TECHE HOLDING CO - FORM 10-Q

Attached files

file	filename
EX-32 - SECTION 906 CERTIFICATION - TECHE HOLDING CO	ex_32.htm
EX-31.1 - SECTION 302 CERTIFICATION - TECHE HOLDING CO	ex_31-1.htm
EX-31.2 - SECTION 302 CERTIFICATION - TECHE HOLDING CO	ex_31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended

March 31, 2011

¨	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 1-13712

TECHE HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Louisiana		72-128746
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1120 Jefferson Terrace Boulevard New Iberia, Louisiana			70560
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (337) 365-0366

N/A

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 ¨ 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.

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 4, 2011.

Class		2,084,448
$.01 par value common stock		Outstanding Shares

TECHE HOLDING COMPANY

QUARTERLY REPORT ON FORM 10-Q

INDEX

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

Unaudited Consolidated Balance Sheets as of March 31, 2011 and September 30, 2010		3
Unaudited Consolidated Statements of Income for the three and six months ended March 31, 2011 and 2010		4
Unaudited Consolidated Statements of Cash Flows for the six months ended March 31, 2011 and 2010		5
Notes to Unaudited Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	32

Item 4	Controls and Procedures	32

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	[Reserved]	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

Signatures

TECHE HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

	March 31, 2011			September 30, 2010*
ASSETS	(unaudited)

Cash and due from banks	$	15,127		$	15,420
Interest-bearing deposits		49,394			25,235
Securities available-for-sale at fair value		21,854			14,996
Securities held-to-maturity—at amortized cost (estimated fair value of $60,022 and $61,711)		58,090			59,566
Loans receivable—net of allowance for loan losses of $10,452 and $9,256		577,701			586,635
Accrued interest receivable		2,409			2,480
Investment in Federal Home Loan Bank stock, at cost		4,280			5,402
Real estate owned, net		2,039			1,181
Prepaid expenses and other assets		7,775			6,898
Goodwill		3,647			3,647
Life insurance contracts		13,606			13,310
Premises and equipment, net		26,230			26,754

TOTAL ASSETS	$	782,152		$	761,524

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits	$	610,892		$	579,355
Advances from Federal Home Loan Bank		83,585			100,017
Advance payments by borrowers for taxes and insurance		1,929			2,463
Accrued interest payable		355			429
Accounts payable and other liabilities		7,813			3,747

TOTAL LIABILITIES		704,574			686,011

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ EQUITY:
Preferred stock, 5,000,000 shares authorized, none issued		-			-
Common stock, $.01 par value, 10,000,000 shares authorized; 4,682,143 and 4,672,567 shares issued		47			47
Additional paid-in capital		52,968			52,685
Retained earnings		75,798			73,942
Unearned ESOP shares		(195	)		(326	)
Treasury stock, 2,597,983 and 2,591,081 shares - at cost		(51,088	)		(50,862	)
Accumulated other comprehensive loss on held-to-maturity securities		(428	)		(428	)
Accumulated other comprehensive income on available for sale securities		476			455

TOTAL STOCKHOLDERS’ EQUITY		77,578			75,513

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	782,152		$	761,524

See Notes to Unaudited Consolidated Financial Statements.

* derived from audited financial statements

TECHE HOLDING COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2011		2010		2011		2010

INTEREST INCOME:
Interest and fees on loans	$	9,103	$	9,603	$	18,467	$	19,333
Interest and dividends on investments		475		717		971		1,413
Other interest income		158		54		301		129
TOTAL INTEREST INCOME		9,736		10,374		19,739		20,875
INTEREST EXPENSE:
Deposits		1,394		1,820		2,857		3,751
Advances from Federal Home Loan Bank		969		1,120		2,048		2,256
TOTAL INTEREST EXPENSE		2,363		2,940		4,905		6,007
NET INTEREST INCOME		7,373		7,434		14,834		14,868

PROVISION FOR LOAN LOSSES		1,000		900		2,150		2,096

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		6,373		6,534		12,684		12,772

NON-INTEREST INCOME:
Total other-than temporary impairment losses		--		(8)		--		(374)
Portion of impairment losses recognized in other comprehensive income		--		--		--		262
Net impairment losses recognized in earnings		--		(8)		--		(112)
Service charges and other		3,584		3,698		7,263		7,515
Gain on sale of premises and equipment		--		--		103		--
Gain on sale of loans		10		--		19		--
Gain on securities		8		--		8		67
Other income		248		258		438		455
TOTAL NON-INTEREST INCOME		3,850		3,948		7,831		7,925

NON-INTEREST EXPENSE:
Compensation and employee benefits		4,196		4,273		8,193		8,270
Occupancy expense		1,538		1,570		2,918		3,093
Marketing and professional		794		756		1,534		1,417
FDIC premiums and assessments		225		241		448		635
Other operating expenses		1,165		1,140		2,407		2,206
TOTAL NON-INTEREST EXPENSE		7,918		7,980		15,500		15,621

INCOME BEFORE INCOME TAXES		2,305		2,502		5,015		5,076
INCOME TAXES		792		802		1,678		1,643
NET INCOME	$	1,513	$	1,700	$	3,337	$	3,433
BASIC EARNINGS PER COMMON SHARE	$	0.73	$	0.81	$	1.61	$	1.64
DILUTED EARNINGS PER COMMON SHARE	$	0.72	$	0.80	$	1.59	$	1.62

See Notes to Unaudited Consolidated Financial Statements.

TECHE HOLDING COMPANY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	For the Six Months
	Ended March 31,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,337		$	3,433
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of discount and amortization of premium on investments and mortgage-backed securities		(200	)		(92	)
Provision for loan losses		2,150			2,096
Provision for real estate owned		-			20
Impairment of securities		-			112
Gain on sale of land		(103	)		-
Gain on sale of OREO		(37	)		(2	)
Gain on sale of loans		(19	)		-
Gain on sale of equity securities		(8	)		(67	)
Depreciation		715			788
Excess tax benefits from share-based payment arrangements		(31	)		(36	)
Stock-based compensation		289			196
Change in accounts payable and other liabilities		4,066			(1,145	)
Change in life insurance contracts		(296	)		(293	)
Change in prepaid expenses and other assets		(877	)		(3,759	)
Change in accrued interest payable		(74	)		(295	)
Other – net		88			(244	)
Net cash provided by operating activities		9,000			712

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of mortgage-backed securities available for sale and equity securities		(9,024	)		(36	)
Purchase of securities held to maturity		(10,470	)		-
Principal repayments and proceeds from sale of mortgage-backed securities available for sale		1,971			3,065
Proceeds from sale of equity securities		58			384
Principal repayments of securities held to maturity		12,291			16,201
Net loan originations		4,271			(6,004	)
Purchase of loans		-			(1,127	)
Proceeds from sale of loan participations		869			1,142
Redemption (Purchase) of FHLB Stock		1,122			(329	)
Proceeds from sale of land		499			-
Proceeds from sale of OREO		840			762
Purchase of premises and equipment		(587	)		(873	)
Net cash provided by investing activities		1,840			13,185

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of ESOP loan		131			130
Net increase in deposits		31,537			1,274
Net decrease in FHLB advances		(16,432	)		(2,771	)
Net decrease in advance payments by borrowers for taxes and insurance		(534	)		(565	)
Dividends paid		(1,481	)		(1,473	)
Excess tax benefits from share-based payment arrangements		31			36
Proceeds from exercise of stock options		-			20
Purchase of common stock for treasury		(226	)		-
Net cash provided (used) by financing activities		13,026			(3,349	)

NET INCREASE IN CASH		23,866			10,548
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		40,655			23,675
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	64,521		$	34,223

Supplemental schedule of noncash investing activities:
Transfer from loans to real estate owned	$	1,730		$	1,463
Loans originated to finance/sell real estate owned		67			1,311

See Notes to Unaudited Consolidated Financial Statements.

TECHE HOLDING COMPANY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - PRINCIPLES OF CONSOLIDATION

The consolidated financial statements as of March 31, 2011 and September 30, 2010 and for the three and six months ended March 31, 2011 and 2010, include the accounts of Teche Holding Company (the “Company”) and its subsidiary, Teche Federal Bank (the “Bank”). The Company’s business is conducted principally through the Bank. All significant inter-company accounts and transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all information necessary for a complete presentation of consolidated financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the three and six months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other period. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010.

NOTE 3 - INCOME PER SHARE

Basic and diluted net income per share is computed based on the weighted average number of shares outstanding during each period. Diluted net income per share reflects the potential dilution that could occur if stock options were exercised, resulting in the issuance of common stock that then shared in the net income of the Company.

Following is a summary of the information used in the computation of basic and diluted income per common share for the three and six months ended March 31, 2011 and 2010 (in thousands).

	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2011		2010		2011		2010
Weighted average number of common shares outstanding - used in computation of basic income per common share		2,081		2,100		2,070		2,099
Effect of dilutive securities:
Common stock equivalents		17		18		23		18
Weighted average number of common shares outstanding plus effect of dilutive securities - used in computation of diluted net income per common share		2,098		2,118		2,093		2,117

For the three and six months ended March 31, 2011 and 2010, net income for determining diluted earnings per share was equivalent to net income. Options to purchase shares that have been excluded from the determination of diluted earnings per share because they are antidilutive (the exercise price is higher than the current market price) amount to approximately 104,000 and 192,000 for the three and six months ended March 31, 2011 and 2010, respectively.

NOTE 4 - COMPREHENSIVE INCOME

Comprehensive income includes net income and other comprehensive income which includes unrealized gains and losses on securities. Following is a summary of the Company’s comprehensive income for the three and six months ended March 31, 2011 and 2010 (in thousands).

	For Three Months					For Six Months
	Ended March 31,					Ended March 31,
	2011			2010		2011			2010

Net income	$	1,513		$	1,700	$	3,337		$	3,433
Reclassification of realized losses (gains), net of tax		(5	)		-		(5	)		(45	)
Noncredit portion of OTTI losses on held-to-maturity securities, net of tax		-			-		-			(173	)
Unrealized gains (losses), net of tax		57			38		26			(22	)
Total comprehensive income	$	1,565		$	1,738	$	3,358		$	3,193

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS

ASC (860) Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. This guidance also eliminates the concept of a qualifying special-purpose entity, and changes the requirements for derecognizing financial assets and requires additional disclosures.

ASC (860) was adopted by the Company on October 1, 2010. Earlier application was prohibited. The recognition and measurement provisions are being applied to transfers that occur on or after the effective date. The adoption of this standard did not have a material impact on the consolidated financial statements.

ASU-Accounting Standards Update (2010-06) Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (Jan 2010). This update provides amendments to Topic 820 that will provide more robust disclosures about (1) the different classes of assets and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements, and (4) the transfers between Levels 1, 2, and 3. The update is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company adopted the fair value disclosures guidance on January 1, 2010, except for the gross presentation of the Level 3 rollforward information which is not

required to be adopted by the Company until October 1, 2011. The adoption requires additional disclosure.

ASU - Accounting Standards Update (2010-20), Receivables (Topic 310): Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The objective of this ASU is for an entity to provide disclosures that facilitate financial statement users’ evaluation of the following: (1) the nature of credit risk inherent in the entity’s portfolio of financing receivables; (2) how that risk is analyzed and assessed in arriving at the allowance for credit losses; and (3) the changes and reasons for those changes in the allowance for credit losses.

To achieve these objectives, an entity should provide disclosures on a disaggregated basis on two defined levels: (1) portfolio segment; and (2) class of financing receivable. The ASU makes changes to existing disclosure requirements and includes additional disclosure requirements about financing receivables, including: (1) credit quality indicators of financing receivables at the end of the reporting period by class of financing receivables; (2) the aging of past due financing receivables at the end of the reporting period by class of financing receivables; and (3) the nature and extent of troubled debt restructurings that occurred during the period by class of financing receivables and their effect on the allowance for credit losses.

ASU – Accounting Standards Update (2011-01), Receivables (Topic 310), Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20: Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit losses, delays the effective date of the disclosures to be concurrent with the effective date of the guidance for determining what constitutes a troubled debt restructuring, as presented in proposed ASU Receivables (Topic 310): Clarifications to Accounting for Troubled Debt Restructurings by Creditors.

ASU – Accounting Standards Update (2011-02), Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring, provides additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. This standard should be applied to the first period beginning after June 15, 2011 and should be applied retrospectively to the beginning of the annual period in the year of adoption. The Company does not anticipate the standard having a material impact on the consolidated financial statements.

NOTE 6 – FAIR VALUE MEASUREMENTS

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale securities are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as securities held-to-maturity, loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting, other than temporary impairment accounting or impairments of individual assets.

This is a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Following is a description of valuation methodologies used for assets recorded at fair value.

Investment Securities

Securities available for sale are valued at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets. Securities held to maturity are valued using discounted cash flow models that use assumptions about prepayment speeds, coupon default rates, discount rates and timing and other assumptions that may affect the amounts of cash flows.

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC (310), “Accounting by Creditors for Impairment of a Loan.” The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At March 31, 2011, substantially all of the impaired loans were evaluated based on the fair value of the collateral less estimated costs to sell. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is

further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.

Other Real Estate Owned

OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of OREO expense.

	Fair Value		Fair Value Hierarchy
	At March 31, 2011		Level 1		Level 2		Level 3
(In thousands)
Assets valued on a recurring basis:
Mortgage-backed securities:
Government National Mortgage Assoc.	$	1,971	$	-	$	1,971	$	-
Federal Home Loan Mortgage Corp.		4,201		-		4,201		-
Federal National Mortgage Assoc.		12,652		-		12,652		-
		18,824		-		18,824		-

CMOs:
Government National Mortgage Assoc.		2,341		-		2,341		-
Other equity securities		689		689		-		-
Total AFS securities	$	21,854	$	689	$	21,165	$	-
Assets valued on a non-recurring basis:
Impaired loans		7,083		-		7,083		-
Total non-recurring	$	7,083	$	-	$	7,083	$	-

	Fair Value At September		Fair Value Hierarchy
	30, 2010		Level 1		Level 2		Level 3
(In thousands)
Assets valued on a recurring basis:
Mortgage-backed securities:
Government National Mortgage Assoc.	$	2,098	$	-	$	2,098	$	-
Federal Home Loan Mortgage Corp.		5,109		-		5,109		-
Federal National Mortgage Assoc.		4,669		-		4,669		-
		11,876		-		11,876		-

CMOs:
Government National Mortgage Assoc.		2,652		-		2,652		-
Marketable equity securities		468		468		-		-
Total recurring	$	14,996	$	468	$	14,528	$	-

Assets valued on a non-recurring basis:
CMOs: Private label	$	110	$	-	$	110	$	-
Impaired loans		6,484		-		6,484		-
Other real estate owned		760		-		760		-
Total non-recurring	$	7,354	$	-	$	7,354	$	-

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial

instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash - For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment Securities – See discussion in the beginning of Note 6 on the valuation of fair value of investment securities. Investment securities’ fair value equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans - See discussion in the beginning of Note 6 on the valuation of fair value of impaired loans. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers for the same remaining maturities. No adjustment has been made for illiquidity in the market for loans as there is no active market for many of the Company’s loans on which to reasonably base this estimate.

Federal Home Loan Bank Stock - Federal Home Loan Bank (FHLB) stock is recorded at cost and is periodically reviewed for impairment. No ready market exists for the FHLB stock. It has no quoted market value and is carried at cost. Cost approximates fair market value based upon the redemption requirements of the FHLB, and this investment is not considered impaired at March 31, 2011. The FHLB of Dallas is still redeeming stock.

Bank Owned Life Insurance- The carrying amounts of bank owned life insurance contracts approximate fair value.

Accrued Interest - The carrying amounts of accrued interest receivable and payable approximate fair value.

Deposits - The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturities certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Advances from Federal Home Loan Bank - The fair value of advances is estimated using rates currently available for advances of similar remaining maturities.

Commitments - The fair value of commitments to extend credit was not significant.

The estimated fair values of the Company’s financial instruments are as follows at March 31, 2011 and September 30, 2010:

	March 31, 2011				September 30, 2010
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value		Amount		Fair Value
(In thousands)
Financial assets:
Cash and cash equivalents	$	64,521	$	64,521	$	40,655	$	40,655
Investment securities		79,944		81,876		74,562		76,707
FHLB stock		4,280		4,280		5,402		5,402
Accrued interest receivable		2,409		2,409		2,480		2,480
Life Insurance contracts		13,606		13,606		13,310		13,310
Loans receivable, net		577,701		608,628		586,635		621,556

Financial liabilities:
Deposits		610,892		616,895		579,355		588,399
Advance from Federal Home Loan Bank		83,585		90,527		100,017		111,619
Accrued interest payable		355		355		429		429

NOTE 7 – SECURITIES

The amortized cost and estimated fair values of securities available-for-sale are as follows:

	March 31, 2011
			Gross		Gross			Estimated
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
(In thousands)
Mortgage-backed securities:
Government National Mortgage Assoc.	$	1,913	$	58	$	-		$	1,971
Federal Home Loan Mortgage Corp.		4,089		112		-			4,201
Federal National Mortgage Assoc.		12,510		190		(48	)		12,652
		18,512		360		(48	)		18,824

CMOs:
Government National Mortgage Assoc.		2,199		142		-			2,341
Other equity securities		422		269		(2	)		689
Total	$	21,133	$	771	$	(50	)	$	21,854

	September 30, 2010
			Gross		Gross		Estimated
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
(In thousands)
Mortgage-backed securities:
Government National Mortgage Assoc.	$	2,039	$	59	$	-	$	2,098
Federal Home Loan Mortgage Corp.		4,974		135		-		5,109
Federal National Mortgage Assoc.		4,448		221		-		4,669
		11,461		415		-		11,876

CMOs:
Government National Mortgage Assoc.		2,474		178		-		2,652
Other equity securities		372		96		-		468
Total	$	14,307	$	689	$	-	$	14,996

The amortized cost and estimated fair values of securities held-to-maturity are as follows:

	March 31, 2011
			Gross		Gross			Estimated
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
(In thousands)
Investment securities:
Time deposits other banks	$	33,629	$	-	$	-		$	33,629
Mortgage-backed securities:
Federal National Mortgage Assoc.		14,009		835		-			14,844
Federal Home Loan Mortgage Corp.		6,513		496		-			7,009
Private Label		1,671		351		(198	)		1,824
CMOs:
Federal Home Loan Mortgage Corp.		149		-		(4	)		145
Federal National Mortgage Assoc.		1,179		32		(1	)		1,210
Private Label		940		425		(4	)		1,361
Total	$	58,090	$	2,139	$	(207	)	$	60,022

	September 30, 2010
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
(In thousands)
Investment securities:
Federal Home Loan Bank	$	5,000	$	3	$	--		$	5,003
Time deposits other banks		24,219		--		--			24,219
Mortgage-backed securities:
Federal National Mortgage Assoc.		17,873		1,069		--			18,942
Federal Home Loan Mortgage Corp.		7,918		577		--			8,495
Private Label		1,841		291		(217	)		1,915
CMOs:
Federal Home Loan Mortgage Corp.		197		2		--			199
Federal National Mortgage Assoc.		1,343		67		--			1,410
Private Label		1,175		361		(8	)		1,528
Total	$	59,566	$	2,370	$	(225	)	$	61,711

Details concerning available-for-sale securities with unrealized losses as of March 31, 2011 are as follows:

	Securities with losses under 12 months					Securities with losses over 12 months				Total
(In thousands)	Fair value		Unrealized			Fair value		Unrealized		Fair value		Unrealized
Available-for-sale

Marketable equity securities	$	4	$	(2	)	$	-	$	-	$	4	$	(2	)
Mortgage-backed securities:
Federal National Mortgage Assoc.		3,884		(48	)		-		-		3,884		(48	)
	$	3,888	$	(50	)	$	-	$	-	$	3,888	$	(50	)

Details concerning held-to-maturity securities with unrealized losses as of March 31, 2011 are as follows:

	Securities with losses under 12 months					Securities with losses over 12 months					Total
(In thousands)	Fair value		Unrealized			Fair value		Unrealized			Fair value		Unrealized
Held-to-maturity

Investment securities:
Mortgage-backed securities:
Private Label	$	46	$	(6	)	$	682	$	(192	)	$	728	$	(198	)
CMOs:
Federal Home Loan Mortgage Corp.		145		(4	)		-		-			145		(4	)
Federal National Mortgage Assoc.		187		(1	)		-		-			187		(1	)
Private Label		549		(4	)		7		-			556		(4	)
	$	927	$	(15	)	$	689	$	(192	)	$	1,616	$	(207	)

There were no available-for-sale securities with unrealized losses as of September 30, 2010.

Details concerning held-to-maturity securities with unrealized losses as of September 30, 2010 are as follows:

	Securities with losses under 12 months					Securities with losses over 12 months					Total
(In thousands)	Fair value		Unrealized			Fair value		Unrealized			Fair value		Unrealized
Held-to-maturity

Investment securities:
Private Label	$	53	$	(18	)	$	809	$	(199	)	$	862	$	(217	)
CMOs:
Private Label		368		(6	)		8		(2	)		376		(8	)
	$	421	$	(24	)	$	817	$	(201	)	$	1,238	$	(225	)

The Bank had a total of 34 securities classified as held-to-maturity in an unrealized loss position; with total gross unrealized losses of $207,000 as of March 31, 2011.

Management of the Company has asserted that they have no intent to sell impaired securities and it is more likely than not that impaired securities will not be required to be sold. These unrealized losses generally result from changes in market interest rates and as a result of the disruption in the existing mortgage securities market due to illiquidity in certain sectors of that market. The unrealized losses associated with investment securities issued by government sponsored enterprises (GSE) are caused by changes in interest rates and are not considered credit related since the contractual cash flows of these investments are guaranteed by these agencies. GSE’s have access to additional capital and liquidity resources from the U.S. Treasury, which indicates that they will be able to honor their guarantees, related to the contractual cash flows of the MBS that they have issued. In the case of securities issued by the Government National Mortgage Association, the securities are fully guaranteed by the U.S. Government.

The private label mortgage backed securities and CMOs are not backed by the full faith and credit of the U.S. Government. For each private label security, duration of the impairment, credit support and cash flows were assessed to determine whether the security was temporarily or other than temporarily impaired. Management evaluates the actual mortgage delinquencies, foreclosures, and real estate owned for each security, as well as future expected losses in the underlying mortgage collateral to determine if there is a high probability for expected losses and contractual shortfalls of interest or principal, which could warrant further recognition of impairment. Based upon such evaluation, it was determined that some securities have been other-than-temporarily impaired and a corresponding charge to earnings for credit related impairment was recognized with the non-credit related impairment recognized in other comprehensive income. There were no realized credit losses in the private label securities portfolio for the six months ended March 31, 2011. In the performance of cash flow analysis on private label securities, management determined that none of the impaired securities had non-credit losses that were required to be recognized in other comprehensive income for the six months ended March 31, 2011. All private label securities that have not been written down have been determined to have sufficient credit support and cash flows to recover the amortized cost of the related securities.

The amortized cost and estimated fair value of available-for-sale securities by contractual maturity at March 31, 2011, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

(In thousands)	Amortized Cost		Fair Value
Due within one year	$	-	$	-
Due after one year but within five years		-		-
Due after five years within ten years		-		-
Due after ten years		-		-
Total		-		-

Mortgage-backed securities		20,711		21,165
Equity securities		422		689
Total	$	21,133	$	21,854

The amortized cost and estimated fair value of held-to-maturity securities by contractual maturity at March 31, 2011, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

(In thousands)	Amortized Cost		Fair Value
Due within one year	$	19,729	$	19,729
Due after one year but within five years		13,900		13,900
Due after five years within ten years		-		-
Due after ten years		-		-
Total		33,629		33,629

Mortgage-backed securities		24,461		26,393
Total	$	58,090	$	60,022

There were no impairment losses in the equity securities portfolio for the three and six months ended March 31, 2011. Management will continue to monitor the equity securities and make an impairment adjustment if deemed necessary based upon the prospects for recovery and the duration and severity of the unrealized losses.

The following table presents a roll-forward of the amount of credit losses on the Bank’s investment securities recognized in earnings for the six months ended March 31, 2011 (in thousands).

Beginning balance of credit losses	$	1,442
Other-than-temporary impairment credit losses		-
Reduction for realized losses		(133	)
Ending balance of cumulative credit losses recognized in earnings	$	1,309

The assumptions used to estimate credit related losses are based on estimates obtained from third parties and cash flow projections. The assumptions used to determine the cash flows were based on estimates of loss severity, credit default, and prepayment speeds developed from third party servicers’ reports.

NOTE 8-LOANS

Loans Receivable

Loans receivable are summarized as follows:

	Mar ‘11		%Total			Sept ‘10		%Total

Commercial real estate loans	$	114,726		19.5	%	$	118,858		19.9	%
Commercial non-real estate loans		24,813		4.2	%		30,929		5.2	%
Commercial-construction loans		6,556		1.1	%		5,526		0.9	%
Commercial-land		18,865		3.2	%		19,004		3.2	%
Residential-construction loans		4,457		0.8	%		4,320		0.7	%
Residential-real estate loans		341,650		57.9	%		337,885		56.6	%
Consumer-Mobile home loans		38,924		6.6	%		40,094		6.7	%
Consumer-other		39,731		6.7	%		40,807		6.8	%
Total Loans		589,722		100.0	%		597,423		100.0	%
Less:
Allowance for loan losses		10,452				$	9,256
Deferred loan fees		1,569					1,532
Total Net Loans	$	577,701				$	586,635

Commercial non-real estate loans declined $6.1 million mainly due to loan payoffs from one customer relationship totaling $4.1 million. Residential real estate loans increased $3.8 million mainly due to originations of 15 year term conforming one-to-four family mortgage loans. At March 31, 2011 approximately $263 million of loans receivable were pledged as collateral securing advances from the FHLB.

CREDIT QUALITY OF LOANS AND ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are as follows:

	Six Months Ended March 31,
(in 000’s)	2011			2010
Beginning ALLL	$	9,256		$	6,806
Provision for Loan Losses		2,150			2,096
Recoveries		41			10
Charge-offs		(995	)		(659	)
Ending ALLL	$	10,452		$	8,253

The amount of nonaccrual loans at March 31, 2011 and September 30, 2010 was approximately $14.2 million and $14.1 million, respectively. The Company had total impaired loans of approximately $12.8 million and $10.5 million at March 31, 2011 and September 30, 2010, respectively. Specific reserves allocated to impaired loans totaled approximately $2.9 million and $2.1 million as of March 31, 2011 and September 30, 2010, respectively. Impaired loans totaling approximately $2.8 million and $2.0 million had no specific reserves allocated as of March 31, 2011 and September 30, 2010, respectively. Interest

recognized on impaired loans totaled $15,000 for the six months ended March 31, 2011, which included $3,000 recognized on the $7.1 million of impaired loans net of allowance for loan loss, which represents the portion of impaired loans with an allowance recorded at March 31, 2011. Interest recognized on impaired loans consists of accrued but uncollected interest on loans that are performing at this time. Two commercial loans totaling $1.5 million were classified as troubled debt restructurings due to a modification of terms allowing the customer to make interest only payments for an amount of time. One large commercial loan totaling $1.7 million was classified as a troubled debt restructuring due to an extension of maturity date and amount borrowed. One customer relationship with three residential real estate loans totaling $358,000 was modified by an extension of term, and reduction in interest rate to obtain a lower payment for the customer. The effect on net interest income of troubled debt restructurings is insignificant for the six months ended March 31, 2011.

Allowance for Loan Losses and Recorded Investment in Loans for the six months ended March 31, 2011

The allowance for possible loan losses is a reserve established through a provision for possible loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of the allowance for possible loan losses is designed to account for credit deterioration as it occurs. The provision for possible loan losses reflects loan quality trends, potential problem loans, and criticized loans and net charge-offs, among other factors. The provision for possible loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for possible loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

The table below provides an allocation of the quarter-end allowance for possible loan losses by loan type; however, allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories:

	Real Estate
(in thousands)	Commercial-real estate		Commercial-construction		Commercial-Land		Residential-construction		Residential-real estate		Commercial-non real estate		Consumer-Mobile Homes		Consumer-Other		Total
Allowance for loan losses:

Beginning Balance		2,402		68		1,076		61		4,173		327		640		509		9,256
Charge-offs		229		-		-		-		520		133		98		15		995
Recoveries		-		-		-		-		33		-		2		6		41
Provision		910		60		494		8		504		32		75		67		2,150
Ending balance		3,083		128		1,570		69		4,190		226		619		567		10,452

Ending balance allocation:
Individually evaluated for impairment		1,216		51		1,382		-		290		-		-		-		2,939

Collectively evaluated for impairment	$	1,867	$	77	$	188	$	69	$	3,900	$	226	$	619	$	567	$	7,513

Loan: Ending Balance Collectively evaluated for impairment		110,340		5,484		12,517		4,457		340,897		24,545		38,924		39,731		576,895

Ending Balance individually evaluated for impairment		4,386		1,072		6,348		-		753		268		-		-		12,827

Credit Quality Indicators

As of March 31, 2011

Commercial Credit Exposure

Credit Risk Profile by Internally Assigned Grade

Prime – Credits secured by cash (accounts held in the Bank), stocks, bonds (companies with debt ratings of (“A” or better), U.S. Government securities with advance rates within bank policy and cash value of insurance policies (with sound AM Best rating).

Excellent – Demonstrates exceptional credit fundamentals, including stable and predictable profit margins and cash flows, strong liquidity and conservative balance sheet. Significant historical cash flow coverage of existing and pro-forma debt service coverage. Credits rated Excellent will have a strong primary source of repayment usually consisting of strong historical cash flows along with strong secondary and tertiary repayment sources. Subsequent repayment sources could consist of financially strong guarantors, low loan to value ratios on collateral with a strong secondary market or resale source. Companies fitting the profile of minimal risk will have low leverage, a defined management succession plan and a broad product mix.

Average – Borrowers that fit this classification would most likely be a typical middle market business or high net worth individual. Loans would typically be secured and may have some reliance on inventory. Cash flow is adequate to service debt but may be susceptible to some deterioration due to cyclical, seasonal or economic events. Management is experienced but is concentrated in a few key people. Credits fitting this classification would typically have at least one very strong repayment source and a good secondary repayment source. Company product mix may lack diversity. The majority of loans fall within this classification. Annual financial statements on the borrower and guarantor(s) should be obtained.

Satisfactory – Displays an acceptable degree of risk in the short-term. Unfavorable characteristics may exist, however, these are offset by the positive trends. Some unpredictability in earnings and cash flow may exist. Leverage may be higher than typical in the industry and liquidity less than desirable. Management, while competent, may not be experienced and lack depth. Secondary and tertiary sources of repayment may be limited. Companies in a start-up situation typically fit this classification. Other characteristics of this classification would be companies with volatility in earning and/or increasing leverage.

Special Mention – A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special Mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

Substandard - Assets classified Substandard have a well-defined weakness or weaknesses. A Substandard asset is inadequately protected by the current net worth or paying capacity of the obligor or pledged collateral, if any. It is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Weaknesses are to be based upon objective evidence.

Doubtful - Assets classified Doubtful have all of the weaknesses inherent in those classified Substandard. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of the currently existing facts, conditions and values.

Loss - Assets classified as Loss are considered uncollectible, or of such little value that the continuance of the loan or Other Asset on the books of the Bank is not warranted. Some recovery of funds could be possible in the future, but the amount and probability of this recovery are not determinable, thus leaving little justification for the assets to remain on the books.

A Loss classification does not mean that an asset has no recovery or salvage value, but simply that it is not practical or desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be effected in the future.

Commercial Loans

Our underwriting philosophy is centered primarily around the borrower’s ability to generate adequate cash flow to service the debt in accordance with the terms and conditions of the loan agreement. Understanding the borrower’s businesses along with their level of experience and the background of the principals is also a part of our lending philosophy. Generally, our loans are secured by collateral and we assess the market value of the collateral and the strength it brings to the loan. We generally require personal guarantees of the principals assessing the financial strength and liquidity of each guarantor as part of our process.

Common risks to each class of commercial loans include risks that are not specific to the individual transactions such as general economic conditions within our markets. There are risks associated with each individual transaction such as a change in marital status, disability or death of the borrower and the loss of value of our collateral due to market conditions.

In addition to these common risks, additional risks are inherent in certain types of commercial loans.

Commercial Construction and Land Development:

Commercial construction and land development loans are dependent upon the supply and demand for commercial real estate in the markets we serve as well as the demand for newly constructed residential homes and lots. A continuing decrease in demand could result in significant decreases in the underlying collateral values and make repayment of the outstanding loans more difficult for our borrowers.

Commercial Mortgage and C&I Loans:

The repayment of commercial mortgage and C&I loans is primarily dependent upon the ability of our borrowers to produce cash flow consistent with original projections analyzed during the credit underwriting process. While our loans are generally secured by collateral with limitations on maximum loan to value, there is the risk that liquidation of the collateral will not fully satisfy the loan balance.

Non-owner occupied nonresidential and multifamily properties:

Loans secured by non-residential properties such as office buildings, and loans secured by multifamily housing are dependent upon the ability of the property to produce enough cash flow sufficient to service the debt. These types of properties are generally susceptible to high unemployment or generally weak economic conditions which can result in high vacancy rates.

Non-commercial loans

Most of our non-commercial loans are centrally underwritten. When assessing credit risk, we analyze certain factors relating to credit performance such as payment history, credit utilization, length of credit history. Since most of our non-commercial loans are secured, we evaluate the likely market value of the collateral. Common risks that are not specific to individual loan transactions include economic conditions within or markets, particularly unemployment and potential declines in real estate values. Personal events such as disability or death and a change in marital status also add risk to non-commercial loans.

In addition to these common risks, additional risks are inherent in certain types of non-commercial loans.

Revolving Mortgages:

Revolving loans such as HELOCs may be secured by first and junior liens on residential real estate making such loans susceptible to deterioration in residential real estate values. Additional risks include lien perfection deficiencies. Further, open end lines of credit have the inherent risk that the borrower may draw on the lines in excess of their collateral value particularly in a deteriorating real estate market.

Consumer Loans:

Consumer loans include loans secured by personal property such as automobiles, mobile homes, and other title recreational vehicles such as boats, RV’s and motorcycles. Consumer loans also may include unsecured loans. The value of the underlying collateral within this group of loans is especially volatile due to the potential rapid depreciation in values.

Residential Construction and Permanent Mortgages:

Residential mortgages are typically secured by 1-4 family residential property and residential lots. Declines in market value can result in residential mortgages in excess of the property securing the loan. Residential construction loans can experience delays in construction and cost overruns that can exceed the borrower’s financial ability to complete the home leading to unmarketable collateral.

Commercial Credit Exposure

Credit Risk Profile by Internally Assigned Grade

	Commercial-Land		Commercial- Construction		Commercial-Non-Real Estate		Commercial-Real-Estate		Total		% Total

Prime	$	-	$	-	$	2,828	$	-	$	2,828	1.7	%
Excellent		-		-		92		44		136	0.1
Average		7,398		5,040		18,102		78,134		108,674	65.9
Satisfactory		4,335		68		1,649		28,980		35,032	21.2
Special Mention		783		376		2,038		3,182		6,379	3.9
Substandard		4,967		1,021		99		3,170		9,257	5.6
Doubtful		-		-		-		-		-	0.0
Loss		1,382		51		5		1,216		2,654	1.6
	$	18,865	$	6,556	$	24,813	$	114,726	$	164,960	100.0	%

Consumer Credit Exposure Credit Risk Profile

By Creditworthiness Category

(in thousands)	Residential-Real-Estate Construction		Residential-Prime		Total

Grade:
Pass	$	4,457	$	337,630	$	342,087
Special Mention		-		229		229
Substandard		-		3,448		3,448
Loss		-		343		343
	$	4,457	$	341,650	$	346,107

Consumer Credit Exposure

Credit Risk Profile Based on Payment Activity

(in thousands)	Consumer-Mobile Homes		Consumer-Other Loans		Total

Performing	$	38,454	$	39,498	$	77,952
Nonperforming		470		233		703
	$	38,924	$	39,731	$	78,655

Age Analysis of Past Due Loans

As of March 31, 2011

(in thousands)	30-89 Days Past Due		Greater than 90 days Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 days and Accruing

Commercial real estate loans	$	361	$	2,897	$	3,258	$	111,468	$	114,726	$	-
Commercial non-real estate loans		-		840		840		23,973		24,813		492
Commercial-construction loans		-		1,072		1,072		5,484		6,556		-
Commercial-land		-		6,348		6,348		12,517		18,865		245
Residential-construction loans		-		-		-		4,457		4,457		-
Residential-real estate loans		4,756		3,436		8,192		333,458		341,650		361
Consumer-Mobile home loans		960		471		1,431		37,493		38,924		-
Consumer-other		275		233		508		39,223		39,731		-
Totals:	$	6,352	$	15,297	$	21,649	$	568,073	$	589,722	$	1,098

The recorded investment in loans past due greater than 90 days and still accruing at September 30, 2010 was $805 thousand.

Impaired Loans

For the Quarter ended March 31, 2011

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized

With no related allowance recorded:
Commercial real estate loans	$	1,263	$	1,263	$	-	$	1,295	$	1
Commercial non-real estate		268		268		-		275		1
Commercial-construction loans		763		763		-		763		-
Commercial-land		306		306		-		306		10
Residential-real estate loans		205		205		-		205		-
Subtotal:	$	2,805	$	2,805	$	-	$	2,844	$	12
With an allowance recorded:
Commercial real estate loans	$	3,123	$	3,123	$	1,216	$	3,108	$	3
Commercial non-real estate		-		-		-		-		-
Commercial-construction loans		309		309		51		309		-
Commercial-land		6,042		6,042		1,382		6,042		-
Residential-real estate loans		548		548		290		548		-
Subtotal:	$	10,022	$	10,022	$	2,939	$	10,007	$	3
Totals:
Commercial	$	12,074	$	12,074	$	2,649	$	12,098	$	15
Residential		753		753		290		753		-
Grand Total:	$	12,827	$	12,827	$	2,939	$	12,851	$	15

Modifications

As of March 31, 2011

(in thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment


Troubled debt restructuring occurring during the six months ended March 31, 2011:
Commercial real estate loans		3	$	3,152	$	2,254
Residential real estate loans		3		358		358
		6	$	3,510	$	2,612

Loans on Nonaccrual Status

At March 31, 2011 and September 30, 2010

(in thousands)	March 31, 2011		September 30, 2010

Commercial real estate loans	$	2,897	$	1,640
Commercial non-real estate loans		348		154
Commercial-construction loans		1,072		1,066
Commercial-land		6,103		6,042
Residential-construction loans		-		-
Residential-real estate loans		3,075		4,594
Consumer-Mobile home loans		471		458
Consumer-other		233		184
Grand Total:	$	14,199	$	14,138

A significant amount of nonaccrual loans in 2010 and 2011 is related to a $6.2 million commercial credit relationship involving a residential land development and five show homes in the Baton Rouge market area, the borrower of which filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believe”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Those risks and uncertainties include financial market volatility, changes in interest rates, risk associated with the effect of opening new branches, the ability to control costs and expenses, potential changes in regulation which could result in increased expenses and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events. The Company is a “smaller reporting company” as defined by Item 10 of Regulation S-K and its financial statements were prepared in accordance with instructions applicable for such companies.

The Company’s consolidated results of operations are primarily dependent on the Bank’s net interest income, or the difference between the interest income earned on its loan, mortgage-backed securities and investment securities portfolios, and the interest expense paid on its savings deposits and other borrowings. Net interest income is affected not only by the difference between the yields earned on interest-earning assets and the costs incurred on interest-bearing liabilities, but also by the relative amounts of such interest-earning assets and interest-bearing liabilities.

Other components of net income include: provisions for losses on loans; non-interest income (primarily, service charges on deposit accounts and other fees, net rental income, and gains and losses on investment activities); non-interest expenses (primarily, compensation and employee benefits, federal insurance premiums, office occupancy expense, marketing expense and expenses associated with foreclosed real estate) and income taxes.

Earnings of the Company also are significantly affected by economic and competitive conditions, particularly changes in interest rates, government policies and regulations of regulatory authorities. References to the “Bank” herein, unless the context requires otherwise, refer to the Company on a consolidated basis.

RECENT DEVELOPMENTS

On December 16, 2010, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”) whereby the Bank would convert its existing federal savings bank charter to that of a Louisiana commercial bank charter (the “Charter Conversion”). Upon completion of the Charter Conversion, the Bank would become a Louisiana state-chartered commercial bank regulated by the Commissioner of the Office of Financial Institutions of the State of Louisiana (the “Commissioner”) and the Federal Deposit Insurance Corporation (“FDIC”). Upon completion of the Charter Conversion and approval by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) of the Company’s bank holding company application, the Company will become a bank holding company regulated by the Federal Reserve Board. Completion of the Charter Conversion is subject to, among other conditions, the approval of the Commissioner and the Federal Reserve Board. There will be no changes to the directors, officers or employees of the Bank as a result of the Charter Conversion. The Bank’s FDIC insurance coverage, and rates and terms of loans and deposits, will not change as a result of the Charter Conversion. As a result of being regulated by the Commissioner, the Bank expects its annual supervisory assessment to decrease by approximately $100,000. The Charter Conversion is expected to be completed in the second calendar quarter of 2011.

The Federal Reserve Board has adopted capital adequacy guidelines under which it assesses the adequacy of capital in examining and supervising bank holding companies and in processing applications to it under the Bank Holding Company Act. The Federal Reserve’s capital adequacy guidelines are similar to those imposed on the Bank by the Office of Thrift Supervision (“OTS”). In addition, under Federal Reserve Board policy, a bank holding company is expected to serve as a source of financial strength to each of its subsidiary banks and to commit resources to support each such bank. Consistent with its source of strength policy for subsidiary banks, the Federal Reserve Board has stated that, as a matter of prudent banking, a bank holding company generally should not maintain a rate of cash dividends unless its net income available to common shareholders has been sufficient to fund fully the dividends, and the prospective rate of earnings retention appears to be consistent with the corporation’s capital needs, asset quality and overall financial condition. Federal banking laws and regulations do not currently impose similar requirements on the Company at this time.

COMPARISON OF FINANCIAL CONDITION

The Company’s total assets at March 31, 2011 amounted to $782.2 million, an increase of $20.6 million or 2.71% as compared to $761.6 million at September 30, 2010. The increase was primarily due to increases in interest-bearing deposits at other banks and available-for-sale securities.

Securities available-for-sale totaled $21.9 million and securities held to maturity totaled $58.1 million at March 31, 2011, which, combined, represented an increase of $5.4 million or 7.22% as compared to September 30, 2010. The increase was primarily due to purchases of interest bearing certificates of deposit at other banks and available for sale securities offset by normal principal repayments on the existing portfolio.

Loans receivable totaled $577.7 million at March 31, 2011, which represented a decrease of $8.9 million or 1.52% compared to September 30, 2010. The decrease was due primarily to an overall decrease in commercial loans offset slightly by increases in one-to-four family mortgage loans.

Premises and equipment decreased $0.5 million or 1.96% due to depreciation offset by equipment purchases.

Total deposits, after interest credited, at March 31, 2011 were $610.9 million, which represented an increase of $31.5 million or 5.44% as compared to September 30, 2010. The increase was due to increases in non-interest bearing checking, interest bearing checking, and savings accounts offset somewhat by decreases in money market and time deposit accounts. The weighted average remaining maturity on our time deposit portfolio is approximately 20 months.

Advances from the FHLB decreased $16.4 million or 16.43% as compared to the amount at September 30, 2010. The decrease was due to a maturity of a $10.0 million advance and a $3.0 million advance along with normal principal payments on existing advances.

Stockholders’ equity was $77.6 million at March 31, 2011 and $75.5 million at September 30, 2010. The increase was due primarily to net income less dividend payments of $1.5 million.

COMPARISON OF EARNINGS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2011 AND 2010

Net Income. The Company had net income of $1.5 million or $0.72 per diluted share, and $3.3 million or $1.59 per diluted share, for the three and six months ended March 31, 2011 as compared to net income of $1.7 million or $0.80 per diluted share, and $3.4 million or $1.62 per diluted share, for the three and six month periods ended March 31, 2010, respectively. The changes affecting net income are discussed in the following paragraphs by category.

Total Interest Income. Total interest income decreased $0.6 million or 6.15% and $1.1 million or 5.44% for the three and six months ended March 31, 2011, respectively, as compared to the same periods ended March 31, 2010. The average yield on loans decreased to 6.17% and 6.23%, respectively, for the three and six months ended March 31, 2011, from 6.40% and 6.45%, respectively, for the same periods in 2010. Loan yields have trended downward because of the low interest rate environment.

Total Interest Expense. Total interest expense decreased $0.6 million or 19.63% and $1.1 million or 18.35%, respectively, for the three and six month periods ended March 31, 2011 as compared to the same periods in the prior fiscal year. The average cost of deposits decreased for the three and six months ended March 31, 2011 as compared to the same periods in the prior fiscal year. The decrease was due mainly to the average cost of deposits decreasing to 1.08% and 1.12% for the three and six months ended March 31, 2011 compared to 1.42% and 1.47%, for the same periods in 2010. Interest rates have steadily decreased affecting the Bank’s pricing of deposits. The decrease in Federal Home Loan Bank advances has also contributed to the decrease in total interest expense.

Net Interest Income. Net interest income decreased $61,000 or 0.82% and $34,000 or 0.23%, respectively, for the three and six month periods ended March 31, 2011, as compared to the same periods ended March 31, 2010. The decrease in net interest income was primarily due to a decrease in loan volume and a decrease in loan income and a decrease in rates on interest earning assets offset mostly by a decrease in the cost of interest bearing liabilities.

Provision for Loan Losses. Management recorded a $2.2 million provision for the fiscal year to date as compared to a provision of $2.1 million for the first half of fiscal 2010, due primarily to management’s assessment of the loan portfolio for probable losses. The ratio of the allowance for loan losses to total loans at March 31, 2011 was 1.78% compared to 1.55% at September 30, 2010 and 1.37% at March 31, 2010. The increase in the ratio of the allowance for loan losses to total loans has primarily been driven by the increase in non-performing loans and also by the current economic conditions affecting our markets. While the oil spill in the Gulf and the resulting moratorium on drilling has not had a direct effect on any of our customers, the current economic stress and uncertainty due to these events is considered in our analysis of adequacy of the allowance for loan and lease losses.

The calculation that supports the adequacy of the ALLL includes management’s best estimates that are applied to known portfolio elements. The bank employs a 9-point grading system to track as accurately as possible the inherent quality of the loan portfolio. The application of a nine point system is used on all accounts in the commercial loan portfolio. Values of “1” or “2” are considered to be substantially risk free. Average and acceptable risk loans are assigned point values of “3” and “4”, Loans with some document deficiencies or are of modest financial strength are assigned a rating of “5”. Point values of 6, 7, 8, and 9 are assigned, respectively, to loans classified as special mention, substandard, doubtful, and loss. Consumer loans are only assigned risk ratings of “6” or worse, based on payment history. In addition, management considers other trends such as local economic conditions, the risk rating of the loan portfolios as discussed above, amounts and trends in non-performing assets and concentration factors.

Management regularly estimates the likely level of losses to determine whether the allowance for loan losses is adequate to absorb probable losses in the existing portfolio. Based on these estimates, an amount is charged or credited to the provision for loan losses and credited or charged to the allowance for loan losses in order to adjust the allowance to a level determined to be adequate to absorb probable losses. There have been no significant changes in the Company's estimation methods during the current period.

Management’s judgment as to the level of the allowance for loan losses involves the consideration of current economic conditions and their potential effects on specific borrowers, an evaluation of the existing relationships among loans, known and inherent risks in the loan portfolio and the present level of the allowance, results of examination of the loan portfolio by regulatory agencies and management’s internal review of the loan portfolio. In determining the collectibility of impaired loans, management also considers the fair value of any underlying collateral. In addition, management considers changes in loan concentrations, the level of and trends in non-performing loans during the period, the Bank’s historical loss experience and historical charge-off percentages for state and national savings associations for similar types of loans in determining the appropriate amount of the allowance for loan losses. Because certain types of loans have higher credit risk, greater concentrations of such loans may result in an increase to the allowance. For this reason, management segregates the loan portfolio by type of loan and number of days of past due loans. Non-performing loans as a percent of total loans were 2.65% at March 31, 2011, compared to 2.47% at September 30, 2010 and 2.67% at March 31, 2010. Non-performing loans includes a $6.2 million commercial credit relationship involving a residential land development and five show homes in the Baton Rouge market area the borrower of which filed for protection under Chapter 11 Bankruptcy, which represents 1.08% of the 2.65% of non-performing loans to total loans at March 31, 2011.

Non-Interest Income. Total non-interest income decreased $98,000 and decreased $94,000 for the three and six month periods ended March 31, 2011, respectively as compared to the same periods in 2010. The decrease in the current period is attributable to a decrease in service charge income, partially offset by lower impairment losses on securities and a gain on a sale of land. The decrease in service charge income was due to a decrease in debit card volume and a change in the way the Bank assesses non-sufficient funds fees.

Non-Interest Expense. Total non-interest expense decreased $62,000 and $121,000, respectively, during the three and six months ended March 31, 2011, as compared to the same periods in 2010. The decrease was due primarily to a decrease in FDIC insurance expense, and occupancy expense along with a decrease in compensation and employee benefits.

Income Tax Expense. Income tax expense decreased by $10,000 for the three months and increased by $35,000 for the six month period ended March 31, 2011 as compared to the same periods in 2010. The decrease in tax expense for the three months was due to lower pretax income as compared to the same period in 2010. The increase in tax expense for the six months was due to using a higher income tax rate and lower relative percentage of tax exempt income. The Company’s effective tax rate was 34.4% and 33.5% for the three and six months ended March 31, 2011 respectively as compared to 32.1% and 32.4% for the comparable 2010 periods.

LIQUIDITY AND CAPITAL RESOURCES

Under current Office of Thrift Supervision regulations, the Bank is required to maintain certain levels of capital. At March 31, 2011 the Bank was in compliance with its three regulatory capital requirements as follows:

(000’s)

	Amount		Percent

Tangible capital	$	66,297	8.54	%
Tangible capital requirement		11,638	1.50	%
Excess over requirement		54,659	7.04	%

Core capital	$	66,297	8.54	%
Core capital requirement		31,035	4.00	%
Excess over requirement	$	35,262	4.54	%

Risk based capital	$	72,841	13.94	%
Risk based capital requirement		41,810	8.00	%
Excess over requirement	$	31,031	5.94	%

For the Bank to be well capitalized under current risk-based capital standards, it is required to have Tier I capital of at least 6% and total risk-based capital of 10%. Based on these standards, the Bank is categorized as well capitalized at March 31, 2011. Management believes that under current regulations, the Bank will continue to meet its minimum capital requirements in the foreseeable future. Events beyond the control of the Bank, such as increased interest rates or a downturn in the economy in areas in which the Bank operates could adversely affect future earnings and as a result, the ability of the Bank to meet its future minimum capital requirements.

The Bank’s liquidity is a measure of its ability to fund loans, pay withdrawals of deposits, and other cash outflows in an efficient, cost effective manner. The Bank’s primary sources of funds are deposits, scheduled amortization and prepayments on loan and mortgage-backed securities, and advances from the FHLB. As of March 31, 2011, FHLB borrowed funds totaled $83.6 million. FHLB advances are collateralized by a blanket-floating lien on the Company’s residential real estate first mortgage loans. Additional borrowing capacity of approximately $182 million is available from the FHLB based on

current collateral levels. The Bank, if the need arises, may also access a line of credit provided by a bank to supplement its supply of lendable funds and to meet deposit withdrawal requirements. Loan repayments, maturing investments and mortgage-backed securities prepayments are greatly influenced by general interest rates and economic conditions.

The Bank is required under federal regulations to maintain sufficient liquidity for its safe and sound operation. The Bank believes that it maintains sufficient liquidity to operate the Bank in a safe and sound manner.

ADDITIONAL KEY RATIOS

	At or For the						At or For the
	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2011(1)			2010(1)			2011(1)			2010(1)

Return on average assets		0.80	%		0.89	%		0.88	%		0.90	%
Return on average equity		7.74	%		9.14	%		8.55	%		9.25	%
Average interest rate spread		4.04	%		4.08	%		4.05	%		4.05	%
Nonperforming assets to total assets		2.22	%		2.27	%		2.22	%		2.27	%
Nonperforming loans to total loans		2.65	%		2.67	%		2.65	%		2.67	%
Average net interest margin		4.25	%		4.29	%		4.27	%		4.28	%
Tangible book value per share	$	35.47		$	33.27		$	35.47		$	33.27

(1)	Annualized where appropriate.

INTEREST RATE SENSITIVITY

At March 31, 2011 the Company was in a slightly asset sensitive position. Generally, an asset sensitive position will result in enhanced earnings in a rising interest rate environment and declining earnings in a falling interest rate environment because larger volumes of assets than liabilities will reprice. Conversely, a liability sensitive position will be detrimental to earnings in a rising interest rate environment and will enhance earnings in a falling interest rate environment.

DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was intended primarily to overhaul the financial regulatory framework following the global financial crisis and will impact all financial institutions including our holding company and bank. The Dodd-Frank Act contains provisions that will, among other things, establish a Bureau of Consumer Financial Protection, establish a systemic risk regulator, consolidate certain federal bank regulators and impose increased corporate governance and executive compensation requirements. While many of the provisions in the Dodd-Frank Act are aimed at financial institutions significantly larger than us, and some will affect only institutions that engage in activities in which we do not engage, it will likely increase our regulatory compliance burden and may have a material adverse effect on us, including by increasing the costs associated with our regulatory examinations and compliance measures.

The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for the U.S. Congress. The federal agencies

are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years. We are closely monitoring all relevant sections of the Dodd-Frank Act to ensure continued compliance with laws and regulations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

ITEM 4.

CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files and submits pursuant to the rules and forms of the SEC is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

(b)	During the quarter under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Neither the Company nor the Bank was engaged in any legal proceeding of a material nature at March 31, 2011. From time to time, the Company is a party to legal proceedings in the ordinary course of business wherein it enforces its security interest in loans.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The repurchase plan announced February 18, 2009, authorizing the repurchase of up to 63,000 shares, has no expiration date for the authorized share repurchases under this plan. There were no shares repurchased under this plan during the quarter.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

[RESERVED]

ITEM 5.

OTHER INFORMATION

Not applicable.

ITEM 6.

EXHIBITS

31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

	TECHE HOLDING COMPANY
Date: May 16, 2011	By:	/s/ Patrick O. Little
		Patrick O. Little President and Chief Executive Officer (Principal Executive Officer)

Date: May 16, 2011	By:	/s/ J. L. Chauvin
		J. L. Chauvin Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

TECHE HOLDING CO - FORM 10-Q - May 16, 2011

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TECHE HOLDING CO Reports