loans, the size of loans relative to the allowance, concentration of credits, the quality of the risk identification system and credit administration and local and national economic trends. These factors are applied to each segment of the loan portfolio and consider the characteristics contained thereof. In response to comments received by our regulators during the most recent examination the Company has integrated the nonspecific portion of the allowance for loan losses into each individual loan category. If circumstances differ materially from the assumptions used in determining the allowance, future adjustments to the allowance may be necessary and results of operations could be affected. Because events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases to the allowance will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. The change in methodology did not have a material impact on the allowance for loan losses.7

The methodology for assessing the appropriateness of the allowance includes a specific allowance, a formula allowance and a nonspecific allowance. The specific allowance is for risk rated credits on an individual basis. The formula allowance reflects historical losses by credit category. The nonspecific allowance captures losses whose impact on the portfolio have occurred but have yet to be recognized in either the specific allowance or the formula allowance. The factors used in determining the nonspecific allowance include trends in delinquencies, trends in volumes and terms of loans, the size of loans relative to the allowance, concentration of credits, the quality of the risk identification system and credit administration and local and national economic trends. These factors are applied to each segment of the loan portfolio and consider the characteristics contained thereof. If circumstances differ materially from the assumptions used in determining the allowance, future adjustments to the allowance may be necessary and results of operations could be affected. Because events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases to the allowance will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above.

Commercial Lending - The Company originates commercial loans primarily to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes which include short-term loans, lines of credit to finance machinery and equipment purchases, inventory, and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and may be renewed annually.

Commercial loans are generally secured with short-tem assets. However, in many cases additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum values have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, collateral appraisals, collateral brokers price opinions (“BPO’s”), etc.

In underwriting commercial loans, an analysis of the borrower’s character, capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as an evaluation of conditions affecting the borrower is performed. Analysis of the borrower’s past, present, and future cash flows is also an important aspect of the Company’s analysis.

Commercial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.

Commercial Real Estate Lending - The Company engages in commercial real estate lending in its primary market area and surrounding areas. The Company’s commercial real estate loan portfolio is secured primarily by commercial retail space, office buildings, and hotels. Generally, commercial real estate loans have terms that do not exceed 20 years, have loan-to-value ratios of up to 80% of the appraised value of the property, and are typically secured by personal guarantees of the borrowers.

In underwriting these loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Commercial real estate loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.

Commercial Real Estate Construction Lending - The Company engages in commercial real estate construction lending in its primary market area and surrounding areas. The Company’s commercial real estate construction lending consists of commercial and residential site development loans as well as commercial building construction and residential housing construction loans.

The Company’s commercial real estate construction loans are generally secured with the subject property. Terms of construction loans depend on the specifics of the project, such as: estimated absorption rates, estimated time to complete, etc.

In underwriting commercial real estate construction loans, the Company performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers.

Commercial real estate construction loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions.

Residential Lending - One-to-four family residential loan originations are generated by the Company’s marketing efforts, its present customers, walk-in customers, and referrals. These loans originate primarily within the Company’s market area or with customers primarily from the market area.

The Company offers fixed-rate and adjustable-rate mortgage loans with terms up to a maximum of 30 years for both permanent structures and those under construction. The Company’s one-to-four-family residential originations are secured primarily by properties located in its primary market area and surrounding areas. The majority of the Company’s residential loans originate with a loan-to-value of 80% or less. Loans in excess of 80% are required to have private mortgage insurance.

In underwriting one-to-four family residential loans, the Company evaluates both the borrower’s ability to make monthly payments and the value of the property securing the loan. Properties securing residential loans made by the Company are appraised by independent fee appraisers. The Company generally requires borrowers to obtain an attorney’s title opinion or title insurance, as well as fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. The Company has not engaged in subprime residential originations.

Consumer Lending - The Company offers a variety of secured and unsecured consumer loans, including home equity lines of credit, home equity loans, and loans secured by savings deposits primarily within the Company’s market area or with customers primarily from the market area.

Home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of 90% and a maximum term of 20 years.

In underwriting home equity lines of credit, a thorough analysis of the borrower’s willingness and financial ability to repay the loan as agreed is performed. The ability to repay is determined by the borrower’s employment history, current financial conditions, and credit background. The analysis is based primarily on the customer’s ability to repay and secondarily on the collateral or security.

Home equity lines of credit and consumer loans secured by savings deposits generally present a lower level of risk than other types of consumer loans because they are secured by the borrower’s primary residence or deposit accounts held at the Company, respectively.

A loan is determined to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. A loan is not considered impaired during a period of insignificant delay in payment if the Company expects to collect all amounts due, including past-due interest. The Company generally considers a period of insignificant delay in payment to include delinquency up to and including 90 days. Impairment is measured through a comparison of the loan’s carrying amount to the present value of its expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller-balance homogeneous loans are evaluated collectively for impairment. Accordingly, the Company does not separately identify individual residential first and second mortgage loans and consumer installment loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

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

Impaired loans are therefore generally comprised of commercial mortgage, real estate development, and certain restructured residential loans. In addition, impaired loans are generally loans which management has placed in nonaccrual status since loans are placed in nonaccrual status on the earlier of the date that management determines that the collection of principal and/or interest is in doubt or the date that principal or interest is 90 days or more past-due. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis. The Company’s policy for recognizing interest income on impaired loans does not differ from its overall policy for interest recognition.

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

In addition, federal regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.

Note 4: Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events,” management has evaluated potential subsequent events through the date the consolidated financial statements were issued for potential recognition or disclosure in the consolidated financial statements.

Note 5: Recent Accounting Pronouncements

~~ASU~~There ~~2011-08~~were ~~Testing~~no ~~Goodwill~~new ~~for~~accounting ~~Impairment~~pronouncements affecting the Company during the period that were not previously disclosed.

In September, 2011, the FASB issued Accounting Standards Update (ASU) 2011-08, “Testing Goodwill for Impairment.” The purpose of this ASU is to simplify how entities test goodwill for impairment by adding a new first step to the preexisting goodwill impairment test under ASC Topic 350, “Intangibles – Goodwill and other.” This amendment gives the entity the option to first assess a variety of qualitative factors such as economic conditions, cash flows, and competition to determine whether it was more likely than not that the fair value of goodwill has fallen below its carrying value. If the entity determines that it is not likely that the fair value has fallen below its carrying value, then the entity will not have to complete the original two-step test under Topic 350. The amendments in this ASU are effective for impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. Adoption of this guidance will not have a material impact on the Company’s consolidated financial condition or results of operations.

Accounting Standards Update 2011-05: Comprehensive Income (Topic 220) - Presentation of Comprehensive Income

The provisions of this Accounting Standards Update (ASU) amend ASC Topic 220, “Comprehensive Income,” to facilitate the continued alignment of U.S. Generally Accepted Accounting Principles (GAAP) with International Accounting Standards. The ASU prohibits the presentation of the components of comprehensive income in the statement of stockholder’s equity. Reporting entities are allowed to present either: a statement of comprehensive income, which reports both net income and other comprehensive income; or separate, but consecutive, statements of net income and other comprehensive income. Under previous GAAP, all 3 presentations were acceptable. Regardless of the presentation selected, the reporting entity is required to present all reclassifications between other comprehensive and net income on the face of the new statement or statements.

The provisions of this ASU are effective for fiscal years and interim periods beginning after December 15, 2011 for public entities. For nonpublic entities, the provisions are effective for fiscal years ending after December 15, 2012, and for interim and annual periods thereafter. As the two remaining options for presentation existed prior to the issuance of this ASU, early adoption is permitted. Adoption of this guidance will not have a material impact on the Company’s consolidated financial condition or results of operations.

In December, 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update 2011-05.” In response to stakeholder concerns regarding the operational ramifications of the presentation of these reclassifications for current and previous years, the FASB has deferred the implementation date of this provision to allow time for further consideration. The requirement in ASU 2011-05, “Presentation of Comprehensive Income,” for the presentation of a combined statement of comprehensive income or separate, but consecutive, statements of net income and other comprehensive income is still effective for fiscal years and interim periods beginning after December 15, 2011 for public companies, and fiscal years ending after December 15, 2011 for nonpublic companies. Adoption of this guidance will not have a material impact on the Company’s consolidated financial condition or results of operations.

Accounting Standards Update 2011-04: Fair Value Measurements (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs

This ASU amends ASC Topic 820, “Fair Value Measurements”, to bring U.S. GAAP for fair value measurements in line with International Accounting Standards. The ASU clarifies existing guidance for items such as: the application of the highest and best use concept to non-financial assets and liabilities; the application of fair value measurement to financial instruments classified in a reporting entity’s stockholder’s equity; and disclosure requirements regarding quantitative information about unobservable inputs used in the fair value measurements of level 3 assets. The ASU also creates an exception to Topic 820 for entities which carry financial instruments within a portfolio or group, under which the entity is now permitted to base the price used for fair valuation upon a price that would be received to sell the net asset position or transfer a net liability position in an orderly transaction. The ASU also allows for the application of premiums and discounts in a fair value measurement if the financial instrument is categorized in level 2 or 3 of the fair value hierarchy. Lastly, the ASU contains new disclosure requirements regarding fair value amounts categorized as level 3 in the fair value hierarchy such as: disclosure of the valuation process used; effects of and relationships between unobservable inputs; usage of nonfinancial assets for purposes other than their highest and best use when that is the basis of the disclosed fair value; and categorization by level of items disclosed at fair value, but not measured at fair value for financial statement purposes.

For public entities, this ASU is effective for interim and annual periods beginning after December 15, 2011. For nonpublic entities, the ASU is effective for annual periods beginning after December 15, 2011. Early adoption is not permitted. Adoption of this guidance will not have a material impact on the Company’s consolidated financial condition or results of operations.

Accounting Standards Update 2011-03: Transfers and Servicing (Topic 860) - Reconsideration of Effective Control for Repurchase Agreements

The ASU was issued to clarify the accounting principles applied to repurchase agreements, as set forth by FASB ASC Topic 860, “Transfers and Servicing.” This ASU, entitled “Reconsideration of Effective Control for Repurchase Agreements,” amends one of three criteria used to determine whether or not a transfer of assets may be treated as a sale by the transferor. Under Topic 860, the transferor may not maintain effective control over the transferred assets in order to qualify as a sale. This ASU eliminates the criteria under which the transferor must retain collateral sufficient to repurchase or redeem the collateral on substantially agreed upon terms as a method of maintaining effective control.

This ASU is effective for both public and nonpublic entities for interim and annual reporting periods beginning on or after December 15, 2011, and requires prospective application to transactions or modifications of transactions which occur on or after the effective date. Early adoption is not permitted. Adoption of this guidance will not have a material impact on the Company’s consolidated financial condition or results of operations.

Note 6: Securities Available for Sale

Securities available for sale are summarized as follows as of:

December 31, 2011

March 31, 2012

~~Amortized~~

Amortized

~~Unrealized~~

Unrealized

~~Unrealized~~

Unrealized

~~Fair~~

Fair

(In thousands)

~~Cost~~

Cost

~~Gains~~

Gains

~~Losses~~

Losses

~~Value~~

Value

Corporate bonds

45,~~911~~752

586

~~(352~~266

)

45,~~564~~572

U.S. Government agencies

92,~~001~~000

92,~~010~~001

Mortgage-backed securities, residential

78,~~580~~865

~~102~~98

(10)

~~(35~~

)

78,~~647~~953

Collateralized mortgage obligations, agencies

2123,~~041~~117

~~166~~198

(9788

)

2123,~~110~~227

4239,~~533~~734

~~282~~383

~~(484~~364

)

4239,~~331~~753

	June 30, 2011
	~~Amortized~~	Amortized	~~Unrealized~~	Unrealized		~~Unrealized~~	Unrealized		~~Fair~~	Fair
(In thousands)	~~Cost~~	Cost	~~Gains~~	Gains		~~Losses~~	Losses		~~Value~~	Value
Corporate bonds	$	3,000	$	-		($	(45	)	$	2,955
U.S. Government agencies		12,530		10	(20)		~~(20~~	)		12,520
Mortgage-backed securities, residential		4,020		78			-			4,098
Collateralized mortgage obligations, agencies		20,199		107			(65	)		20,241
	$	39,749	$	195		($	(130	)	$	39,814

~~The scheduled maturities of securities available for sale at December 31, 2011 are as follows:~~10

(In thousands)	Amortized Cost		Fair Value
Due in less than one year	$	-	$	-
Due in one to five years		5,912		5,909
Due after five through ten years		3,000		2,658
Due after ten years		5,000		5,007
Mortgage-backed securities, residential		7,580		7,647
Collateralized mortgage obligations, agencies		21,041		21,110
	$	42,533	$	42,331

The scheduled maturities of securities available for sale at March 31, 2012 are as follows:

(In thousands)	Amortized Cost		Fair Value
Due in less than one year	$	-	$	-
Due in one to five years		2,752		2,836
Due after five through ten years		3,000		2,736
Due after ten years		2,000		2,001
Mortgage-backed securities, residential		8,865		8,953
Collateralized mortgage obligations, agencies		23,117		23,227
	$	39,734	$	39,753

The following table shows the Company’s securities available for sales’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at:

	December 31, 2011
	March 31, 2012
	Less than 12 Months					12 Months or More					Total
(In thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate bonds	$	~~1,858~~897	$	(~~148~~103	)	$	~~796~~837	$	(~~204~~163	)	$	21,~~654~~734	$	(~~352~~266	)
Mortgage-backed securities		3,~~532~~509		(3510	)		-		-			3,~~532~~509		(3510	)
Collateralized mortgage obligations, agencies		3,694		(43	)		2,340		(54	)		6,034		(97	)
Collateralized mortgage
Total Temporarily Impaired Securities	$	9,084	$	(226	)	$	3,136	$	(258	)	$	12,220	$	(484	)
obligations, agencies		6,360		(51	)		1,726		(37	)		8,086		(88	)
Total Temporarily Impaired Securities	$	10,766	$	(164	)	$	2,563	$	(200	)	$	13,329	$	(364	)

	June 30, 2011
	Less than 12 Months					12 Months or More				Total
(In thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Corporate bonds	$	1,954	$	(45	)	$	-	$	-	$	1,954	$	(45	)
U.S. Government agencies		4,480		(20	)		-		-		4,480		(20	)
Collateralized mortgage
obligations, agencies		5,956		(65	)		-		-		5,956		(65	)
Total Temporarily Impaired Securities	$	12,390	$	(130	)	$	-	$	-	$	12,390	$	(130	)

All mortgage-backed securities and collateralized mortgage obligations in the portfolio were comprised of securities issued by U.S. Government agencies.

At ~~December~~March 31, ~~2011~~2012, the Company had fourteen securities in an unrealized loss position. Unrealized losses detailed above relate to ~~eight~~ten collateralized mortgage obligations, two mortgage-backed securities, ~~one U.S. Government Agency security,~~ and ~~three~~two corporate bonds. The declines in fair value are considered temporary and are primarily due to interest rate fluctuations. The Company does not have the intent to sell these securities, and it is more likely than not , that it will not be required to sell the securities prior to their recovery. All of the individual unrealized losses are less than two percent of stockholders’ equity.

The carrying amount of investment securities required by law, which includes Federal Reserve Bank and Federal Home Loan Bank stocks totals $1.8 million and $2.3 million at ~~December~~March 31, ~~2011~~2012 and June 30, 2011, respectively, and such securities are considered restricted as to marketability. Management ~~evaluates~~ evaluates the Company’s restricted stock for impairment in accordance with ASC Topic 350, “Accounting by Certain Entities (Including With Trade Receivables) That Lend to or Finance The Activities of Others.” Management’s determination of whether this investment is impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing ~~temporary~~ temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the issuer as compared to the capital stock amount for the issuer and the length of time this situation has persisted, (2) commitments by the issuer to make payments required by law or regulation and the level of such payments in relation to the operating performance of the issuer, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuer. The Company has concluded that the investment securities required by law are not impaired as of ~~December~~March 31, ~~2011~~2012.

Securities, issued by agencies of the federal government, with a carrying value of $4.5 million and $5.7 million on December 31, 2011 and June 30, 2011, respectively, were pledged to secure the Company’s federal funds accommodation. Securities, issued by agencies of the federal government, with a carrying value of $21.2 million on December 31, 2011 were pledged to secure the Company’s borrowing capacity at the Federal Reserve’s discount window.11

~~During~~Securities, issued by agencies of the ~~three~~federal government, ~~months~~with ~~ended~~a ~~December~~carrying value of $4.2 million and $5.7 million on March 31, ~~2011~~ 2012 and ~~2010~~June 30, ~~there~~2011, respectively, were nopledged to ~~securities~~secure ~~sold~~the Company’s federal funds accommodation. ~~During~~Securities, ~~the~~issued ~~six~~by ~~months~~agencies ~~ended~~of ~~December~~the 31federal government, ~~2011~~with ~~and~~a ~~2010,~~carrying value of $316.37 million and $119.53 million in ~~securities~~on ~~were~~March ~~sold~~31, at2012 aand ~~gross~~June ~~gain of $73~~30,~~000~~ ~~and $67~~2011,~~000,~~ respectively, ~~using~~were pledged to secure the ~~specific~~Company’s borrowing ~~identification~~capacity ~~method~~at the Federal Reserve’s discount window.

13During the three months ended March 31, 2011, $1.4 million in securities were sold at a gross gain of $94,000 using the specific identification method and there were no sales during the three month period ending March 31, 2012. During the nine months ended March 31, 2012 and 2011, $3.3 million and $2.9 million in securities were sold at a gross gain of $73,000 and $161,000, respectively, using the specific identification method.

Note 7: Loans and Related Allowance for Loan Losses

The following tables summarize the activity by segment of the allowance for loan losses, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment for the three and ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012 and as of ~~December~~March 31, ~~2011~~2012 and June 30, 2011.

				Commercial
(in thousands)	Commercial			Real Estate			Construction			Residential			Consumer			Total
Allowance for credit losses
Beginning balance, October 1, 2011	$	1,666		$	1,596		$	350		$	142		$	341		$	4,095
Beginning balance, January 1, 2012	$	2,042		$	1,785		$	732		$	105		$	255		$	4,919
Provisions		~~618~~820			~~189~~1,018			~~553~~541	(9)		~~(37~~	)		(502	)		12,~~273~~368
Charge-offs		(~~261~~1,542	)		-(1,143	)		(~~171~~703	)		-			(5233	)		(~~484~~3,421	)
Recoveries		1932			-			-			-			1620			3552
Ending balance, December 31, 2011	$	2,042		$	1,785		$	732		$	105		$	255		$	4,919
Ending balance, March 31, 2012	$	1,352		$	1,660		$	570		$	96		$	240		$	3,918
Beginning balance, July 1, 2011	$	1,512		$	1,835		$	368		$	114		$	365		$	4,194
Provisions		1,~~009~~830			961,114			~~535~~1,077			10-			(5457	)		13,~~596~~964
Charge-offs		(~~502~~2,044	)		(~~146~~1,289	)		(~~171~~875	)(18)		~~(19~~	)		(86119	)		(~~924~~4,345	)
Recoveries		2354			-			-			-			3051			53105
Ending balance, December 31, 2011	$	2,042		$	1,785		$	732		$	105		$	255		$	4,919
Ending balance, March 31, 2012	$	1,352		$	1,660		$	570		$	96		$	240		$	3,918
Ending balance: individually evaluated for impairment	$	1,360		$	847		$	319		$	-		$	-		$	2,526
Ending balance: individually
Ending balance: collectively evaluated for impairment	$	682		$	938		$	413		$	105		$	255		$	2,393
evaluated for impairment	$	-		$	-		$	-		$	-		$	-		$	-
Ending balance: collectively
evaluated for impairment	$	1,352		$	1,660		$	570		$	96		$	240		$	3,918

(in thousands)			Commercial
As of December 31, 2011	Commercial		Real Estate		Construction		Residential		Consumer		Total
As of March 31, 2012	Commercial		Real Estate		Construction		Residential		Consumer		Total
Loans receivable:
Ending balance	$	4947,~~851~~805	$	50,~~689~~941	$	1110,~~834~~186	$	6062,~~340~~028	$	1110,~~623~~813	$	~~184~~181,~~337~~773
Ending balance: individually evaluated for impairment	$	5,231	$	4,706	$	3,326	$	101	$	-	$	13,364
Ending balance: individually
Ending balance: collectively evaluated for impairment	$	44,620	$	45,983	$	8,508	$	60,239	$	11,623	$	170,973
evaluated for impairment	$	3,385	$	3,094	$	2,362	$	-	$	-	$	8,841
Ending balance: collectively
evaluated for impairment	$	44,420	$	47,847	$	7,824	$	62,028	$	10,813	$	172,932

(in thousands)				Commercial
As of June 30, 2011		Commercial		Real Estate		Construction		Residential		Consumer		Total
Allowance for credit losses:
Ending balance	$	1,512	$	1,835	$	368	$	114	$	365	$	4,194
Ending balance: individually
evaluated for impairment	$	924	$	271	$	-	$	-	$	-	$	1,195
Ending balance: collectively
evaluated for impairment	$	588	$	1,564	$	368	$	114	$	365	$	2,999

(in thousands)				Commercial
As of June 30, 2011		Commercial		Real Estate		Construction		Residential		Consumer		Total
Loans receivable:
Ending balance	$	53,422	$	52,367	$	12,281	$	56,068	$	12,626	$	186,764
Ending balance: individually
evaluated for impairment	$	4,064	$	3,786	$	1,335	$	615	$	-	$	9,800
Ending balance: collectively
evaluated for impairment	$	49,358	$	48,581	$	10,946	$	55,453	$	12,626	$	176,964

14The following table sets forth information with respect to the Company’s impaired loans by portfolio class as of March 31, 2012 and June 30, 2011:

The following table sets forth information with respect to the Company’s impaired loans by portfolio class as of December 31, 2011 and June 30, 2011:

	March 31, 2012						June 30, 2011
(in thousands)	Recorded		Unpaid Principal		Related		Recorded		Unpaid Principal		Related
	Investment		Balance.		Allowance		Investment		Balance.		Allowance
Impaired loans with no related allowance recorded:
Commercial	$	3,385	$	5,277	$	-	$	433	$	440	$	-
Commercial real estate		3,094		4,237		-		2,239		2,702		-
Construction		2,362		3,082		-		1,335		1,681		-
Residential		-		-		-		615		615		-

Impaired loans with an allowance recorded:
Commercial	$	-	$	-	$	-	$	3,631	$	3,731	$	924
Commercial real estate		-		-		-		1,547		1,547		271
Total impaired loans:
Commercial	$	3,385	$	5,277	$	-	$	4,064	$	4,171	$	924
Commercial real estate		3,094		4,237		-		3,786		4,249		271
Construction		2,362		3,082		-		1,335		1,681		-
Residential		-		-		-		615		615		-

	December 31, 2011						June 30, 2011
(in thousands)	Recorded		Unpaid Principal		Related		Recorded		Unpaid Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Impaired loans with no related allowance recorded:
Commercial	$	930	$	949	$	-	$	433	$	440	$	-
Commercial real estate		1,112		1,112		-		2,239		2,702		-
Construction		1,195		1,713		-		1,335		1,681		-
Residential		101		101		-		615		615		-
Impaired loans with an allowance recorded:
Commercial	$	4,301	$	4,766	$	1,360	$	3,631	$	3,731	$	924
Commercial real estate		3,594		3,594		847		1,547		1,547		271
Construction		2,131		2,131		319		-		-		-
Total impaired loans:
Commercial	$	5,231	$	5,715	$	1,360	$	4,064	$	4,171	$	924
Commercial real estate		4,706		4,706		847		3,786		4,249		271
Construction		3,326		3,844		319		1,335		1,681		-
Residential		101		101		-		615		615		-

Average recorded investment of impaired ~~loans~~ loans and related interest income recognized for the three and ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012 are summarized as follows:

	3 Months Ended December 31, 2011						6 Months Ended December 31, 2011
	3 Months Ended March 31, 2012						9 Months Ended March 31, 2012
(in thousands)	Average Recorded		Interest Income		Cash Basis Interest		Average Recorded		Interest Income		Cash Basis Interest
	~~Investment~~	Investment	~~Recorded~~	Recorded	~~Income~~	Income	~~Investment~~	Investment	~~Recorded~~	Recorded	~~Income~~	Income
Impaired loans with no related allowance recorded:
Commercial	$	~~620~~2,171	$	136	$	136	$	~~557~~1,551	$	1824	$	1824
Commercial real estate		2,~~590~~103		65		65		32,~~197~~759		1621		1621
Construction		1,~~496~~787		1-		1-		1,~~443~~791		1		1
Residential		~~122~~51		-		-		~~286~~81		-		-
Impaired loans with an allowance recorded:
Commercial	$	32,~~632~~151	$	-	$	-	$	32,~~632~~421	$	-	$	-
Commercial real estate		31,~~115~~797		-		-		2,~~592~~076		-		-
Construction		1,066		-		-		710		-		-
Residential		-		-		-		-		-		-
Total impaired loans:
Commercial	$	4,~~252~~322	$	136	$	136	$	43,~~189~~972	$	1824	$	1824
Commercial real estate		53,~~705~~900		65		65		54,~~789~~835		1621		1621
Construction		2,~~562~~853		1-		1-		2,~~153~~501		1		1
Residential		~~122~~51		-		-		~~286~~81		-		-

Management uses an eight point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first four categories are considered not criticized, and are aggregated as “Pass” rated. Risks Ratings One through Three are deemed “acceptable”. Four rated credits require a quarterly review, because potential weakness in some form may exist. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, may be on non-accrual, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Loans greater than 90 days past due are considered Substandard. Loans in the Doubtful category are on non-accrual and have a definite loss of an undetermined amount. The portion of any loan that represents a specific allocation of the allowance for loan losses is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Company has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as a delinquency, bankruptcy, repossession or death occurs to raise awareness of a possible credit event. The Company’s Commercial Loan Officers are responsible for timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Commercial Business Loans, Commercial Real Estate Loans, Construction Loans, Residential Mortgage Loans and Consumer Loans that are greater than 30 days past due are individually reviewed on a monthly basis and reported to the Board of Directors. In addition, all Commercial Business, Commercial Real Estate, Construction Loans, Residential and Consumer Loans rated Four through Eight are evaluated with a detailed review, including plans for resolution, and presented to the Watch Committee quarterly. Loans in the Special Mention, Substandard and Doubtful categories are evaluated for impairment and are given separate consideration in the determination of the allowance. The Company engages an external consultant to conduct loan reviews every twelve to eighteen months. Generally, the external consultant randomly reviews relationships within the Commercial Business and Commercial Real Estate portfolios with an emphasis on loans over $500,000, concentrations, criticized assets, non-performing and Regulation O Loans.

1614

The following table sets forth information ~~with~~ with respect to the Company’s credit quality indicators as of ~~December~~March 31, ~~2011~~2012 and June 30, 2011.

(in thousands)

Commercial Credit Exposure Credit Risk Profile by Internally Assigned Grade

Credit Risk Profile by

		Commercial				Commercial Real Estate				Construction				Residential
		March 31,		June 30,		March 31,		June 30,		March 31,		June 30,		March 31,		June 30,
		2012		2011		2012		2011		2012		2011		2012		2011
Pass	$	32,406	$	43,887	$	41,887	$	40,960	$	5,289	$	7,556	$	61,144	$	55,297
Special Mention		8,666		1,459		2,736		1,212		2,535		2,826		52		56
Substandard		6,591		7,031		5,392		9,067		2,362		1,899		832		715
Doubtful		142		1,045		926		1,128		-		-		-		-
Total	$	47,805	$	53,422	$	50,941	$	52,367	$	10,186	$	12,281	$	62,028	$	56,068

Consumer Credit Exposure Credit Risk Profile by Internally Assigned Grade

	Commercial				Commercial Real Estate				Construction				Residential
	Consumer
	December 31,		June 30,		December 31,		June 30,		December 31,		June 30,		December 31,		June 30,
	March 31,		June 30,
	2011		2011		2011		2011		2011		2011		2011		2011
	2012		2011
Pass	$	40,254	$	43,887	$	40,573	$	40,960	$	5,998	$	7,556	$	59,445	$	55,297
Performing	$	10,787	$	12,586
Special Mention		3,829		1,459		-		1,212		2,510		2,826		57		56
Nonperforming		26		40
Substandard		4,402		7,031		7,592		9,067		3,007		1,899		838		715
Total	$	10,813	$	12,626
Doubtful		1,366		1,045		2,524		1,128		319		-		-		-
Total	$	49,851	$	53,422	$	50,689	$	52,367	$	11,834	$	12,281	$	60,340	$	56,068

~~Consumer Credit Exposure~~15

~~Credit~~Management ~~Risk~~further ~~Profile~~monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of March 31, 2012 and June 30, 2011:

Internally Assigned Grade

	March 31, 2012
(in thousands)						Greater Than
		30-59		60-89		90 Days		Total				Non-
		Days		Days		and Still		Past				Accrual		Total
		Past Due		Past Due		Accruing		Due		Current		Loans		Loans
Commercial	$	99	$	484	$	-	$	583	$	43,793	$	3,429	$	47,805
Commercial real estate		1,537		-		-		1,537		46,063		3,341		50,941
Construction		-		-		-		-		7,824		2,362		10,186
Residential		173		-		-		173		61,855		-		62,028
Consumer		215		14		-		229		10,558		26		10,813
Total	$	2,024	$	498	$	-	$	2,522	$	170,093	$	9,158	$	181,773

	Consumer
	June 30, 2011 .
	December 31,		June 30,
(in thousands)					Greater Than
	2011		2011
		30-59		60-89		90 Days		Total				Non-
Performing	$	11,598	$	12,586
		Days		Days		and Still		Past				Accrual		Total
Nonperforming		25		40
		Past Due		Past Due		Accruing		Due		Current		Loans		Loans
Total	$	11,623	$	12,626
Commercial	$	648	$	2,048	$	-	$	2,696	$	46,556	$	4,170	$	53,422
Commercial real estate		337		-		-		337		48,244		3,786		52,367
Construction		-		-		-		-		10,946		1,335		12,281
Residential		363		56		-		419		55,034		615		56,068
Consumer		165		41		-		206		12,380		40		12,626
Total	$	1,513	$	2,145	$	-	$	3,658	$	173,160	$	9,946	$	186,764

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of December 31, 2011 and June 30, 2011:

	December 31, 2011
(in thousands)					Greater Than
	30-59		60-89		90 Days		Total				Non-
	Days		Days		and Still		Past				Accrual		Total
	Past Due		Past Due		Accruing		Due		Current		Loans		Loans
Commercial	$	786	$	190	$	-	$	976	$	43,558	$	5,317	$	49,851
Commercial real estate		1,641		-				1,641		44,342		4,706		50,689
Construction		-		-		-		-		8,508		3,326		11,834
Residential		-		-		-		-		60,239		101		60,340
Consumer		62		35		-		97		11,501		25		11,623
Total	$	2,489	$	225	$	-	$	2,714	$	168,148	$	13,475	$	184,337

	June 30, 2011
(in thousands)					Greater Than
	30-59		60-89		90 Days		Total				Non-
	Days		Days		and Still		Past				Accrual		Total
	Past Due		Past Due		Accruing		Due		Current		Loans		Loans
Commercial	$	648	$	2,048	$	-	$	2,696	$	46,556	$	4,170	$	53,422
Commercial real estate		337		-		-		337		48,244		3,786		52,367
Construction		-		-		-		-		10,946		1,335		12,281
Residential		363		56		-		419		55,034		615		56,068
Consumer		165		41		-		206		12,380		40		12,626
Total	$	1,513	$	2,145	$	-	$	3,658	$	173,160	$	9,946	$	186,764

The following table summarizes information relative to troubled debt restructurings by loan portfolio class:

(in thousands)	Pre-Modification Outstanding Recorded		Post-Modification Outstanding Recorded		Recorded
	Investment		Investment		Investment
December 31, 2011:
March 31, 2012:
Commercial	$	2,681	$	2,~~654~~681	$	2,640
Commercial real estate	$	1,208	$	1,~~206~~208	$	1,193
Construction	$	1,722	$	1,~~760~~722	$	1,241

AsDuring ofthe ~~December~~first nine months ended March 31, ~~2011~~2012, ~~there~~the ~~was~~Company adid $1not restructure any loans.2 ~~million~~ A commercial land development loan ~~and~~totaling a $~~564,000~~1.2 ~~residential~~million ~~land~~that ~~development~~was ~~loan~~restructured in ~~which~~the ~~respresented~~past ~~defaulted~~twelve ~~troubled~~months ~~debt~~defaulted ~~restructures. Three~~in ~~forbearance~~the ~~agreements~~current ~~were~~period. ~~negotiated~~Restructured ~~during~~loans ~~fiscal~~are ~~year~~subject ~~2009,~~to ~~two~~periodic ~~were~~credit ~~negotiated~~reviews ~~during~~to ~~fiscal~~determine the ~~year~~necessity ~~2010~~ and ~~modified during~~adequacy ~~fiscal~~of ~~year~~a ~~2011,~~specific ~~while~~loan ~~three~~loss ~~were~~allowance ~~negotiated~~based inon ~~fiscal~~the ~~year~~collectability ~~2011,~~of ~~prior~~the torecorded ~~June~~investment ~~30,~~in ~~2011~~the restructured loan.

~~During~~As ~~the~~of ~~first~~March ~~six months ended December~~ 31, 2011, ~~the~~there ~~Company~~was ~~did~~a ~~not restructure any loans~~$1.2 million A commercial land development loan ~~totaling~~and a $~~1.2~~564,000 ~~million~~residential ~~that~~land ~~was~~development ~~restructured in~~loan ~~the~~which ~~past~~represented ~~twelve~~defaulted ~~months~~troubled debt ~~defaulted~~restructures. inThree ~~the~~forbearance ~~current~~agreements ~~period.~~were ~~Restructured~~negotiated ~~loans~~during ~~are~~fiscal ~~subject~~year to2009, ~~periodic~~two ~~credit~~were ~~reviews~~negotiated toduring ~~determine~~fiscal year ~~the~~2010 ~~necessity~~ and ~~adequacy~~modified ofduring afiscal ~~specific~~year ~~loan~~2011, ~~loss~~while ~~allowance~~three ~~based~~were onnegotiated ~~the~~in ~~collectability~~fiscal ofyear ~~the~~2011, ~~recorded~~prior ~~investment~~to inJune ~~the~~30, ~~restructured loan~~2011.

There are forbearance agreements on all loans currently classified as troubled debt restructures. The terms of these forbearance agreements vary whereby principal payments have been decreased, interest rates have been reduced, and/or the loan will be repaid as collateral is sold.

18As a result of adopting the amendments in Accounting Standards Update No. 2011-02, the Company reassessed all troubled debt restructurings that occurred on or after the beginning of the current fiscal year of July 1, 2011, for identification as troubled debt restructurings. The Company identified no loans for which the allowance for loan losses had previously been measured under a general allowance of credit losses methodology that are now considered troubled debt restructurings in accordance with Account Standards Update No. 2011-02.

As a result of adopting the amendments in Accounting Standards Update No. 2011-02, the Company reassessed all troubled debt restructurings that occurred on or after the beginning of the current fiscal year of July 1, 2011, for identification as troubled debt restructurings. The Company identified no loans for which the allowance for loan losses had previously been measured under a general allowance of credit losses methodology that are now considered troubled debt restructurings in accordance with Account Standards Updated No. 2011-02.16

Note 8: Junior Subordinated Debentures

On October 31, 2005, Patapsco Statutory Trust I (the “Trust”), a Connecticut statutory business trust and an unconsolidated wholly-owned subsidiary of the Company, issued $5 million of capital trust pass-through securities to investors. The interest rate is fixed for the first seven years at 6.465%. Thereafter, the interest rate adjusts on a quarterly basis at the rate of the three month LIBOR plus 1.48%. Patapsco Statutory Trust I purchased $5,155,000 of junior subordinated deferrable interest debentures from the Company. The debentures are the sole asset of the Trust. The terms of the junior subordinated debentures are the same as the terms of the capital securities. The Company has also fully and unconditionally guaranteed the obligations of the Trust under the capital securities. The capital securities are redeemable by the Company on or after October 31, 2010, at par. The capital securities must be redeemed upon final maturity of the subordinated debentures on December 31, 2035.

On May 6, 2010, the Company’s Board of of Directors determined to suspend interest payments on the trust preferred securities. The Company’s Board of Directors ~~took~~ took this action in consultation with the Federal Reserve Bank of Richmond as required by recent regulatory policy guidance. At March ~~December~~ 31, ~~2011~~2012, cumulative unpaid interest totaled $~~572~~661,000. This amount has been accrued in the consolidated financial statements.

Note 9: Preferred Stock

On December 19, 2008, as part of the Troubled Asset Relief Program’s (“TARP”) Capital Purchase Program, the Company entered into a Letter Agreement, and the related Securities Purchase Agreement – Standard Terms (collectively, the “Purchase Agreement”), with the United States Department of the Treasury (“Treasury”), pursuant to which the Company issued (i) 6,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation preference of $1,000 per share (“Series A preferred stock”), and (ii) a warrant for the Treasury to purchase an additional $300,000 in preferred stock (“Series B preferred stock”), for an aggregate purchase price of $6.0 million.

The Series A preferred stock qualifies as Tier 1 capital and pays cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 15, 2014, the dividend rate will increase to 9% per annum. Under the original terms of the Purchase Agreement, the Company is prohibited from redeeming the Series A preferred stock within the first three years unless it completed a qualified equity offering whereby it received aggregate gross proceeds of not less than $6.0 million. However, the provisions introduced by the American Recovery and Reinvestment Act of 2009 indicate that once the Company notifies Treasury that it would like to redeem the Series A preferred stock, the Treasury must permit the Company to do so subject to consultation with the Federal Reserve Bank of Richmond. The Company will be subject to existing supervisory procedures for approving redemption requests for capital instruments. The Federal Reserve Bank of Richmond will weigh the Company’s desire to redeem the Series A preferred stock against the contribution of Treasury capital to the Company’s overall soundness, capital adequacy and ability to lend, including confirming that the Company has a comprehensive internal capital assessment process.

On December 19, 2008, Treasury exercised all of the warrants on the Series B preferred stock at the exercise price of $0.01 per share. The Series B preferred stock qualifies as Tier 1 capital and pays cumulative dividends at a rate of 9% per annum. The Series B preferred stock may not be redeemed until all the Series A preferred stock has been redeemed.

The Series A preferred stock and Series B preferred stock were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Neither the Series A preferred stock nor the Series B preferred stock will be subject to any contractual restrictions on transfer.

On May 6, 2010, the Company’s Board of of Directors determined to suspend payment of regular quarterly cash dividends on the $6.0 million in Series A Preferred Stock ~~and~~ and $300,000 in Series B Preferred Stock. The Company’s Board of Directors took this action in consultation with the Federal Reserve Bank of Richmond as required by recent regulatory policy guidance. At ~~December~~March 31, ~~2011~~2012, cumulative unpaid dividends totaled $~~572~~654,000. This amount has not been accrued in the consolidated financial statements.

1917

Note 10: Regulatory Capital Requirements

At ~~December~~March 31, ~~2011~~2012, the Bank met each of the three minimum regulatory capital requirements. The holding company ratios do not differ significantly from the Bank’s ratios. The following table summarizes the Bank’s regulatory capital position at ~~December~~March 31, ~~2011~~2012.

											Well Capitalized Under
							For Capital					Well Capitalized Under Prompt Corrective
						For Capital					Prompt Corrective
	Actual						Adequacy Purposes					Action Provision
	Actual					Adequacy Purposes					Action Provision
(Dollars in thousands)		Amount		%			Amount		%			Amount		%
(Dollars in thousands)	Amount		%			Amount		%			Amount		%
Total Capital (to Risk
Total Capital (to Risk Weighted Assets)	$	20,817		12.89	%	$	12,917		8.00	%	$	16,146		10.00	%
Weighted Assets)	$	18,969		11.96	%	$	12,684		8.00	%	$	15,854		10.00	%
Tier 1 Capital (to Risk Weighted Assets)	$	18,763		11.62	%	$	6,458		4.00	%	$	9,688		6.00	%
Tier 1 Capital (to Risk
Tier 1 Capital (to Average Assets)	$	18,763		7.34	%	$	10,222		4.00	%	$	12,778		5.00	%
Weighted Assets)	$	16,963		10.70	%	$	6,342		4.00	%	$	9,513		6.00	%
Tier 1 Capital (to Average
Assets)	$	16,963		6.67	%	$	10,176		4.00	%	$	12,720		5.00	%

						For Capital				Well Capitalized Under Prompt Corrective
		Actual				Adequacy Purposes				Action Provision
(Dollars in thousands)		Amount	%			Amount	%			Amount	%

Total Capital (to Risk
Weighted Assets)	$	21,432	12.94	%	$	13,250	8.00	%	$	16,563	10.00	%

Tier 1 Capital (to Risk
Weighted Assets)	$	19,335	11.67	%	$	6,625	4.00	%	$	9,938	6.00	%

Tier 1 Capital (to Average
Assets)	$	19,335	7.26	%	$	10,659	4.00	%	$	13,323	5.00	%

The following table summarizes the Bank’s regulatory capital position at June 30, 2011.

											Well Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provision
(Dollars in thousands)	Amount		%			Amount		%			Amount		%
Total Capital (to Risk Weighted Assets)	$	21,432		12.94	%	$	13,250		8.00	%	$	16,563		10.00	%
Tier 1 Capital (to Risk Weighted Assets)	$	19,335		11.67	%	$	6,625		4.00	%	$	9,938		6.00	%
Tier 1 Capital (to Average Assets)	$	19,335		7.26	%	$	10,659		4.00	%	$	13,323		5.00	%

Note 11: Loss per Share

The following table presents a summary of per share data and amounts for the periods indicated.

	Three Months Ended December 31,						Six Months Ended December 31,
	Three Months Ended March 31,						Nine Months Ended March 31,
	2011			2010			2011			2010
	2012			2011			2012			2011
(in thousands except for per share data)
Net loss available for common shareholders	$	(1,083	)	$	(445	)	$	(955	)	$	(435	)
Net loss available for common
Basic weighted average shares outstanding		1,981			1,941			1,980			1,941
Shareholders	$	(1,991	)	$	(474	)	$	(2,946	)	$	(909	)
Basic loss per share	$	(0.55	)	$	(0.23	)	$	(0.48	)	$	(0.22	)
Basic weighted average shares outstanding		1,981			1,942			1,980			1,942
Basic loss per share	$	(1.01	)	$	(0.24	)	$	(1.49	)	$	(0.47	)
Dilutive shares		-			-			-			-
Diluted weighted average shares outstanding		1,981			1,~~941~~942			1,980			1,~~941~~942
Diluted loss per share	$	(01.5501	)	$	(0.2324	)	$	(01.4849	)	$	(0.2247	)

At ~~December~~March 31, ~~2011~~2012, there were no stock options outstanding. At March 31, 2011 there were 20,832 stock options outstanding, all of which had exercise prices above the market price of the Company’s common stock on the same date. Additionally, as the Company was in a loss position for all of the periods presented above, there was no dilutive effect to the loss per share calculation.

2018

Note 12: Guarantees

The Company does not issue any guarantees ~~that~~ that would require liability recognition or disclosure, other than its standby letters of credit issued by the Company. Standby ~~letters~~ letters of credit are conditional written commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, all letters of credit when issued have expiration dates within one year. The credit risk involved in issuing ~~letters~~ letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Company, generally, holds collateral and/or personal guarantees supporting these commitments. The Company had $1985,~~288,~~000 of standby letters of credit as of ~~December~~March 31, ~~2011~~2012 and $1,421,000 outstanding as of June 30, 2011. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payment required under the corresponding guarantees. The amount of the liability as of ~~December~~March 31, ~~2011~~2012 and June 30, 2011 for guarantees under standby letters of credit issued is not material.

Note 13: Core Deposit Intangible Asset

ASC Topic 350, “Intangibles - Goodwill and Other” requires that other acquired intangible assets with finite lives, such as purchased customer accounts, be amortized over their estimated lives. Other intangible assets are amortized using the straight-line method over estimated useful lives of 10 years. The Company periodically assesses whether events or changes in circumstances indicate that the carrying amounts of other intangible assets may be impaired.

Note 14: Share-Based Compensation

Stock Options

The Company's 1996 Stock Options and Incentive Plan (Plan) was approved by the stockholders at the 1996 annual meeting. The Plan provides for the granting of options to acquire common stock to directors and key employees. Option prices are equal or greater than the estimated fair market value of the common stock at the date of the grant. In October 1996, the Company granted options to purchase 137,862 shares at $4.60 per share. There are no remaining options to be issued under this Plan.

The Company’s 2000 Stock Option and Incentive Plan was approved by the stockholders at the 2000 annual meeting. The Plan provides for the granting of options to acquire common stock to directors and key employees. Option prices are equal or greater than the estimated fair market value of the common stock at the date of the grant.

The Plan provides for one-fifth of the options granted to be exercisable on each of the first five anniversaries of the date of grant. Under this Plan, in August 2001 the Company granted options to purchase 99,975 shares at $6.29 per share. There are 8,971 options eligible to be issued under this plan.

A summary of stock option activity for the ~~six~~nine month period ended ~~December~~March 31, ~~2011~~2012 follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Months		Aggregate Intrinsic Value (000s)
Outstanding at June 30, 2011		20,832	$	6.29		1.11	$	-
Granted		-		-		-
Exercised		-		-		-
Forfeited or expired		20,832	$	6.29		-	$	-
Outstanding at December 31, 2011		-		-		-
Outstanding at March 31, 2012		-		-		-
Exercisable at December 31, 2011		-		-
Exercisable at March 31, 2012		-		-

Stock Incentive Plan

In October 2004, the shareholders of the Company approved the 2004 Stock Incentive Plan. Under this Plan, 90,000 shares of common stock are available for issuance under a variety of awards. An additional 40,146 shares were made available for issuance to settle past deferred compensation obligations. This newer Plan replaced the Director’s retirement plan that became effective in September 1995. At the time of adoption, the directors had the option to reallocate their deferred compensation assets.

In May 2009, the Board of Directors voted to terminate the directors deferred compensation portion of the Plan. Accordingly, 57,255 deferred shares were distributed to the respective directors in May 2010, and are now included as issued shares. The remaining portion of the Plan continues to remain in effect. As of December 31, 2011 there are 10,000 non-vested shares outstanding under this Plan.19

AIn ~~summary~~May 2009, the Board of Directors voted to terminate the ~~status~~directors deferred compensation portion of the ~~Company’s non-vested~~Plan. Accordingly, 57,255 deferred shares were distributed to the respective directors in May 2010, and are now included as issued shares. The remaining portion of ~~December~~the 31Plan continues to remain in effect. As of March, ~~2011~~2012 isthere ~~presented~~are ~~below:~~7,000 non-vested shares outstanding under this Plan.

	Common Shares		Weighted Average Grant-Date Fair Value
Non-vested as of June 30, 2011		2,250	$	7.10
Awards Granted		10,000		0.84
Vested		2,250		7.10
Forfeited		-		-
Non-vested at December 31, 2011		10,000	$	0.84

A summary of the status of the Company’s non-vested shares as of March 31, 2012 is presented below:

As of December 31, 2011 there was $7,000 of total unrecognized compensation costs related to non-vested share-based compensation. The cost is expected to be recognized over a weighted average period of 29 months. During the six months ended December 31, 2012 10,000 restricted shares were issued to members of executive management. At grant date, vesting of the shares was “cliff” vesting at the end of a three year period. Compensation expense totaling $1,000 has been recognized in the three month periods ended December 31, 2011 and 2010, respectively, as a result of these awards. Compensation expense totaling $1,000 and $3,000 has been recognized in the six month periods ended December 31, 2011 and 2010, respectively, as a result of these awards.

	Common Shares		Weighted Average Grant-Date Fair Value

Non-vested as of June 30, 2011	2,250	$	7.10

Awards Granted	10,000		0.84
Vested	2,250		7.10
Forfeited	3,000		0.84

Non-vested at March 31, 2012	7,000	$	0.84

As of March 31, 2012 there was $4,000 of total unrecognized compensation costs related to non-vested share-based compensation. The cost is expected to be recognized over a weighted average period of 26 months. During the nine months ended March 31, 2012, 10,000 restricted shares were issued to members of executive management. At grant date, vesting of the shares was “cliff” vesting at the end of a three year period. As of March 2, 2012, 3,000 shares were forfeited upon employment termination resulting in no compensation expense recognized for the three month period ended March 31, 2012, compared to $1,000 for the three month period ended March 31, 2011 as a result of these awards. Compensation expense totaling $1,000 and $4,000 has been recognized in the nine month periods ended March 31, 2012 and 2011, respectively, as a result of these awards.

Note 15: Fair Value Measurements

ASC Topic 825 “Financial Instruments” requires the Company to disclose estimated fair values for certain on- and off- balance sheet financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments as of ~~December~~March 31, ~~2011~~2012 and June 30, 2011.

Fair value estimates are made at a ~~specific~~ specific point in time, based on relevant market information and information about financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect estimates.

a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect estimates.

The carrying amount and estimated fair value of financial instruments is summarized as follows at:

December 31, 2011

June 30, 2011

March 31, 2012

June 30, 2011

~~Carrying~~

Carrying

~~Carrying~~

Carrying

(In thousands)

~~Amount~~

Amount

~~Fair Value~~

Fair Value

~~Amount~~

Amount

~~Fair Value~~

Fair Value

Assets:

Cash and cash equivalents

1924,~~495~~764

28,469

Securities available for sale

4239,~~331~~753

39,814

Loans receivable, net

~~179~~177,~~418~~855

~~191~~194,~~485~~200

182,570

191,181

Securities required by law

1,823

2,286

Accrued interest receivable

~~701~~766

857

Liabilities:

Deposits

~~225~~227,~~004~~324

~~225~~227,~~784~~697

231,306

231,358

Long-term debt

14,000

1315,~~632~~048

17,000

15,828

Accrued interest payable

~~760~~710

622

Off balance sheet instruments:

Commitments to extend credit

2220

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments not previously disclosed as of March 31, 2012. This table excludes financial instruments for which the carrying amount approximates fair value.

					(Level 1)		(Level 2)		(Level 3)
March 31, 2012	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Financial instruments – Assets
Loans receivable, net	$	177,855	$	194,200	$	-	$	-	$	194,200
Financial instruments - Liabilities
Deposits		227,324		227,697		142,441		85,256		-
Long-term debt		14,000		15,048		-		15,048		-

Cash and Cash Equivalents - Due from Banks, Interest Bearings Deposits with Banks and Federal Funds Sold

The statement of financial condition carrying amounts for cash and due from banks, interest bearing deposits with banks and federal funds sold approximate the estimated fair values of such assets.

Securities Available for Sale

The fair value of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

Loans Receivable

Loans receivable were segmented into portfolios with similar financial characteristics. Loans were also segmented by type such as commercial, commercial real estate, construction, residential and consumer. The fair value of loans was calculated by discounting anticipated cash flows based on weighted average contractual maturity, weighted average coupon and market rates.

Impaired Loans

The Company considers loans to be impaired when it becomes probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement. All commercial and residential mortgage non-accrual loans are considered impaired. The measurement of impaired loans is based on the present value of the expected cash flows discounted at the historical effective interest rate, the market price of the loan, or the fair value of the underlying collateral. Collateral values are estimated utilizing methods such as appraisals or broker price opinions and taking into consideration the timing of the valuation, the nature of the collateral and such other information as is deemed appropriate. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balances of $~~10.~~0 ~~million~~ and $5.2 million less their specific valuation allowances of $~~2.5~~0 ~~million~~ and $1.2 million as determined in accordance with ASC Topic 310 “Receivables” at ~~December~~March 31, ~~2011~~2012 and June 30, 2011, respectively.

Real Estate Acquired Through Foreclosure and Other Repossessed Assets

Real estate acquired through foreclosure and other repossessed assets are initially recorded at the estimated fair value, net of estimated selling costs, and subsequently at the lower of carrying cost or fair value less estimated costs to sell. Fair value is determined utilizing third party appraisals, broker price opinions or other similar methods. Fair value is updated at least annually and more often if circumstances dictate.

Securities required by Law

The carrying amount of securities required by law approximates its fair value.

Accrued Interest Receivable

The carrying amount of accrued interest receivable approximates its fair value.

Deposits

The fair value of deposits with no stated maturity, such as non-interest bearing deposits, interest bearing NOW accounts and statement savings accounts, is equal to the carrying amounts. The fair value of certificates of deposit was based on the discounted value of contractual cash flows. The discount rate for certificates of deposit was estimated using market rates.

Long-Term Debt and Junior Subordinated Debentures

The fair value of long-term debt and junior subordinated debentures was based on the discounted value of contractual cash flows, using market rates.

Accrued Interest Payable

The carrying amount of accrued interest payable approximates its fair value.

Off-Balance Sheet Financial Instruments

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business, including mortgage loan commitments, undisbursed lines of credit on commercial business loans and standby letters of credit. These instruments involve, to various degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The fair values of such commitments are immaterial.

The disclosure of fair value amounts does not include the fair values of any intangibles, including core deposit intangibles. Core deposit intangibles represent the value attributable to total deposits based on an expected duration of customer relationships.

The Company complies with ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines the concept of fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. ASC Topic 820 applies only to fair value measurements required or permitted under current accounting pronouncements, but does not require any new fair value measurements. Fair value is defined as the price to sell an asset or to transfer a liability in an orderly transaction between willing market participants as of the measurement date. The statement also expands disclosures about financial instruments that are measured at fair value and eliminates the use of large position discounts for financial instruments quoted in active markets. The disclosure’s emphasis is on the inputs used to measure fair value and the effect of the measurement on earnings for the period.

ASC Topic 820 clarifies how an entity would determine fair value in an inactive market and defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. ASC Topic 820 provides additional guidance in determining when the volume and level of activity for the asset or liability has significantly decreased. It also includes guidance on identifying circumstances when a transaction may not be considered orderly. ASC Topic 820 provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value. This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.

The Company has an established and documented process for determining fair values. Fair value is based on quoted market prices, when available. If listed prices or quotes are not available, fair value is based on fair value models that use market participant or independently sourced market data, which include discount rate, interest rate yield curves, prepayment speeds, bond ratings, credit risk, loss severities, default rates, and expected cash flow assumptions. In addition, valuation adjustments may be made in the determination of fair value. These fair value adjustments may include amounts to reflect counterparty credit quality, creditworthiness, liquidity, and other unobservable inputs that are applied consistently over time. These adjustments are estimates and therefore, subject to management’s judgment, and at times, may be necessary to mitigate the possibility of error or revision in the estimate of the fair value provided by the model. The Company has various controls in place to ensure that the valuations are appropriate, including review and approval of the valuation models, benchmarking, comparison to similar products, and reviews of actual cash settlements. The methods described above may produce fair value calculations that may not be indicative of the net realizable value or reflective of future fair values. While the Company believes its valuation methods are consistent with other financial institutions, the use of different methods or assumptions to determine fair values could result in different estimates of fair value.

ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based on the inputs used to value the particular asset or liability at the measurement date. The three levels are defined as follows:

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

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices of identical or similar assets or liabilities in markets that are not active, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Each financial instrument’s level assignment within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement for that particular category.

There were no asset transfers between fair value Level 1 and Level 2 for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012.

For financial assets measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy are as follows:

At December 31, 2011

At March 31, 2012

(In thousands)

Total

Level 1

Level 2

Level 3

Measured at fair value on a recurring basis:

Corporate bonds

45,~~564~~572

U.S. Government agencies

92,~~010~~001

Mortgage-backed securities, residential

78,~~647~~953

Collateralized mortgage obligations, agencies

2123,~~110~~227

Total securities available for sale

4239,~~331~~753

Measured at fair value on a nonrecurring basis:

Impaired Loans

~~7,500~~-

Repossessed real estate and other assets

~~607~~90

	At June 30, 2011
(In thousands)	Total		Level 1		Level 2		Level 3
Measured at fair value on a recurring basis:
Corporate bonds	$	2,955	$	-	$	2,955	$	-
U.S. Government agencies		12,520		-		12,520		-
Mortgage-backed securities, residential		4,098		-		4,098		-
Collateralized mortgage obligations, agencies		20,241		-		20,241		-
Total securities available for sale	$	39,814	$	-	$	39,814	$	-

Measured at fair value on a nonrecurring basis:
Impaired loans	$	3,983	$	-	$	-	$	3,983
Repossessed real estate and other assets	$	24	$	-	$	-	$	24

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

March 31, 2012

Fair Value Estimate

Valuation Technique

Unobservable Input

Range

Impaired loans

Appraisal of collateral (1)

Appraisal adjustments (2)

0 – 15 %

Repossessed real estate and other assets

Appraisal of collateral (1)

Appraisal adjustments (2)

0 – 15 %

(1)

Fair value is generally determined through independent appraisals of the underlying collateral that generally include various level 3 inputs which are not identifiable.

(2)

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

Note 16: Reclassification

Certain prior period amounts have been reclassified to conform to the current period’s presentation. Such reclasses had no impact on the Company’s operations and stockholders’ equity.

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

General

The Company's results of operations depend primarily on its level of net interest income, which is the difference between interest earned on interest-earning assets, consisting primarily of loans, investment securities, mortgage-backed securities and other investments, and the interest paid on interest-bearing liabilities, consisting primarily of deposits and advances from the Federal Home Loan Bank of Atlanta and junior subordinated debentures. The net interest income earned on interest-earning assets ("net interest margin") and the ratio of interest-earning assets to interest-bearing liabilities have a significant impact on net interest income. The Company's net interest margin is affected by regulatory, economic and competitive factors that influence interest rates, loan and deposit flows. The Company, like other financial institutions, is subject to interest rate risk to the degree that its interest-earning assets mature or reprice at different times, or on a different basis, than its interest-bearing liabilities. The Company's results of operations are also significantly impacted by the amount of its non-interest income, including loan fees and service charges, and levels of non-interest expense, which consists principally of compensation and employee benefits, insurance premiums, professional fees, equipment expense, occupancy costs, advertising, data processing and other operating expenses.

The Company's operating results are significantly affected by general economic and competitive conditions, in particular, changes in market interest rates, government policies and actions taken by regulatory authorities. Lending activities are influenced by general economic conditions, competition among lenders, the level of interest rates and the availability of funds. Deposit flows and costs of funds are influenced by prevailing market rates of interest, primarily on competing investments, account maturities and the level of personal income and savings in the Company's market area.

Forward-Looking Statements

When used in this Form 10-Q, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area, competition and the Risk Factors described in Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2011, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which 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.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and follow general practices within the industry in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, the consolidated 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. These estimates, assumptions and judgments are necessary when financial instruments are required to be recorded at fair value or when the decline in the value of an asset carried on the statement of financial condition at historic cost requires an impairment write-down or a valuation reserve to be established.

The allowance for loan losses (“allowance”) represents an amount, that in the judgment of management, will be adequate to absorb probable losses on outstanding loans and leases that may become uncollectible. The allowance represents an estimate made based upon two principles of accounting: (1) ASC Topic 450, “Contingencies”, that requires losses to be accrued when their occurrence is probable and estimable, and (2) ASC 310, “Receivables”, that requires losses be accrued when it is probable that the lender will not collect all principal and interest due under the original terms of the loan. The adequacy of the allowance is determined through careful evaluation of the loan portfolio. This determination is inherently subjective and requires significant estimates, including estimated losses on pools of homogeneous loans based on historical loss experience and consideration of the current economic environment that may be subject to change. Loans and leases deemed uncollectible are charged against the allowance and recoveries of previously charged-off amounts are credited to it. The level of the allowance is adjusted through the provision for loan losses that is recorded as a current period expense.

In accordance with the provisions of ASC 310, the Company determines and recognizes impairment of certain loans. A loan is determined to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. A loan is not considered impaired during a period of insignificant delay in payment if the Company expects to collect all amounts due, including past-due interest. The Company generally considers a period of insignificant delay in payment to include delinquency up to and including 90 days. ASC Topic 310 requires that impairment in a loan be measured at the present value of its expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent.

ASC Topic 310 is generally applicable for all loans except large groups of smaller-balance homogeneous loans that are evaluated collectively for impairment, including residential first and second mortgage loans and consumer installment loans. Impaired loans are therefore generally comprised of commercial mortgage, real estate development, and certain restructured residential loans. In addition, impaired loans are generally loans which management has placed on non-accrual status since loans are placed on non-accrual status on the earlier of the date that management determines that the collection of principal and/or interest is in doubt or the date that principal or interest is 90 days or more past-due.

Management believes that the allowance is adequate. However, its determination requires significant judgment, and estimates of the probable losses in the loan and lease portfolio can vary significantly from amounts that actually occur.

Real estate acquired through foreclosure and other repossessed assets are initially recorded at the estimated fair value, net of estimated selling costs, and subsequently at the lower of carrying cost or fair value less estimated costs to sell. Costs relating to holding such property are charged against income in the current period, while costs relating to improving such real estate are capitalized until a salable condition is reached.

Marketable equity securities and debt securities not classified as held to maturity or trading are classified as available for sale. Securities available for sale are acquired as part of the Company’s asset/liability management strategy and may be sold in response to changes in interest rates, loan demand, changes in prepayment risk and other factors. Securities available for sale are carried at fair value, with unrealized gains or losses based on the difference between amortized cost and fair value, reported net of deferred tax, as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses, using the specific identification method, are included as a separate component of non-interest income. Related interest and dividends are included in interest income. Declines in the fair value of individual securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value through either a charge to earnings or recognized in other comprehensive income depending upon the nature of the loss. Management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Other factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by a rating agency or a significant deterioration in the financial condition of the issuer.

Deferred income taxes are reported for ~~temporary~~ temporary differences between items of income or expense reported in the consolidated financial statements and those reported for ~~income~~ income tax purposes. Deferred taxes are computed using the asset and liability method. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates that will be in effect when the differences between the consolidated financial statements carrying amounts and tax basis of existing assets and liabilities are expected to be reported in an institution’s ~~income~~ income tax returns. Deferred tax assets are deferred tax consequences attributable to deductible temporary differences and carryforwards. After the deferred tax asset has been measured using the applicable enacted tax rate and provisions of the enacted tax law, it is then necessary to assess the need for a valuation allowance. A valuation allowance is needed when, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. As required by GAAP, available evidence is weighted heavily on cumulative losses with less weight placed on future projected profitability. Realization of the deferred tax asset is dependent on whether there will be sufficient future taxable income of the appropriate character in the period during which deductible temporary differences reverse or within the carryback and carryforward periods available under tax law. Based upon the available evidence, the Company recorded a valuation allowance of $2.2 million at June 30, 2011. Subsequent to recording this valuation allowance, the deferred tax asset balance was zero at June 30, 2011 and ~~December~~March 31, ~~2011~~2012. The effect on deferred taxes of a change in tax rates is recognized as income in the period that includes the enactment date.

Comparison of Financial Condition at ~~December~~ March 31, ~~2011~~2012 and June 30, 2011

The Company’s assets decreased $109.58 million to $254.18 million at ~~December~~March 31, ~~2011~~2012 compared to $264.6 million at June 30, 2011. Net loans declined $34.27 million or 1 2.76% to $~~179~~177.49 million at ~~December~~March 31, ~~2011~~2012 from $182.6 million at June 30, 2011. Growth in residential mortgage loans of $46.~~3 million~~0 million was more than offset by decreases in commercial mortgages of $1.74 million, construction loans of $~~447~~2.1 million,~~000,~~ consumer loans of of $1.08 million and commercial business loans of $35.6 million. Such decreases were due primarily to soft loan demand.

Securities available for sale remained constant at $39.8 million as of March 31, 2012 and June 30, 2011 as maturities of $16.0 million, sales of $3.3 million and pay-downs of the mortgage-backed securities of $6.0 million were replaced by new purchases of investment securities of $25.6 million.

Real estate acquired through foreclosure increased $514,000 to $2.2 million as of March 31, 2012 as there were 14 properties totaling $1.3 million in additions and $811,000 that were sold at a $64,000 gain.

Total deposits declined $4.0 million, or 1.7%, to $227.3 million at March 31, 2012 from $231.3 million at June 30, 2011 as management lowered deposit rates more aggressively than the competition in order to reduce excess cash reserves. Interest-bearing deposits decreased $4.4 million, or 2.0%, to $216.4 million at March 31, 2012 from $220.8 million at June 30, 2011. Noninterest-bearing deposits increased $478,000 to $11.0 million at March 31, 2012. Long-term debt declined $3.0 million to $9.0 million at March 31, 2012 from $12.0 million at June 30, 2011.

Stockholders’ equity decreased by $2.7 million from $14.4 million at June 30, 2011 to $11.7 million at March 31, 2012 primarily reflecting the loss during the current year-to-date period.

Comparison of Operating Results for the Three and Nine Months Ended March 31, 2012 and March 31, 2011

Net Income. The Company recorded a net loss available to common shareholders of $2.0 million, or $1.01 per common share, for the quarter ended March 31, 2012 compared to net loss of $474,000, or $0.24 per common share, for the quarter ended March 31, 2011. The increased loss in the current quarter was primarily the result of a higher loan loss provision. In addition, income tax benefit was zero in the current quarter as the Company fully reserved for deferred tax assets at June 30, 2011. Accordingly, the tax benefit on the current quarter’s net loss was offset by a similar reserve.

For the nine months ended March 31, 2012, the Company recorded a net loss available to common shareholders of $3.0 million, or $1.49 per common share, compared to a loss of $909,000, or $0.47 per common share, for the same period in 2011 as the loan loss provision increased $1.7 million to $4.0 million in the current period from $2.3 million in the same period of the prior year. In addition, consistent with the current quarter no income tax benefit was recorded for the nine months ended March 31, 2012.

Net Interest Income. The Company’s net interest income decreased by $25,000, or 1.2%, comparing the quarter ended March 31, 2012 to the same period of 2011. The slight decrease in net interest income during the comparable three-month period was due to a $10.5 million decline in average earning assets from $255.7 million in the quarter March 31, 2011 to $245.1 million in the current quarter.

For the nine months ended March 31, 2012 net interest income declined $72,000 as average interest earning assets declined $7.1 million from $253.7 million for the nine months ended March 31, 2011 versus $246.6 million for the current year to date period.

Interest Income. Total interest income decreased by $225,000, or 7.3%, to $2.8 million for the quarter ended March 31, 2012 from $3.1 million for the quarter ended March 31, 2011. Total interest income for the nine months ended March 31, 2012 decreased $919,000 to $8.7 million from $9.6 million in the comparable period of the prior year. The decreases in interest income during the three and nine month periods were due to lower rates of interest earned in addition to a lower level of earning assets. The impact of lower market interest rates in the current three and nine month periods had a negative effect on the yields on earning assets. In addition, a shift in the mix of earning assets from loans to lower yielding investments and a decline in the yield on loans negatively affected the yield on average earning assets.

Interest income on loans receivable decreased by $248,000, or 8.8%, to $2.6 million for the quarter ended March 31, 2012 from $2.8 million for the quarter ended March 31, 2011. For the nine months ended March 31, 2012, interest income on loans declined $1.0 million to $7.9 million from $8.9 million in the same period of the prior year. The decreases in interest income on loans for the current quarter and year to date periods were due to lower yields as well as lower average loan balances. The lower yields were due to the decline in market interest rates mentioned above. The lower loan volumes were due to a continued drop in loan demand over the previous year.

Interest income on investment securities, including investments required by law, increased $30,000, or 13.2%, to $258,000 and by $115,000, or 18.0%, to $754,000 in the three and nine month periods ended March 31, 2012, as compared to the same periods in the prior year. The increase for the three month period was due to the increase in volume combined with an increase in yield, whereas for the nine month period the increase in volume more than offset the decline in the yield over the comparative period.

Interest income on federal funds sold and other investments was $7,000 lower to $9,000 for the three months ended March 31, 2012 and $13,000 lower to $33,000 in the nine month periods ended March 31, 2012 due primarily to lower volumes.

Interest Expense. Total interest expense decreased by $200,000, or 21.3%, to $741,000 for the quarter ended March 31, 2012 from $941,000 for the quarter ended March 31, 2011. For the nine month period ended March 31, 2012 total interest expense decreased $847,000 to $2.4 million from $3.3 million in the nine month period ended March 31, 2011. The decline in interest expense during the comparable three and nine month periods were due to lower rates paid on interest-bearing liabilities as well as a lower volume of borrowings.

Interest expense on deposits decreased by $176,000, or 23.4%, to $576,000 in the current quarter from $752,000 in the previous year’s comparable quarter. For the nine months ended March 31, 2012, interest expense on deposits decreased $694,000, or 26.8%, to $1.9 million from $2.6 million in the nine months ended March 31, 2011. The decrease in interest expense on deposits in the quarterly and year to date periods were due to a decline in rates paid on deposits combined with a lower outstanding balance of deposits. The lower rates paid on deposits reflect the lower rate environment in the current periods as well as a continued moderation of the competitive pressures.

~~Securities~~Interest ~~available~~expense ~~for~~on ~~sale~~long-term ~~increased~~borrowings decreased $224,000, or 12.~~5 million~~7%, to $~~42.3~~165,000 ~~million~~for atthe ~~December~~quarter ended March 31, ~~2011~~2012. ~~from~~For ~~$39.8~~the ~~million~~nine atmonths ~~June~~ended 30March 31, ~~2011~~2012, asinterest expense ~~maturities~~on oflong-term ~~$9.0~~borrowings ~~million~~decreased $153,000, ~~sales~~or of22.8% to $~~3.3 million~~517,000 ~~and~~from ~~pay-downs~~$670,000 offor the ~~mortgage-backed~~nine ~~securities~~months ofended ~~$3.8~~March ~~million~~31, as2011. The ~~well~~decreases asin ~~the~~interest ~~decline~~expense in ~~loan~~the ~~balances,~~comparable three and nine month periods were ~~replaced by~~due ~~new~~to ~~purchases~~lower ofaverage ~~investment~~balances ~~securities~~outstanding offset ofby ~~$19.0~~higher ~~million~~average rates.

Real estate acquired through foreclosure increased $741,000 to $2.4 million as of December 31, 2011 as there were six properties totaling $998,000 in additions and $196,000 that were sold at a $12,000 gain.

Total deposits declined $6.3 million, or 2.7%, to $225.0 million at December 31, 2011 from $231.3 million at June 30, 2011 as management lowered deposit rates more aggressively than the competition in order reduce excess cash reserves. Interest-bearing deposits decreased $5.6 million, or 2.5%, to $215.2 million at December 31, 2011 from $220.8 million at June 30, 2011. Noninterest-bearing deposits declined $678,000 to $9.8 million at December 31, 2011. Long-term debt declined $3.0 million to $9.0 million at December 31, 2011 from $12.0 million at June 30, 2011.

Stockholders’ equity decreased by $978,000 from $14.4 million at June 30, 2011 to $13.4 million at December 31, 2011 primarily reflecting the loss during the current year-to-date period.

Comparison of Operating Results for the Three and Six Months Ended December 31, 2011 and December 31, 2010

Net Income. The Company recorded a net loss applicable to common shareholders of $1.1 million, or $0.55 per common share, for the quarter ended December 31, 2011 compared to net loss of $445,000, or $0.23 per share for the quarter ended December 31, 2010. The larger loss in the current quarter was primarily the result of a higher loan loss provision. In addition, income tax benefit was zero in the current quarter as the Company fully reserved for deferred tax assets at June 30, 2011. Accordingly, the tax benefit on the current quarter’s net loss was offset by a similar reserve.

For the six months ended December 31, 2011, the Company recorded a net loss applicable to common shareholders of $955,000 compared to a loss of $435,000 for the same period in 2010 as the loan loss provision increased $298,000 to $1.6 million in the current period from $1.3 million in the same period of the prior year. In addition, consistent with the current quarter no income tax benefit was recorded for the six months ended December 31, 2012.

Net Interest Income. The Company’s net interest income decreased by $92,000, or 4.4%, to $2.01 million for the quarter ended December 31, 2011 compared to $2.11 million for the same quarter in 2010. The slight decrease in net interest income during the comparable three-month period was due to a $10.3 million decline in average earning assets from $255.8 million in the quarter December 31, 2010 to $245.5 million in the current quarter.

For the six months ended December 31, 2011 net interest income declined $47,000 as average interest earning assets declined $6.0 million from $253.3 million for the six months ended December 31, 2010 versus $247.3 million for the current year to date period.

Interest Income. Total interest income decreased by $398,000, or 12%, to $2.8 million for the quarter ended December 31, 2011 from $3.2 million for the quarter ended December 31, 2010. Total interest income for the six months ended December 31, 2011 decreased $694,000 to $5.8 million from $6.5 million in the comparable period of the prior year. The decreases in interest income during the three and six month periods were due to lower rates of interest earned in addition to a lower level of earning assets. The impact of lower market interest rates in the current three and six month periods had a negative effect on the yields on earning assets. In addition, a shift in the mix of earning assets from loans to lower yielding investments and a decline in the yield on loans negatively affected the yield on average earning assets.

Interest income on loans receivable decreased by $424,000, or 14%, to $2.6 million for the quarter ended December 31, 2011 from $3.0 million for the quarter ended December 31, 2010. For the six months ended December 31, 2011, interest income on loans declined $773,000 to $5.3 million from $6.1 million in the same period of the prior year. The decreases in interest income on loans for the current quarter and year to date periods were due to lower yields as well as lower average loan balances. The lower yields were due to the decline in market interest rates mentioned above. The lower loan volumes were due to a continued drop in loan demand over the previous year.

Interest income on investment securities, including investments required by law, increased $31,000, or 15%, to $236,000 and by $85,000, or 21%, to $496,000 in the three and six month periods ended December 31, 2011, as the increase in volumes for the respective periods more than offset the declines in the yield over the same periods.

Interest income on federal funds sold and other investments was $5,000 lower to $11,000 for the three months ended December 31, 2011 and $6,000 lower to $24,000 in the six month periods ended December 31, 2011 due primarily to lower volumes.

Interest Expense. Total interest expense decreased by $306,000, or 28%, to $799,000 for the quarter ended December 31, 2011 from $1.1 million for the quarter ended December 31, 2010. For the six month period ended December 31, 2011 total interest expense decreased $647,000 to $1.7 million from $2.3 million in the six month period ended December 31, 2010. The decline in interest expense during the comparable three and six month periods were due to lower rates paid on interest-bearing liabilities as well as a lower volume of borrowings.

Interest expense on deposits decreased by $254,000, or 29%, to $634,000 in the current quarter from $888,000 in the previous year’s comparable quarter. For the six months ended December 31, 2011, interest expense on deposits decreased $518,000, or 28%, to $1.3 million from $1.8 million in the six months ended December 31, 2010. The decrease in interest expense on deposits in the quarterly and year to date periods were due to a decline in rates paid on deposits. The lower rates paid on deposits reflect the lower rate environment in the current periods as well as a continued moderation of the competitive pressures.

Interest expense on long-term borrowings decreased $52,000, or 24%, to $165,000 for the quarter ended December 31, 2011. For the six months ended December 31, 2011, interest expense on long-term borrowings decreased $129,000, or 27% to $352,000 from $481,000 for the six months ended December 31, 2010. The decreases in interest expense in the comparable three and six month periods were due to lower average balances outstanding.

Average Balance, Interest and Average Yields and Rates

The following table sets forth certain information relating to the Company’s average interest-earning assets and interest-bearing liabilities and reflects the average yield on assets and cost of liabilities for the periods and at the dates indicated. Dividing income or expense by the average daily balance of assets or liabilities, respectively, derives such yields and costs for the periods presented. Average balances are derived from daily balances.

The table also presents information for the periods indicated with respect to the Company’s net interest margin, which is net interest income divided by the average balance of interest earning assets. This in an important indicator of commercial bank profitability. The net interest margin is affected by yields on interest-earning assets, the costs of interest-bearing liabilities and the relative amounts of interest earning assets and interest bearing liabilities. Another indicator of the Company’s net interest income is the interest rate spread, or the difference between the average yield on interest earning assets and the average rate paid on interest bearing liabilities.

2928

	Three Months Ended December 31,
	Three Months Ended March 31,
	2011							2010
	2012							2011
	~~Average~~	Average			~~Average~~	Average		~~Average~~	Average			~~Average~~	Average
	~~Balance~~	Balance	~~Interest~~	Interest	~~Rate(1)~~	Rate(1)		~~Balance~~	Balance	~~Interest~~	Interest	~~Rate(1)~~	Rate(1)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, including fees (2)	$	184,~~434~~798	$	2,~~566~~570		5.5756	%	$	~~198~~195,~~686~~067	$	2,~~990~~818		65.0278	%
Securities, including securities required by law		4244,~~292~~090		~~236~~258		2.2335	%		3139,~~898~~861		~~205~~228		2.5728	%
Federal funds sold and other investments		1816,~~791~~232		119		0.2217	%		2520,~~243~~726		16		0.2630	%
Total interest earning assets		245,~~517~~120		2,~~813~~837		4.5863	%		255,~~827~~654		3,~~211~~062		54.0279	%
Non-interest-earning assets		1110,~~209~~818							1817,~~023~~550
Total assets	$	~~256~~255,~~726~~938						$	273,~~850~~204
Interest-bearing liabilities:
Interest bearing deposits	$	216,~~398~~253		~~634~~576		1.1908	%	$	~~223~~226,~~639~~042		~~888~~752		1.6135	%
Long-term borrowings		14,000		165		4.7371	%		1917,~~661~~000		~~217~~189		4.3946	%
Total interest-bearing liabilities		230,~~398~~253		~~799~~741		1.4030	%		243,~~300~~042		~~1,105~~941		1.8457	%
Non-interest-bearing liabilities		11,~~434~~812							10,~~670~~281
Total liabilities		~~241~~242,~~832~~065							253,~~970~~323
Stockholders' equity		1413,~~894~~873							19,~~880~~881
Total liabilities and stockholders’ equity	$	~~256~~255,~~726~~938						$	273,~~850~~204
Net Interest Income			$	2,~~014~~096						$	2,~~106~~121
Interest rate spread						3.1833	%						3.1822	%
Net interest margin						3.3347	%						3.3436	%
Ratio of average interest-earning assets to average interest-bearing liabilities						106.56	%						105.15	%
Ratio of average interest-earning assets
to average interest-bearing liabilities						106.46	%						105.18	%

_________

(1) Yields and rates are annualized.

(2) Includes nonaccrual loans.

3029

	Six Months Ended December 31,
	Nine Months Ended March 31,
	2011							2010
	2012							2011
	Average				Average			Average				Average
	Balance		Interest		Rate(1)			Balance		Interest		Rate(1)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, including fees (2)	$	185,~~252~~101	$	57,~~300~~870		5.6057	%	$	~~199~~197,~~506~~647	$	68,~~073~~891		65.0094	%
Securities, including securities required by law		42,~~438~~984		~~496~~754		2.2930	%		2933,~~668~~016		~~411~~639		2.7758	%
Federal funds sold and other investments		1918,~~646~~517		2433		0.2423	%		2423,~~148~~024		3046		0.2526	%
Total interest earning assets		~~247~~246,~~336~~602		58,~~820~~657		4.60	%		253,~~322~~687		69,~~514~~576		54.0799	%
Non-interest-earning assets		11,~~174~~046							1716,~~195~~928
Total assets	$	~~258~~257,~~510~~648						$	270,~~517~~615
Interest-bearing liabilities:
Interest bearing deposits	$	~~217~~216,~~263~~929		1,~~319~~895		1.2016	%	$	~~220~~222,~~943~~617		12,~~837~~589		1.6555	%
Long-term borrowings		1514,~~190~~796		~~352~~517		4.5457	%		2019,~~880~~606		~~481~~670		4.5049	%
Total interest-bearing liabilities		~~232~~231,~~453~~725		12,~~671~~412		1.4238	%		~~241~~242,~~823~~223		23,~~318~~259		1.9079	%
Non-interest-bearing liabilities		11,~~267~~447							10,~~848~~675
Total liabilities		243,~~720~~172							252,~~671~~898
Stockholders' equity		14,~~790~~476							17,~~846~~717
Total liabilities and stockholders’ equity	$	~~258~~257,~~510~~648						$	270,~~517~~615
Net interest income			$	46,~~149~~245						$	46,~~196~~317
Interest rate spread						3.1822	%						3.1720	%
Net Interest margin						3.3336	%						3.2932	%
Ratio of average interest-earning assets to average interest-bearing liabilities						106.40	%						104.76	%
Ratio of average interest-earning assets
to average interest-bearing liabilities						106.42	%						104.73	%

____________

(1) Yields and rates are annualized.

(2) Includes nonaccrual loans.

3130

Provision for Loan Losses. Provisions for loan losses are charged to earnings to maintain the total allowance for loan losses at a level considered adequate by management to provide for loan losses. The components of the allowance for loan losses represent an estimation done pursuant to either ASC Topic 450 and ASC 310. The adequacy of the allowance for loan losses is determined through a continuous review of the loan portfolio and considers factors such as prior loss experience, type of collateral, industry standards, amount and type of past due loans in the Company’s loan portfolio, current economic conditions, both national and local, and other factors unique to particular loans and leases in the portfolio. The Company’s management periodically monitors and adjusts its allowance for loan losses based upon its analysis of the loan portfolio.

The provision ~~for~~ for loan losses was $12.34 million in the quarter ended ~~December~~March 31, ~~2011~~2012, compared to $~~994,000~~1.0 million for the quarter ended ~~December~~March 31, 2011. ~~2010~~During the quarter ended March 31, 2012, the Company’s management determined that several impaired loans required higher specific reserves based on the most recent values of the collateral securitizing the loan. Further, management decided to charge off all of the specific reserves established on impaired loans, based on recommendations from regulators, which caused the historical loss ratios to increase thus increasing the calculation of required loan loss reserves since a key component of the calculation involves the historical loss ratio. The Company’s allowance for loan losses as a percentage of total loans was 2.6716% as of March ~~December~~ 31, ~~2011~~2012 versus 2.25% at June 30, 2011. Patapsco Bancorp’s allowance for loan losses as a percentage of nonperforming loans was 3642.478% at ~~December~~ March 31, ~~2011~~2012 as compared to 42.2% at June 30, 2011. Setting the allowance at this level takes into consideration that 95% of non-performing loans are collateralized by real estate at ~~December~~March 31, ~~2011~~ 2012. In consideration of the appropriate level for the allowance for loan losses, downward adjustments were made to values established by real estate appraisals, where warranted, taking into consideration the age of the appraisal and the nature of the collateral. These adjusted appraisal values, which required management’s judgment, were used to develop estimated losses and related specific loss reserves within the allowance for loan losses. The Company has concluded, after a thorough analysis of the nonperforming loan portfolio, watch list loans, delinquencies and other factors, that the allowance is adequate at ~~December~~March 31, ~~2011~~2012.

The following table sets forth information with respect to the Company's non-performing assets at the dates indicated.

	December 31,		June 30,
	March 31,		June 30,
(in thousands)	~~2011~~2012		2011
Loans accounted for on a non-accrual basis (1)	$	139,~~475~~158	$	9,946
Accruing loans that are contractually past due 90 days or more		-		-
Total non-performing loans		139,~~475~~158		9,946
Other non-performing assets (2)		2,~~430~~203		1,689
Total non-performing assets	$	1511,~~905~~361	$	11,635

(1) Nonaccrual status denotes loans on which, in the opinion of management, the collection of additional interest is unlikely. Payments received on a nonaccrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the collectability of the loan. Of the $139,~~475~~158 and $9,946 of non-accrual loans, $5,~~620~~074 and $5,324 were considered troubled debt restructurings as of ~~December~~March 31, ~~2011~~2012 and June 30, 2011, respectively.

(2)

Other nonperforming assets represent property acquired through foreclosure or repossession.

Refer to Note 7 of the Consolidated Financial Statements for a discussion of troubled debt restructurings.

The following table reflects the activity in non-performing ~~loans~~ loans for the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012:

(in thousands)
Balance June 30, 2011	$	9,946
Added to non-accrual during the year to date		6,653
Paid off/down		(1,132	)
Brought to accrual status		(267	)
Transferred to real estate acquired through foreclosure		(998	)
Charged-Off		(763	)
Net change in non-accrual Consumer & Residential Mortgages, and all other		36
Balance December 31, 2011	$	13,475

(in thousands)

At December 31, 2011, non-accrual construction loans totaled $3.3 million and consisted of a $1.2 million commercial land development loan, $1.6 residential development loan and a $564,000 residential land development loan. Non-accrual commercial real estate loans include a $1.8 million strip shopping center loan, $1.3 million in residential investment loans, $862,000 warehouse building loan, and $782,000 in mixed use commercial mortgage loans. Non-accrual commercial loans include a $1.9 million loan supporting a borrower’s various business interests including commercial properties and a $2.1 million mixed use industrial property loan.

Balance June 30, 2011	$	9,946
Added to non-accrual during the year to date		6,960
Paid off/down		(1,487	)
Brought to accrual status		(751	)
Transferred to real estate acquired through foreclosure		(1,298	)
Charged-Off		(4,120	)
Net change in non-accrual Consumer & Residential Mortgages, and all other		(92	)
Balance March 31, 2012	$	9,158

32At March 31, 2012, non-accrual construction loans totaled $2.4 million and consisted of a $1.0 million commercial land development loan, $1.1 residential development loan and a $221,000 residential land development loan. Non-accrual commercial real estate loans include a $1.5 million strip shopping center loan, $407,000 in residential investment loans, $646,000 warehouse building loan, and $770,000 in mixed use commercial mortgage loans. Non-accrual commercial loans include a $1.3 million loan supporting a borrower’s various business interests including commercial properties, a $1.2 million mixed use industrial property loan and several other smaller loans totaling approximately $900,000.

Noninterest Income. The Company’s non-interest income consists of deposit fees, service charges, income from bank owned life insurance (“BOLI”) and gains. Total non-interest income increased by $4,000, or 2.2%, to $185,000 in the three month period ended December 31, 2011 as the prior year’s quarter included $16,000 in net losses on the sale of assets. Fees and service charges decreased $10,000 during this period as fees from the Company’s leasing business declined due to the run-off of that portfolio. For the six months ended December 31, 2011, total non-interest income was $12,000 higher consistent with the quarterly increase.

Noninterest ~~Expenses~~ Income. ~~Total~~ The Company’s non-interest ~~expenses~~income ~~increased~~consists byof ~~$40~~deposit fees,~~000,~~ orservice ~~2.1%~~charges, toincome ~~$1.91~~from ~~million~~bank ~~for~~owned ~~the~~life ~~quarter ended December~~insurance ~~31,~~(“BOLI”) ~~2011~~and ~~from $1~~gains.87 ~~million~~Total ~~for~~non-interest ~~the~~income ~~quarter ended December 31, 2010. Compensation costs~~ decreased by $59104,000, or 637.20%, ~~as staff costs were lower due~~ to ~~staff reductions and open positions. Federal deposit insurance assessments were~~ $47177,000 ~~lower~~in ~~due~~the tothree ~~lower~~month ~~rates~~period ended ~~that~~March ~~went into effect April 1~~31, ~~2011.~~2012 ~~These~~as ~~declines~~the ~~were~~prior ~~partially~~year’s ~~offset~~quarter byincluded ~~increases~~$94,000 in ~~professional~~ ~~fees~~gains ~~and provision for losses~~ on ~~and~~the ~~cost~~ sale of ~~real~~investment ~~estate acquired through foreclosure~~securities. ~~Professional~~Fees ~~fees were $104,000, or 66%, higher due to legal costs associated with increased foreclosure activity~~ and ~~collection~~service ~~activity.~~charges ~~The~~decreased ~~provision for losses on and cost of real estate acquired through foreclosure increased~~ $2920,000, ~~47%,~~during tothis ~~$91,000~~period inas ~~the~~fees ~~current quarter~~ from ~~$62,000 in~~ the ~~previous year~~Company’s ~~quarter~~leasing business declined due to ~~increased~~the ~~foreclosure~~run-off ~~activity~~of that portfolio. For the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012, total non-interest ~~expenses~~ ~~were~~income ~~only~~ was $1882,000, orlower ~~0.5%,~~than ~~higher~~the ~~than~~prior ~~compared~~year due to the prior ~~period.~~year ~~Similar~~including ~~trends~~$161,000 in ~~the~~gains ~~current~~on ~~quarter~~sale ~~were~~of ~~prevalent~~securities as compared to only $73,000 in the ~~six~~current ~~month period~~year.

~~Income Taxes~~Noninterest Expenses. Total ~~Income~~non-interest ~~tax~~expenses ~~expense was~~decreased ~~zero~~by ~~versus a tax benefit of~~ $~~231~~232,000, (or 3911.94%, ofto ~~pre-tax~~$1.8 ~~income)~~million for the ~~three~~quarter ~~month~~ended ~~periods~~March 31, 2012 from $2.0 million for the quarter ended ~~December~~March 31, 2011. ~~and~~Compensation costs decreased ~~2010~~$84,000, ~~respectively~~or 8.3%, ~~For~~as ~~the~~staff ~~six~~costs ~~month~~were ~~ended~~lower ~~December~~due ~~31,~~to ~~2011~~staff reductions and open positions. Federal deposit insurance assessments were $58,000 ~~income~~lower ~~tax~~due ~~expense~~to ~~was~~lower ~~zero~~rates ~~versus~~that awent ~~tax~~into ~~benefit~~effect April 1, 2011. The provision for losses on and cost of real estate acquired through foreclosure decreased $~~169~~131,000 ~~(or~~in the current quarter from $153,000 in the previous year’s quarter due to decreased 41foreclosure activity.1% ofFor ~~pre~~the nine months ended March 31, 2012, non-~~tax~~interest ~~income)~~expenses ~~for~~decreased ~~the~~by ~~same~~$204,000, ~~period~~or in3.5%, as compared to the prior ~~year~~period. ~~Income~~Compensation ~~tax~~costs ~~expense~~decreased ~~was~~$209,000, ~~zero~~as instaff ~~the~~costs ~~current~~were ~~three~~lower due to staff reductions and ~~six~~open ~~month~~positions. ~~periods~~Federal asdeposit ~~the~~insurance ~~Company~~assessments ~~fully~~were ~~reserved~~$148,000 ~~for~~lower ~~its~~due ~~deferred~~to ~~tax~~lower ~~asset~~rates asthat ofwent ~~December~~into 31effect April 1, 2011. The provision for losses on and ~~June~~cost 30of real estate acquired through foreclosure decreased $62,000 ~~2011.~~in ~~Accordingly~~the current nine month period from $239,000 in the ~~tax~~previous year’s comparative period due to decreased foreclosure activity. These declines were partially offset by ~~benefit~~increases onin ~~the~~professional ~~net~~fees. ~~loss~~Professional ~~for~~fees ~~three~~were ~~and~~$182,000, ~~six~~or 40.4%, higher for the nine months ended ~~December~~March 31, ~~2011~~2012 ~~was~~compared to ~~offset~~the byprior aperiod ~~similar~~due ~~reserve~~to legal costs associated with collection activity.

Income Taxes. Income tax expense was zero versus a tax benefit of $252,000 (or 40.1% of pre-tax loss) for the three month periods ended March 31, 2012 and 2011, respectively. For the nine month ended March 31, 2012, income tax expense was zero versus a tax benefit of $421,000 (or 40.5% of pre-tax loss) for the same period in the prior year. Income tax expense was zero in the current three and nine month periods due to a taxable loss in each period and the Company fully reserved for its deferred tax asset as of March 31, 2012 and June 30, 2011. Accordingly, the tax benefit on the net loss for three and nine months ended March 31, 2012 was offset by a similar reserve.

Liquidity and Capital Resources

An important component of the Company's asset/liability structure is the level of liquidity available to meet the needs of customers and creditors. The Company's Asset/Liability Management Committee has established general guidelines for the maintenance of prudent levels of liquidity. The Committee continually monitors the amount and source of available liquidity, the time to acquire it and its cost. Management of the Company seeks to maintain a relatively high level of liquidity in order to retain flexibility in terms of investment opportunities and deposit pricing. Because liquid assets generally provide lower rates of return, the Company's relatively high liquidity will, to a certain extent, result in lower rates of return on assets.

The Company's most ~~liquid~~ liquid assets are cash on hand and due from banks, interest-bearing deposits and Federal funds sold, which are short-term, highly ~~liquid~~ liquid investments with original maturities of less than three months that are readily convertible to known amounts of cash. The ~~levels~~ levels of these assets are dependent on the Company's operating, financing and investing activities during any given period. At ~~December~~ March 31, ~~2011~~2012, the Company's cash on hand and due from banks and interest-bearing deposits totaled $1924.58 million. In addition, the Company has approximately $4239.38 million of investment securities classified as available for sale, $2116.27 million of which are pledged as collateral at the Federal Reserve Bank’s discount window and $4.52 million of which are pledged as collateral for the Company’s federal funds line of credit.

The Company anticipates that it will have sufficient funds available to meet its current loan commitments of $10.86 million and unused lines of credit of $9.10 million. Certificates of deposit that are scheduled to mature in less than one year at ~~December~~ March 31, 2012 ~~2011~~ totaled $4340.42 million. Historically, a high percentage of maturing deposits have remained with the Company.

The Company's primary sources of funds are deposits and proceeds from maturing investment securities and mortgage-backed securities and principal and interest payments on loans. While maturities and scheduled amortization of mortgage-backed securities and loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, competition and other factors.

The Company, as the holding company for the Bank, has an annual cash requirement of approximately $654,000 for the payment of preferred dividends, as well as, interest payments on the $5.0 million in junior subordinated debentures. The only source of funds for the holding company is dividends from the Bank. The amount of dividends that can be paid to the holding company from the Bank is limited by the earnings of the Bank.

3332

On May 6, 2010, the Company’s Board of Directors determined to suspend regular quarterly cash dividends on the $6.0 million in Series A Preferred Stock and $300,000 in Series B Preferred Stock. The Company’s Board of Directors took this action in consultation with the Federal Reserve ~~Bank~~ Bank of Richmond as required by ~~recent~~ regulatory policy guidance.

On May 6, 2010, the Company’s Board of Directors determined to suspend interest payments on the trust preferred securities. The Company’s Board of Directors took this action in consultation with the Federal Reserve Bank of Richmond as required by ~~recent~~ regulatory policy guidance.

Under the terms of its trust preferred securities and its Series A and Series B preferred stock, while it has deferred dividends on the trust preferred securities and suspended dividends on its Series A and Series B preferred stock, it generally may not declare or pay any dividends or distributions on, or repurchase, its common stock.

The Bank had $63.45 million in borrowing ~~capacity~~ capacity with the Federal Home Loan Bank of Atlanta, with $9.0 million in borrowings outstanding, at ~~December~~March 31, ~~2011~~2012. These borrowings are secured by the Bank’s stock in the Federal Home Loan Bank of Atlanta and other eligible assets. In addition, the Bank has $2016.84 million in borrowing capacity at the Fed’s discount window at ~~December~~March 31, ~~2011~~2012. And finally, the Bank has a $4.0 million line of credit, none of which was outstanding at ~~December~~March 31, ~~2011~~2012, with Pacific Coast Bankers Bank.

As discussed in Note 10 - Regulatory Capital Requirements, the Bank and the holding company exceeded all regulatory minimum capital requirements.

Contingencies and Off-Balance Sheet Items

The Company is party to financial instruments with off-balance sheet risk including commitments to extend credit under both new facilities and under existing lines of credit. Commitments to fund loans typically expire after 60 days, commercial lines of credit are subject to annual reviews and home equity lines of credit are generally for a term of 20 years. These instruments contain, to varying degrees, credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

Off-balance sheet financial instruments whose contract amounts represent credit and interest rate risk are summarized as follows:

	December 31, 2011		June 30, 2011
	March 31, 2012		June 30, 2011
(in thousands)
Commitments to originate new loans	$	10,~~752~~624	$	8,645
Undisbursed lines of credit		9,~~092~~042		10,230
Financial standby letters of credit		~~1,288~~985		1,421

Item 3. Quantitative and Qualitative Disclosures About Market Risk

This item is not applicable as the Company is a smaller reporting company.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

3433

Changes to Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three and ~~six~~nine months ended ~~December~~March 31, ~~2011~~ 2012 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

3534

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

For information regarding the Company's risk factors, see Item 1A in the Company's Annual Report on Form 10-K for the year ended June 30, 2011. There have been no material changes to the Risk Factors disclosed in Item 1A of the Company's Annual Report on Form 10-K for the year ended June 30, 2011.

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

(a)

Exhibits

The following exhibits are filed herewith:

Exhibit Number		Title
3.1		Articles of Incorporation of Patapsco Bancorp, Inc. and Articles Supplementary (1)
3.2		Bylaws of Patapsco Bancorp, Inc., as amended (2)
4.1		Form of Common Stock Certificate of Patapsco Bancorp, Inc. (3)
4.2		Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of Patapsco Bancorp, Inc. (4)
4.3		Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (4)
4.4		Form of warrant to purchase 300.003 shares of common stock of Patapsco Bancorp, Inc. (4)
4.5		Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of Patapsco Bancorp, Inc. (4)
4.6		Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series B (4)
31.1		Rule 13a-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a) Certification of Chief Financial Officer
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to §906 of Sarbanes Oxley Act
101*		The following materials from Patapsco Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~December~~March 31, ~~2011~~2012 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated ~~Statement~~Statements of Comprehensive Loss; (iv) Consolidated Statements of Cash Flows; and (v) related Notes, tagged as blocks of text.

(1)	Incorporated herein by reference from the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2000 (File No. 0-28032).

(2)	Incorporated herein by reference from the Company’s Current Report on Form 8-K for the event on July 23, 2008, filed with the SEC on July 25, 2008 (File No. 0-28032).

(3) Incorporated herein by reference from the Company’s Registration Statement on Form 8-A filed with the SEC on April 25, 2006 (File No. 0-28032).

(4)	Incorporated by reference from the Company’s Current Report on Form 8-K for the event on December 18, 2008, filed with the SEC on December 23, 2008 (File No. 0-28032).

* Furnished, not filed.

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Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PATAPSCO BANCORP, INC.
Date: February 13, 2012
Date: May 15, 2012
	/s/ Michael J. Dee
	Michael J. Dee
	President and Chief Executive Officer
	/s/ William C. Wiedel, Jr.
	/s/ John M. Wright
	William C. Wiedel, Jr.
	John M. Wright
	Senior Vice President and Chief Financial Officer

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