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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

 

(Check one): ☒ Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☐ Form 10-Q   ☐ Form 10-D
  ☐ Form N-SAR   ☐ Form N-CSR            

 

For Period Ended: December 31, 2016

 

  ☐ Transition Report on Form 10-K            
  ☐ Transition Report on Form 20-F            
  ☐ Transition Report on Form 11-K            
  ☐ Transition Report on Form 10-Q            
  ☐ Transition Report on Form N-SAR            
 

For the Transition Period Ended:

                       
                       

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I - REGISTRANT INFORMATION
 
Bay Bancorp, Inc.
Full Name of Registrant
 
 
Former Name if Applicable
 
7151 Columbia Gateway Drive, Suite A
Address of Principal Executive Office (Street and Number)
 
Columbia, Maryland 21046
City, State and Zip Code

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒  (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
 (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Bay Bancorp, Inc. (the “Company”) is unable to prepare and file its Annual Report on Form 10-K within the prescribed time period because the Company requires additional time to complete the audit and presentation of its financial statements for the year ended December 31, 2016, along with the auditors’ analysis and review therof, in light of its acquisition of Hopkins Bancorp, Inc. and Hopkins Federal Savings Bank.

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification
   
  Joseph J. Thomas   410   494-2580
  (Name)   (Area Code)   (Telephone Number)
           
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
           
          ☒ Yes    ☐ No
           
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
           
          ☒ Yes    ☐ No
           

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company expects that its audited results of operations for the year ended December 31, 2016 will show net income of $1.76 million, compared to net income of $ 1.93 million for 2015. The change in 2016 over 2015 is reflective of an increase in net earning assets due to organic growth and the merger of another financial institution during the third quarter of 2016, offset by one-time merger related costs. The foregoing is qualified in its entirety by the full period-to-period comparisons that will be provided in the Company’s Annual Report on Form 10-K to which this Form 12b-25 relates.

 

 

 

  Bay Bancorp, Inc.  

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:   March 31, 2017   By   /s/ Joseph J. Thomas
            Joseph J. Thomas
            President and CEO

 

 

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).