Hampden Bancorp 10-Q 2010 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

or

o 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 : 333-137359

Hampden Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 20-5714154 (IRS Employer Identification No.)

19 Harrison Ave.

Springfield, Massachusetts 01102

(Address of principal executive offices) (Zip Code)

(413) 736-1812

(Registrant’s telephone number, including area code)

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 þ No o.

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 (Sec. 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  o No o.

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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o                                               Accelerated Filer o     

   Non-accelerated filer o        Smaller reporting company þ     

                                                                                                                                   (Do not check if a smaller reporting company)

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

As of May 5, 2010, there were 7,151,474 shares of the registrant’s common stock outstanding.

HAMPDEN BANCORP, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS  OF

HAMPDEN BANCORP, INC. AND SUBSIDIARIES

	Page No.
PART I — FINANCIAL INFORMATION
Item 1 Financial Statements of Hampden Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited) as of March 31, 2010 and June 30, 2009		3
Consolidated Statements of Operations (unaudited) for the three and nine months ended  March 31, 2010 and March 31, 2009		4
Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the nine months ended  March 31, 2010 and March 31, 2009		5
Consolidated Statements of Cash Flows (unaudited) for the nine months ended  March 31, 2010 and March 31, 2009		6-7
Notes to Consolidated Financial Statements		8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of  Operations		15
Item 3 Quantitative and Qualitative Disclosures About Market Risks		31
Item 4 Controls and Procedures		31
PART II — OTHER INFORMATION
Item 1 Legal Proceedings		31
Item 1A Risk Factors		31
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		31
It         Item 3 Defaults Upon Senior Securities		32
Item 4 Removed and Reserved		32
It         Item 5 Other Information		32
Item 6 Exhibits		32
SIGNATURES		34

2 

PART 1 – FINANCIAL INFORMATION

Item 1: Financial Statements of Hampden Bancorp, Inc. and Subsidiaries

HAMPDEN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

ASSETS
	March 31,	June 30,
	2010	2009
	(Unaudited)
Cash and due from banks	$16,953	$13,925
Federal funds sold and other short-term investments	8,432	22,323
Cash and cash equivalents	25,385	36,248
Securities available for sale, at fair value	113,091	116,100
Federal Home Loan Bank of Boston stock, at cost	5,233	5,233
Loans held for sale	-	915
Loans, net of allowance for loan losses of $6,020
at March 31, 2010 and $3,742 at June 30, 2009	410,006	386,638
Other real estate owned	914	1,362
Premises and equipment, net	5,127	4,379
Accrued interest receivable	1,749	1,805
Deferred tax asset	2,425	2,974
Bank-owned life insurance	10,222	9,909
Other assets	3,689	2,093
	$577,841	$567,656
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits	$411,386	$381,477
Securities sold under agreements to repurchase	8,982	10,872
Short-term borrowings	-	1,500
Long-term debt	59,876	70,915
Mortgagors' escrow accounts	877	799
Accrued expenses and other liabilities	2,816	5,435
Total liabilities	483,937	470,998
Commitments and contingencies (Note 5)
Preferred stock ($.01 par value, 5,000,000 shares authorized, none issued or outstanding)	-	-
Common stock ($.01 par value, 25,000,000 shares authorized, 7,949,879 issued
7,151,474 outstanding at March 31, 2010 and 7,446,752 at June 30, 2009)	79	79
Additional paid-in-capital	77,878	77,603
Unearned compensation - ESOP (498,192 shares unallocated at March 31, 2010 and
529,992 shares unallocated at June 30, 2009)	(4,982)	(5,300)
Unearned compensation - equity incentive plan	(1,606)	(2,127)
Retained earnings	29,359	30,986
Accumulated other comprehensive income	1,432	507
Treasury stock, at cost (798,405 shares at March 31, 2010 and 503,127 shares at           June 30, 2009)	(8,256)	(5,090)
Total stockholders' equity	93,904	96,658
	$577,841	$567,656

See accompanying notes to unaudited consolidated financial statements.

3 

HAMPDEN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

	Three Months Ended March 31,		Nine Months Ended March 31,
	2010	2009	2010	2009
	(Unaudited)		(Unaudited)
Interest and dividend income:
Loans, including fees	$5,839	$5,613	$17,530	$16,917
Debt securities	965	1,281	3,147	4,103
Dividends	2	4	8	90
Federal funds sold and other short-term investments	5	16	17	110
Total interest and dividend income	6,811	6,914	20,702	21,220
Interest expense:
Deposits	1,706	2,089	5,467	6,584
Borrowings	618	859	2,035	2,883
Total interest expense	2,324	2,948	7,502	9,467
Net interest income	4,487	3,966	13,200	11,753
Provision for loan losses	1,395	300	4,037	1,112
Net interest income, after provision for loan losses	3,092	3,666	9,163	10,641
Non-interest income:
Customer service fees	457	375	1,418	1,179
Gain (loss) on sales/impairment of securities, net	1	(178)	15	(329)
Gain on sales of loans, net	21	146	65	196
Increase in cash surrender value of life insurance	101	100	313	330
Other	46	95	155	273
Total non-interest income	626	538	1,966	1,649
Non-interest expense:
Salaries and employee benefits	2,388	2,333	7,150	6,973
��  Occupancy and equipment	452	454	1,303	1,221
Data processing services	240	207	707	623
Advertising	234	267	726	678
Writedown of Other Real Estate Owned	-	-	253	-
FDIC insurance and assessment expenses	163	105	433	295
Other general and administrative	789	802	2,335	2,122
Total non-interest expense	4,266	4,168	12,907	11,912
Income (Loss) before income taxes	(548)	36	(1,778)	378
Income tax expense (benefit)	(405)	93	(803)	198
Net income (loss)	$(143)	$(57)	$(975)	$180
Earnings (loss) per share
Basic	$(0.02)	$(0.01)	$(0.15)	$0.03
Diluted	$(0.02)	$(0.01)	$(0.15)	$0.03
Weighted average shares outstanding
Basic	6,481,991	6,724,052	6,533,619	6,861,971
Diluted	6,481,991	6,724,052	6,533,619	6,889,478

                                     See accompanying notes to unaudited consolidated financial statements.

4 

HAMPDEN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 (Dollars in thousands)

					Unearned		Accumulated
			Additional	Unearned	Compensation -		Other
	Common Stock		Paid-in	Compensation	Equity	Retained	Comprehensive	Treasury
	Shares	Amount	Capital	ESOP	Incentive Plan	Earnings	Income (Loss)	Stock	Total
	(Unaudited)
Balance at June 30, 2008	7,949,879	$79	$77,276	$(5,759)	$(2,902)	$32,131	$(377)	$-	$100,448
Culmulative effect of change to initially     apply EITF 06-10	-	-	-	-	-	(457)	-	-	(457)
Comprehensive income:
Net income	-	-	-	-	-	180	-	-	180
Net unrealized loss on securities
available for sale, net of reclassification
adjustment and tax effects	-	-	-	-	-	-	548	-	548
Total comprehensive income									728
Cash dividends paid ($0.09 per share)	-	-	-	-	-	(644)	-	-	(644)
Common stock repurchased	(410,488)	-	-	-	-	-	-	(4,102)	(4,102)
Stock-based compensation	-	-	255	-	495	-	-	-	750
ESOP shares committed to be allocated      (31,800 shares)	-	-	(7)	353	-	-	-	-	346
Balance at March 31, 2009	7,539,391	$79	$77,524	$(5,406)	$(2,407)	$31,210	$171	$(4,102)	$97,069
Balance at June 30, 2009	7,446,752	$79	$77,603	$(5,300)	$(2,127)	$30,986	$507	$(5,090)	$96,658
Comprehensive income:
Net loss	-	-	-	-	-	(975)	-	-	(975)
Net unrealized gain on securities
available for sale, net of reclassification
adjustment and tax effects	-	-	-	-	-	-	925	-	925
Total comprehensive income									(50)
Cash dividends paid ($0.09 per share)	-	-	-	-	-	(607)	-	-	(607)
Common stock repurchased	(295,278)	-	-	-	-	-	-	(3,166)	(3,166)
Stock-based compensation	-	-	250	-	476	-	-	-	726
Tax benefit from Management Retention Plan vesting	-	-	10	-	-	-	-	-	10
Forfeiture of restricted stock	-	-	-	-	45	(45)	-	-	-
ESOP shares committed to be allocated      (31,800 shares)	-	-	15	318	-	-	-	-	333
Balance at March 31, 2010	7,151,474	$79	$77,878	$(4,982)	$(1,606)	$29,359	$1,432	$(8,256)	$93,904

See accompanying notes to unaudited consolidated financial statements.

5 

HAMPDEN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Nine Months Ended March 31,
	2010	2009
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	$(975)	$180
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Provision for loan losses	4,037	1,112
Net amortization (accretion) of securities	92	(75)
Depreciation and amortization	559	520
Impairment loss on securities	-	388
Gain on sales of securities, net	(15)	(59)
Loans originated for sale	(11,350)	(13,127)
Proceeds from loan sales	12,330	13,297
Gain on sales of loans, net	(65)	(196)
Writedown of Other Real Estate Owned	253	-
Increase in cash surrender value of bank-owned
life insurance	(313)	(330)
Deferred tax benefit	(8)	(528)
Employee Stock Ownership Plan expense	333	346
Stock-based compensation	726	750
Net change in:
Accrued interest receivable	56	177
Other assets	(1,596)	(714)
Accrued expenses and other liabilities	(2,619)	3,496
Net cash provided by operating activities	1,445	5,237
Cash flows from investing activities:
Activity in available-for-sale securities:
Sales	359	355
Maturities and calls	9,981	26,196
Principal payments	24,883	16,392
Purchases	(30,809)	(39,335)
Purchase of loans	(3,204)	(3,146)
Proceeds from sale of OREO	284	-
Loan originations, net	(24,290)	(21,847)
Purchase of premises and equipment	(1,307)	(697)
Net cash used by investing activities	(24,103)	(22,082)

(continued)

See accompanying notes to unaudited consolidated financial statements.

6 

HAMPDEN BANCORP, INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)

(Dollars in thousands)

	Nine Months Ended March 31,
	2010	2009
	(Unaudited)
Cash flows from financing activities:
Net change in deposits	29,909	50,725
Net change in repurchase agreements	(1,890)	(2,108)
Net change in short-term borrowings	(1,500)	2,500
Proceeds from long-term debt	961	2,481
Repayment of long-term debt	(12,000)	(20,366)
Repurchase of common stock	(3,166)	(4,102)
Payment of dividends on common stock	(607)	(644)
Tax benefit from MRP vesting	10	-
Net change in mortgagors' escrow accounts	78	81
Net cash provided by financing activities	11,795	28,567
Net change in cash and cash equivalents	(10,863)	11,722
Cash and cash equivalents at beginning of period	36,248	33,550
Cash and cash equivalents at end of period	$25,385	$45,272
Supplemental cash flow information:
Interest paid on deposits	$5,467	$6,584
Interest paid on borrowings	2,045	2,615
Income taxes paid	362	415
Transfer from loans to OREO	89	-

See accompanying notes to unaudited consolidated financial statements.

7 

HAMPDEN BANCORP, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of presentation and consolidation

The consolidated financial statements include the accounts of Hampden Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries, Hampden Bank (the “Bank”) and Hampden LS, Inc.  Hampden Bank is a Massachusetts chartered stock savings bank. Hampden Bancorp, Inc. contributed funds to Hampden LS, Inc. to enable it to make a 15-year loan to the employee stock ownership plan (the “ESOP”) to allow it to purchase shares of the Company’s common stock as part of the completion of the initial public offering.Hampden Bank has two wholly-owned subsidiaries, Hampden Investment Corporation, which engages in buying, selling, holding and otherwise dealing in securities, and Hampden Insurance Agency, which ceased selling insurance products in November of 2000 and remains inactive.  All significant intercompany accounts and transactions have been eliminated in consolidation.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management the information reflects all adjustments (consisting solely of normal recurring adjustments) that are necessary for a fair presentation. The results shown for the interim period ended March 31, 2010 are not necessarily indicative of the results to be obtained for a full year. These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended June 30, 2009 included in the Company’s most recent Annual Report on Form 10-K filed by the Company  with the Securities and Exchange Commission (‘SEC”) on September 10, 2009.

In preparing the consolidated interim financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, as of the date of the statement of financial condition and reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, deferred income taxes, the valuation of other real estate owned, and other than temporary impairment of investment securities.

2. Recent Accounting Pronouncements

In June 2009, the FASB issued guidance designed to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The recognition and measurement provisions of the statement are to be applied to transfers that occur on or after the effective date. This statement is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued guidance establishing the FASB Accounting Standards Codification™ as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS 168 did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-5) which provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques:

1.   A valuation technique that uses:

·   The quoted price of the identical liability when traded as an asset

·   Quoted prices for similar liabilities or similar liabilities when traded as assets

2.   Another valuation technique that is consistent with the principles of Topic 820.  Two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability.

ASU 2009-5 also clarifies that:

·   When estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability; and

·   That both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements.

8 

This guidance is effective for the first reporting period (including interim periods) beginning after issuance, which was October 1, 2009 for the Company and did not have a material effect on the Company’s consolidated financial statements.

In December 2009, the FASB issued Accounting Standards Update 2009-16 (ASU 2009-16) which improves financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The pending content th at links to this paragraph shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period and interim and annual reporting periods thereafter. This Update did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued Accounting Standards Update 2010-06 (ASU 2010-06) which improves disclosure requirements related to Fair Value Measurements and Disclosures. This Update provides amendments to Subtopic 820-10 that require new disclosures as follows:

1. Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and describe the reasons for the transfers.

2. Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3) a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update also provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1. Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

2. Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall into either Level 2 or Level 3.

The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure 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. This Update did not have a material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09) which provides that the Company is not required to disclose the date through which subsequent events have been evaluated but is required to evaluate subsequent events through the date that the financial statements are issued. These amendments in this Update were effective upon issuance and did not have a material impact on the Company’s consolidated financial statements.

9 

3. Earnings Per Share

Basic earnings per share (“EPS”) excludes dilution and is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares (computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents (such as stock options and unvested restricted stock) were issued during the period. Unallocated common shares held by the ESOP are shown as a reduction in stockholders' equity and are included in the weighted-average number of common shares outstanding for both basic and diluted EPS calculati ons as they are committed to be released.

    Earnings per share for the three and nine month periods ended March 31, 2010 and 2009 have been computed as follows:

	Three Months Ended March 31,		Nine Months Ended March 31,
	2010	2009	2010	2009
Net income (loss) applicable to common stock (in thousands)	$(143)	$(57)	$(975)	$180
Average number of shares issued	7,949,879	7,949,879	7,949,879	7,949,879
Less: average unallocated ESOP shares	(505,146)	(547,542)	(515,837)	(558,233)
Less: average treasury stock	(753,901)	(405,638)	(662,487)	(226,575)
Less: average unvested restricted stock awards	(208,841)	(272,647)	(237,936)	(303,100)
Average number of basic shares outstanding	6,481,991	6,724,052	6,533,619	6,861,971
Plus: dilutive unvested restricted stock awards	-	-	-	27,507
Plus: dilutive stock option shares	-	-	-	-
Average number of diluted shares outstanding	6,481,991	6,724,052	6,533,619	6,889,478
Basic earnings (loss) per share	$(0.02)	$(0.01)	$(0.15)	$0.03
Diluted earnings (loss) per share	$(0.02)	$(0.01)	$(0.15)	$0.03

There were 553,000 stock options for the three and nine months ended March 31, 2010 and March 31, 2009 that were excluded from the diluted earnings per share because their effect is anti-dilutive. There were 301,854 shares of restricted stock for the three and nine months ended March 31, 2010 and the three months ended March 31, 2009 that were excluded from the diluted earnings per share because their effect is anti-dilutive.

4. Dividends

On February 2, 2010, the Company declared a cash dividend of $0.03 per common share which was paid on February 26, 2010 to stockholders of record as of the close of business on February 12, 2010.

On May 4, 2010, the Company declared a cash dividend of $0.03 per common share which is payable on May 28, 2010 to stockholders of record as of the close of business on May 14, 2010.

5. Loan Commitments and other Contingencies

Outstanding loan commitments and other contingencies totaled $78.1 million at March 31, 2010, compared to $82.0 million as of June 30, 2009. Loan commitments and other contingencies primarily consist of commitments to originate new loans as well as the outstanding unused portions of home equity, business and other lines of credit, and unused portions of construction loans.

6. Fair Value of Financial Assets and Liabilities

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1:	Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.
Level 2:	Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.
Level 3:	Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

10 

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

Cash and cash equivalents: The carrying amounts of cash and short-term investments approximate fair values.

Securities available for sale: The securities measured at fair value utilizing Level 1 and Level 2 inputs are government-sponsored enterprises, mortgage-backed securities and common stocks. The fair values used by the Company are obtained from an independent pricing service, which represents either quoted market prices for identical securities, quoted market prices for comparable securities or fair values determined by pricing models that consider observable market data, such as interest rate volatilities, credit spreads and prices from market makers and live trading systems and other market indicators, industry and economic events.

Federal Home Loan Bank Stock: The carrying amount of FHLB stock approximates fair value based upon the redemption provisions of the Federal Home Loan Bank.

Loans held for sale: Fair value of loans held for sale are estimated based on commitments on hand from investors or prevailing market prices.

Loans: Fair values for loans are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. This analysis assumes no prepayment. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. In the ordinary course of business, the Company sells real estate loans to the secondary market.

Mortgage servicing rights: Mortgage servicing rights are the rights of a Mortgage Servicer to collect mortgage payments and forward them, after deducting a fee, to the mortgage lender. The fair value of servicing rights is estimated using a present value cash flow model. The fair value of MSR is highly sensitive to changes in assumptions. Changes in prepayment speed assumptions generally have the most significant impact on the fair value of our MSR. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR. As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR. Thus, any measurement of the fair value of ou r MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

Deposits: The fair values for non-certificate accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificate accounts are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Securities sold under agreements to repurchase: The carrying amount of repurchase agreements approximates fair value.

Short-term borrowings: For short-term borrowings maturing within ninety days, carrying values approximate fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Long-term debt: The fair values of the Company's advances are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Accrued interest: The carrying amounts of accrued interest approximate fair value.

Off-balance-sheet instruments: Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. The estimated fair value of off-balance sheet financial instruments at March 31, 2010 and June 30, 2009 was not material.

11 

The following table presents the balances of assets measured at fair value on a recurring basis as of March 31, 2010:

	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	(Dollars in thousands)
Debt securities:
Government-sponsored enterprises	$-	$9,009	$-	$9,009
Residential mortgage-backed securities
Agency	-	94,080	-	94,080
Non-agency	-	9,432	-	9,432
Total debt securities	-	112,521	-	112,521
Marketable equity securities	570	-	-	570
Mortgage servicing rights	-	532	-	532
Total assets at fair value	$570	$113,053	$-	$113,623

 Also, the Company may be required, from time to time, to measure certain other financial assets on a non-recurring basis in accordance with GAAP.  These adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets as of March 31, 2010.

				Gains (Losses)	Gains (Losses)
				Three Months Ended	Nine Months Ended
	Level 1	Level 2	Level 3	March 31, 2010	March 31, 2010
	(Dollars in thousands)
Impaired loans	$-	$-	$5,567	$(756)	$(2,653)
Other real estate owned	-	-	914	-	-
Total assets	$-	$-	$6,481	$(756)	$(2,653)

     The amount of impaired loans represents the carrying value of loans that include adjustments which are based on the estimated fair value of the underlying collateral or the expected cash flows for troubled debt restructurings. The fair value of collateral used by the Company represents the amount expected to be received from the sale of the property, net of selling costs, as determined by an independent, licensed or certified appraiser using observable market data. This data includes information such as selling price of similar properties, expected future cash flows or earnings of the subject property based on current market expectations, as well as relevant legal, physical and economic factors. The resulting loss was recognized in earnings th rough the provision for loan loss.

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. Certain financial instruments and all non financial instruments are exempt from disclosure requirements. Accordingly, the aggregate fair value amo unts presented herein may not necessarily represent the underlying fair value of the Company. The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments are as follows:

     The Company classifies property acquired through foreclosure or acceptance of a deed in lieu of foreclosure as other real estate owned (“OREO”) in its consolidated financial statements. When property is placed into OREO, it is recorded at the fair value less estimated costs to sell at the date of foreclosure or acceptance of deed in lieu of foreclosure. At the time of transfer to OREO, any excess of carrying value over fair value is charged to the allowance for loan losses. Management, or its designee, inspects all OREO property periodically. Holding costs and declines in fair value result in charges to expense after the property is acquired.

12 

	March 31,		June 30,
	2010		2009
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(In Thousands)
Financial assets:
Cash and cash equivalents	$25,385	$25,385	$36,248	$36,248
Securities available for sale	113,091	113,091	116,100	116,100
Federal Home Loan Bank stock	5,233	5,233	5,233	5,233
Loans held for sale	-	-	915	915
Loans, net	410,006	427,026	386,638	393,355
Accrued interest receivable	1,749	1,749	1,805	1,805
Mortgage servicing rights (1)	532	532	656	656
Financial liabilities:
Deposits	411,386	414,035	381,477	384,560
Securities sold under agreements to repurchase	8,982	8,982	10,872	10,872
Short-term borrowings	-	-	1,500	1,500
Long-term debt	59,876	62,515	70,915	72,522
Mortgagors' escrow accounts	877	877	799	799
(1) Included in other assets.

7. Securities Available For Sale

 The amortized cost and estimated fair value of securities available for sale, with gross unrealized gains and losses, are as follows:

	March 31, 2010
	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
Debt securities:
Government-sponsored enterprises	$8,992	$31	$(14)	$9,009
Residential mortgage-backed securities
Agency	91,556	2,577	(53)	94,080
Non-agency	9,588	85	(241)	9,432
Total debt securities	110,136	2,693	(308)	112,521
Marketable equity securities	686	30	(146)	570
Total securities available for sale	$110,822	$2,723	$(454)	$113,091
	June 30, 2009
	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
Debt securities:
Government-sponsored enterprises	$9,982	$123	$-	$10,105
Residential mortgage-backed securities
Agency	92,340	1,955	(186)	94,108
Non-agency	11,973	3	(797)	11,180
Total debt securities	114,295	2,081	(983)	115,393
Marketable equity securities	1,018	16	(327)	707
Total securities available for sale	$115,313	$2,097	$(1,310)	$116,100

13 

The amortized cost and estimated fair value of debt securities by contractual maturity at March 31, 2010 is set forth below. Expected maturities will differ from contractual maturities because the issuer may have the right to call or prepay obligations with or without call or prepayment penalties.

	March 31, 2010
	Amortized Cost	Fair Value
	(In Thousands)
Within 1 year	$1,000	$1,002
Over 1 year through 5 years	7,992	8,007
Total bonds and obligations	8,992	9,009
Residential mortgage-backed securities
Agency	91,556	94,080
Non-agency	9,588	9,432
Total debt securities	$110,136	$112,521

                At March 31, 2010 and June 30, 2009, the carrying value of securities pledged to secure repurchase agreements was $9,826,000 and $14,619,000, respectively.

For the nine months ended March 31, 2010 and 2009, proceeds from sales of securities available for sale amounted to $359,000 and $355,000, respectively. Gross realized gains amounted to $64,000 and $59,000, respectively. Gross realized losses amounted to $49,000 and $0, respectively.

The industries represented by our marketable equity securities portfolio are as follows:

	March 31, 2010
	Amortized Cost	Fair Value
	(In Thousands)
Banks	$100	$78
Biotechnology	55	42
Electronics	52	46
Food	73	68
Healthcare - products	77	59
Insurance	76	61
Media	50	40
Retail	203	176
Total equity securities	$686	$570

14 

                 Information pertaining to securities with gross unrealized losses at March 31, 2010 and June 30, 2009, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:

	Less Than Twelve Months		Over Twelve Months
	Gross Unrealized Losses	Fair Value	Gross Unrealized Losses	Fair Value
	(In Thousands)
March 31, 2010:
Government-sponsored enterprises	$14	$2,987	$-	$-
Residential mortgage-backed securities
Agency	50	7,023	3	557
Non-agency	16	645	225	3,306
Marketable equity securities	-	-	146	436
	$80	$10,655	$374	$4,299
June 30, 2009:
Residential mortgage-backed securities
Agency	156	19,193	30	4,120
Non-agency	2	82	795	11,006
Marketable equity securities	12	101	315	522
	$170	$19,376	$1,140	$15,648

                At March 31, 2010, twenty-five debt securities had unrealized losses with aggregate depreciation of 2.8% from the Company's amortized cost basis. In analyzing an issuer's financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analyst's reports. Because the majority of these securities have been issued by the federal government or its agencies and as management has not decided to sell these securities, nor is it likely that the Company will be required to sell these securities, no declines are deemed to be other than temporary. At March 31, 2010, we held 23 securities issued by private mortgage originators tha t had an amortized cost of $9.6 million and a fair value of $9.4 million. All of these investments are “Senior” Class tranches and have underlying credit enhancement.  These securities were originated in the period 2002-2005 and are performing in accordance with contractual terms. The majority of the decrease in the fair value of these securities is attributed to changes in market interest rates.  Management estimates the loss projections for each security by evaluating the industry rating, amount of delinquencies, amount of foreclosure, amount of other real estate owned, average credit scores, average amortized loan to value and credit enhancement.  Based on this review, management determines whether other-than-temporary impairment existed. Management has determined that no other-than-temporary impairment existed as of March 31, 2010. We will continue to evaluate these securities for other-than-temporary impairment, which could result in a future non-cash charge to earnings.

        At March 31, 2010, ten marketable equity securities had unrealized losses with aggregate depreciation of 25.1% from the Company's cost basis. The majority of these unrealized losses relate principally to the banking, retail, healthcare, and insurance industries. Although the issuers have shown declines in earnings as a result of the weakened economy, no credit issues have been identified that would cause management to believe the declines in market value are other than temporary. In analyzing the issuer's financial condition, management considers industry analysts’ reports and financial performance. Because management has the intent and ability to hold equity securities for a reasonable period for recovery, no declines are deemed to be other than temporary.

Management conducts, at least on a quarterly basis, a review of our investment securities to determine if the value of any security has declined below its cost or amortized cost and whether such decline represents other-than-temporary impairment (“OTTI”). There were no impairment charges related to OTTI securities for the nine months ended March 31, 2010. The Company recorded a loss of $388,000 for seven marketable equity securities that the Company considered to be OTTI securities for the nine months ended March 31, 2009.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations (unaudited)

This section is intended to help investors understand the financial performance of Hampden Bancorp, Inc. and its subsidiaries through a discussion of the factors affecting our financial condition at March 31, 2010 and June 30, 2009 and our consolidated results of operations for the three and nine months ended March 31, 2010 and March 31, 2009 and should be read in conjunction with the Company’s unaudited consolidated interim financial statements and notes thereto, appearing in Part I, Item 1 of this document.

15 

Forward-Looking Statements

Certain statements herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management, as well as the assumptions made using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions. As a result, actual results may differ from those contemplated by these statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe", "expect", "anticipate", "estimate", and "intend" or future or conditio nal verbs such as "will", "would", "should", "could", or "may." Certain factors that could have a material adverse affect on the operations Hampden Bank include, but are not limited to, increased competitive pressure among financial service companies, national and regional economic conditions, changes in interest rates, changes in consumer spending, borrowing and savings habits, legislative and regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and Federal Reserve Board, adverse changes in the securities markets, inability of key third-party providers to perform their obligations to Hampden Bank, changes in relevant accounting principles and guidelines and our ability to successfully implement our branch expansion strategy. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company disclaims any intent or obligation to update any forward- looking statements, whether in response to new information, future events or otherwise. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain important factors, including those set forth below under Item 2 –“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Part II, Item 1A –“Risk Factors” and elsewhere in the Quarterly Report on Form 10-Q, as well as in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009. You should carefully review those factors and also carefully review the risks outlined in other documents that the Company files from time to time with the SEC.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion, or make significant assumptions that have or could have a material impact on the carrying value of certain assets, liabilities, revenue, expenses, or related disclosures, to be critical accounting policies.  

Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board.

Other-Than-Temporary Impairment of Investment Securities.

 Critical Estimates. One of the significant estimates related to available for sale securities is the evaluation of investments for other-than-temporary impairment. If a decline in the fair value of an equity security is judged to be other-than-temporary, a charge is recorded equal to the difference between the fair value and cost or amortized cost basis of the security. Following such write-down in value, the fair value of the other-than-temporarily impaired investment becomes its new cost basis.

 In estimating other-than-temporary impairment losses for equity securities, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. For those debt securities for which (1) the fair value of the security is less than its amortized cost, (2) the Company does not intend to sell such security and (3) it is likely that it will not be required to sell such security prior to the recovery of its amortized cost basis less any credit losses, GAAP requires that the credit component of the other-than-temporary impairment losses be recognized in earning s while the noncredit component is recognized in other comprehensive loss, net of related taxes. For all impaired debt securities that the Company intends to sell, or more likely than not will be required to sell, the full amount of the depreciation in value is recognized in earnings.

Judgment and Uncertainties. The evaluation of securities for impairment is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition or future prospects, the effects of changes in interest rates or credit spreads and the expected recovery period. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market conditi ons warrant such evaluation.

Effect if Actual Results Differ from Assumptions. If actual results are not consistent with management’s estimates or assumptions, we may be exposed to a other-than-temporary impairment loss that could be material and could have a negative impact on the company’s earnings.

16 

Allowance for loan losses

     Critical Estimates. The allowance for loan losses is the estimated amount considered necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses that is charged against income. In determining the allowance for loan losses, we make significant estimates and therefore, have identified the allowance as a critical accounting policy. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for chang es in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.

                The allowance for loan losses has been determined in accordance with U.S. GAAP, under which we are required to maintain an allowance for probable losses at the balance sheet date. We are responsible for the timely and periodic determination of the amount of the allowance required. We believe that our allowance for loan losses is adequate to cover specifically identifiable losses, as well as estimated losses inherent in our portfolio for which certain losses are probable but not specifically identifiable.

                 Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. The analysis of the allowance for loan losses has two components: specific and general allocations. Specific allocations are made for loans determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans, by type of loan and payment history. We also analyze historical loss experience, delinquency trends, changes in our underwriting standards as well as in lending policies, procedures and practices, experience and depth of management and lending staff, and general economic conditions. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allocations. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revisions based upon changes in economic and real estate market conditions. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.

                 On a quarterly basis, management’s Loan Review Committee reviews the current status of various loan assets in order to evaluate the adequacy of the allowance for loan losses. In this evaluation process, specific loans are analyzed to determine their potential risk of loss. This process concentrates on non-accrual and classified loans. Any loan determined to be impaired is evaluated for potential loss exposure. Any shortfall results in a recommendation of a specific allowance if the likelihood of loss is evaluated as probable. To determine the adequacy of collateral on a particular loan, an estimate of the fair market value of the collateral is based on the most current appraised value, discounted cash flow valuation or other available in formation.

                 The results of this quarterly process are summarized by, and appropriate recommendations and loan loss allowances are approved by, the Loan Review Committee. All supporting documentation with regard to the evaluation process, loan loss experience, allowance levels and the schedules of classified loans is maintained by the Company. The Committee is chaired by the Company’s Chief Financial Officer. The allowance for loan loss calculation is presented to the Board of Directors on a quarterly basis with recommendations on its adequacy.

                 Judgment and Uncertainties. Management determines the adequacy of the allowance for loan losses by analyzing and estimating losses inherent in the portfolio. The allowance for loan losses contains uncertainties because the calculation requires management to use historical information as well as current economic data to make judgments on the adequacy of the allowance. This evaluation requires estimates that are susceptible to significant revision as more information becomes available.

                 Our primary lending emphasis has been the origination and purchase of residential mortgage loans, commercial real estate mortgages and commercial and industrial credits. We also originate home equity loans and home equity lines of credit. As a local community bank within a small footprint, these activities result in a loan concentration in mortgages secured by real property located in Western Massachusetts. Based on the composition of our loan portfolio, we believe the primary risks to loan losses are increases in interest rates, a decline in the general economy, and a decline in real estate market values and values of local businesses in Western Massachusetts. Any one or combination of these events may adversely affect our loan portfolio resulting in increased delinquencies, loan losses and future levels of loan loss provisions. As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans are critical in determining the amount of the allowance required for specific loans. Assumptions for appraisal valuations are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly impact the valuation of a property securing a loan and the related allowance determined. The assumptions supporting such appraisals are carefully reviewed by the Company to determine that the resulting values reasonably reflect amounts realizable on the related loans.

 Effect if Actual Results Differ from Assumptions. Although we believe we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if the current operating environment continues or deteriorates. Management uses the best information available; however, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. In addition, the Federal Deposit Insurance Corporation and the Massachusetts Department of Banking, as an integral part of their examination process, will periodically review our allowance for loan losses. Such agencies may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of th eir examination.

17 

Income taxes

                Critical Estimates. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled.   Quarterly, management reviews the deferred tax asset to identify any uncertainties to the collectability of the components of the deferred tax asset.

Judgment and Uncertainties. In determining the deferred tax asset valuation allowance, we use historical and forecasted operating results, based upon approved business plans, including a review of the eligible carryforward  periods, tax planning opportunities and other relevant considerations. Management believes that the accounting estimate related to the valuation allowance is a critical accounting estimate because the underlying assumptions can change from period to period. For example, tax law changes or variances in future projected operating performance could result in a change in the valuation allowance.

Effect if Actual Results Differ from Assumptions. Should actual factors and conditions differ materially from those used by management, the actual realization of net deferred tax assets or deferred tax liabilities could differ materially from the amounts recorded in the financial statements. If we were not able to realize all or part of our net deferred tax assets in the future, and adjustment to our deferred tax assets valuation allowance would be charged to income tax expense in the period such determination was made and could have a negative impact on the company’s earnings. In addition, if actual factors and conditions differ materially from those used by management, the Company could incur penalties and interest imposed by the Internal Revenue Service.

Other Real Estate Owned

Critical Estimates. Other Real Estate Owned (OREO) consists of all real estate, other than Company premises, actually owned or controlled by the Company and its consolidated subsidiaries, including real estate acquired through foreclosure, even if the Company has not yet received title to the property.  OREO also includes certain direct and indirect investments in real estate ventures, property originally acquired for future expansion but no longer intended to be used for that purpose, and foreclosed real estate sold under contract and accounted for under the deposit method of accounting under FASB guidance.

The Company is permitted to acquire and hold real property used in the operation of the Company or as the Company may acquire (by foreclosure or other transfer in lieu of foreclosure) in satisfaction of all or a part of a loan or in satisfaction of a judgment or decree in its favor.  If the Company acquires real property by foreclosure or other transfer in lieu of foreclosure, it carries such real property on its books as OREO.  OREO acquired by the Company is subject to certain regulatory requirements that limit the time such property can be held by the Company, require that information regarding the property be reported to the Company’s federal regulator, subject the acquisition of such property to federal appraisal requirements, restrict the use of such prope rty, and govern the treatment of any disposal of the property. It is the policy of the Company to sell any real property acquired through the collection of debts due it within a reasonable period of time.  During the time that the Company holds the real property, the Company shall charge-off the real property based upon the current appraised value of the property.

GAAP provides that foreclosed real estate received in full satisfaction of a loan, provided that the real estate will be sold, is to be booked at the time of foreclosure at its fair value less cost to sell.  This amount becomes the “cost” of the foreclosed real estate.  According to FASB guidance, costs to sell are the incremental direct costs to transact a sale, which include broker commissions, legal and title transfer fees, and closing costs that must be incurred before legal title can be transferred.  When foreclosed real estate is received in full satisfaction of a loan, the amount, if any, by which the recorded amount of the loan exceeds the fair value less cost to sell the property, the difference is a loss which must be charged to the Bank’s allowance for loan losses at the time of foreclosure.  The recorded amount of the loan at the time of foreclosure is the unpaid balance of the defaulted loan adjusted for any unamortized premium or discount and unamortized loan fees or costs, less any amount previously charged off, plus recorded accrued interest.  The amount of any senior debt (principal and accrued interest) to which foreclosed real estate is subject at the time of foreclosure must be reported as a liability in the Financial Statements as “other borrowed money."  If the fair value (less cost to sell) of the property exceeds the recorded amount of the loan, the excess is to be reported as a recovery of a previous charge-off or in current earnings, as appropriate.  Real estate received in partial satisfaction of a loan is to be similarly accounted for and the recorded amount of the loan is to be reduced by the fair value (less cost to sell) of the asset received at the time of foreclosure.  Legal fees and other direct costs incurred by the Bank in a foreclosure are to be included in expenses when they are incurred.

FASB guidance, which applies to all transactions in which the seller provides financing to the buyer of real estate, establishes five methods to account for the disposition of OREO. If a profit is involved in the sale of real estate, each method sets forth the manner in which the profit is to be recognized based on the terms of the sale.  However, regardless of which method is used, any loss on the disposition of OREO is to be recognized immediately.

Judgment and Uncertainties. The Company obtains a new or updated valuation of OREO at the time of acquisition, including periodic reappraisals (at least annually) thereafter to ensure any material change in market conditions or the physical aspects of the property are recognized.  To ensure the general validity of such appraised values, it is the responsibility of loan officers to compare sale prices and appraised values of properties previously held for their respective portfolio.  Each parcel of OREO is to be reviewed and valued by loan officers on its own merits.  The sale of OREO is also supported by this appraisal. A careful evaluation of all the relevant factors should enable the loan officer to make an accurate and reliable judgment with regar d to classification.  Any portion of the carrying value in excess of appraised value should be classified as a loss.

18 

Effect if Actual Results Differ from Assumptions.  Should any subsequent appraisals of the property indicate that a decrease in value has occurred since the initial acquisition, one of the following actions should be taken:

1.   A write down of the recorded investment (book value) to market value be taken; or

2.   An addition to the valuation reserve in an amount equal to or greater than the excess of recorded investment over market value should be established.

Comparison of Financial Condition (unaudited) at March 31, 2010 and June 30, 2009

Overview

    Total Assets.The Company’s total assets increased $10.2 million, or 1.8%, from $567.7 million at June 30, 2009 to $577.8 million at March 31, 2010. Net loans, including loans held for sale, increased $22.5 million, or 5.8%, to $410.0 million at March 31, 2010, and securities decreased 2.6% or $3.0 million from $116.1 million to $113.1 million as of March 31, 2010. Cash and cash equivalents decreased $10.9 million, or 30.0%, to $25.4 million at March 31, 2010.

     Investment Activities. Securities available for sale decreased $3.0 million, or 2.6%, to $113.1 million at March 31, 2010. Obligations issued by government-sponsored enterprises, mortgage-backed securities and common stock all decreased at March 31, 2010. The following table sets forth at the dates indicated information regarding the amortized cost and fair values of the Company’s investment securities.

	At March 31,		At June 30,
	2010		2009
	Amortized Cost	Fair Value	Amortized Cost	Fair Value
	(Dollars In Thousands)
Securities available for sale:
Government-sponsored enterprises	$8,992	$9,009	$9,982	$10,105
Residential mortgage-backed securities
Agency	91,556	94,080	92,340	94,108
Non-agency	9,588	9,432	11,973	11,180
Total debt securities	110,136	112,521	114,295	115,393
Marketable equity securities:
Common stock	686	570	1,018	707
Total marketable equity securities	686	570	1,018	707
Total securities available for sale	110,822	113,091	115,313	116,100
Restricted equity securites:
Federal Home Loan Bank of Boston stock	5,233	5,233	5,233	5,233
Total securities	$116,055	$118,324	$120,546	$121,333

19 

Net Loans. Total net loans, at March 31, 2010 were $410.0 million, an increase of $23.4 million, or 6.0%, from $386.6 million at June 30, 2009. The following table sets forth the composition of the Company’s loan portfolio (not including loans held for sale) in dollar amounts and as a percentage of the total loan portfolio at the dates indicated.

	At March 31, 2010			At June 30, 2009
	Amount	Percent		Amount	Percent
	(Dollars In Thousands)
Mortgage loans on real estate:
Residential	$130,487	31.59	%	$123,151	31.76	%
Commercial	138,515	33.53		127,604	32.91
Home equity	63,613	15.40		58,747	15.15
Construction	13,275	3.21		17,243	4.45
Total mortgage loans on real estate	345,890	83.73		326,745	84.27
Other loans:
Commercial	42,469	10.28		38,918	10.04
Consumer	24,762	5.99		22,079	5.69
Total other loans	67,231	16.27		60,997	15.73
Total loans	413,121	100.00	%	387,742	100.00	%
Other items:
Net deferred loan costs	2,905			2,638
Allowance for loan losses	(6,020)			(3,742)
Total loans, net	$410,006			$386,638

Commercial real estate loans increased $10.9 million, or 8.6%, to $138.5 million, residential mortgage loans increased $7.3 million, or 6.0%, to $130.5 million, and home equity loans increased $4.9 million, or 8.3%, to $63.6 million at March 31, 2010 as compared to June 30, 2009. Commercial loans increased $3.6 million, or 9.1%, to $42.5 million, and consumer loans increased by $2.7 million, or 12.2%, to $24.8 million at March 31, 2010 as compared to June 30, 2009. A partial offset to these increases was a decrease in construction loans of $4.0 million, or 23.0%, to $13.3 million as of March 31, 2010 as compared to June 30, 2009. The decrease in construction loans and increase in commercial real estate loans is partially due to construction loans cycling into commercial real estate loans since most commercial real estate loans are und erwritten on a construction to permanent basis.

During the origination of fixed rate mortgages, each loan is analyzed to determine if the loan will be sold into the secondary market or held in portfolio. The Company retains servicing for loans sold to Fannie Mae and earns a fee equal to 0.25% of the loan amount outstanding for providing these services.  Loans which the Company originates that have a higher risk profile or are outside of our normal underwriting standards are sold to a third party along with the servicing rights. For the nine months ending March 31, 2010, loans sold totaled $12.3 million. Of the $12.3 million sold, $5.9 million were sold on a servicing released basis, and $6.4 million were sold on a servicing retained basis.

20 

                Non-Performing Assets. The following table sets forth the amounts and categories of our non-performing assets at the dates indicated.

	At March 31,	At June 30,
	2010	2009
	(Dollars in Thousands)
Non-accrual loans:
Residential mortgage	$2,878	$2,473
Commercial mortgage	481	856
Construction	-	-
Commercial	2,673	168
Home equity, consumer and other	587	417
Total non-accrual loans	6,619	3,914
Loans greater than 90 days delinquent and still accruing:
Residential mortgage	-	-
Commercial mortgage	-	-
Commercial	-	-
Home equity, consumer and other	-	-
Total loans 90 days delinquent and still accruing	-	-
Total non-performing loans	6,619	3,914
Other real estate owned	914	1,362
Total non-performing assets	$7,533	$5,276
Troubled debt restructurings	$3,605	$-
Ratios:
Non-performing loans to total loans	1.60%	1.01%
Non-performing assets to total assets	1.30%	0.93%

                 Generally, loans are placed on non-accrual status either when reasonable doubt exists as to the full collection of interest and principal or when a loan becomes 90 days past due, unless an evaluation clearly indicates that the loan is well-secured and in the process of collection. Non-performing assets totaled $7.5 million, or 1.30% of total assets, at March 31, 2010 compared to $5.3 million, or 0.93% of total assets, at June 30, 2009. There was an increase in commercial non-accrual loans of $2.5 million, of which $1.5 million was due to one loan relationship. Increases in residential mortgage non-accrual loans of $406,000, and consumer non-accrual loans of $170,000 were partially offset by a decrease in commercial mortgage non-accrual loans of $375,000 at March 31, 2010. At March 31, 2010 the Bank had seven troubled debt restructurings (loans for which a portion of interest or principal has been forgiven, or the loans have been modified to lower the interest rate or extend the original term) totaling approximately $3.6 million. The interest income recorded from these loans amounted to approximately $84,000 and $210,000 for the three and nine month periods ended March 31, 2010, respectively. There were no troubled debt restructurings at June 30, 2009.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, the nature of collateral, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan-by-loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. Impaired loans increased to $13.2 million at March 31, 2010 from $ 2.0 million at June 30, 2009 as a result of the continuing economic downtur n in the greater Springfield Area, current financial information received from borrowers, and an internal review of criteria for classifying impaired loans based on current regulatory guidelines.  Total impaired loans include $8.7 million, or 66%, of loans which are current with all payment terms. The Company has established specific reserves aggregating $1.2 million for impaired loans.  Such reserves relate to ten impaired loans with a carrying value of $6.7 million, and are based on management’s analysis of estimated underlying collateral values or the expected cash flows for troubled debt restructurings.

                We believe that the determination of our allowance for loan losses, including amounts required for impaired loans, is consistent with generally accepted accounting principles and current regulatory guidance. However, it is possible that regulators may make different judgments. It is also possible that, in this current economic environment, additional loans will become impaired in future periods.  

While the Company believes that it has established adequate specifically allocated and general allowances for losses on loans, adjustments to the allowance may be necessary if future conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of their examination process, the Company’s regulators periodically review the allowance for loan losses. These regulatory agencies may require the Company to recognize additions to the allowance based on their judgments of information available to them at the time of their examination, thereby negatively affecting the Company’s financial condition and earnings.

21 

The Company classifies property acquired through foreclosure or acceptance of a deed in lieu of foreclosure as other real estate owned (“OREO”) in its consolidated financial statements. When property is placed into OREO, it is recorded at the fair value less estimated costs to sell at the date of foreclosure or acceptance of deed in lieu of foreclosure. At the time of transfer to OREO, any excess of carrying value over fair value is charged to the allowance for loan losses. Management, or its designee, inspects all OREO property periodically. Holding costs and declines in fair value result in charges to expense after the property is acquired. At March 31, 2010, the Company had five properties valued at $914,000 classified as OREO. One of th ese properties was a commercial real estate property valued at $205,000, two properties were commercial construction projects totaling $558,000 and one is a residential property valued at $150,000. One property is a manufactured home loan valued at $113,000, however, there is a specific reserve for the full amount of the loan.

Allowance for Loan Losses. The following table sets forth activity in the Company’s allowance for loan losses for the periods indicated:

	Three Months Ended March 31,		Nine Months Ended March 31,
	2010	2009	2010	2009
	(Dollars in Thousands)		(Dollars in Thousands)
Balance at beginning of period	$6,256	$3,912	$3,742	$3,453
Charge-offs:
Mortgage loans on real estate	-	-	(39)	-
Other loans:
Commercial business	(1,626)	(185)	(1,691)	(753)
Consumer and other	(6)	(23)	(34)	(71)
Total other loans	(1,632)	(208)	(1,725)	(824)
Total charge-offs	(1,632)	(208)	(1,764)	(824)
Recoveries:
Mortgage loans on real estate	-	-	-	-
Other loans:
Commercial business	-	-	3	261
Consumer and other	1	1	2	3
Total other loans	1	1	5	264
Total recoveries	1	1	5	264
Net (charge-offs) recoveries	(1,631)	(207)	(1,759)	(560)
Provision for loan losses	1,395	300	4,037	1,112
Balance at end of period	$6,020	$4,005	$6,020	$4,005
Ratios:
Net (charge-offs) recoveries to average loans outstanding	(0.40%)	(0.05%)	(0.44%)	(0.15%)
Allowance for loan losses to non-performing loans at     end of period	90.95%	69.06%	90.95%	69.06%
Allowance for loan losses to total loans at end of period	1.46%	1.04%	1.46%	1.04%

For the three and nine months ended March 31, 2010 total charge-offs were $1.6 million and $1.8 million, respectively. These charge-offs were primarily due to one commercial loan relationship in which the Company charged off $1.5 million. In addition, the Company has taken an additional $540,000 specific reserve against this loan. The allowance for loan losses to non-performing loans has increased from 69.06% at March 31, 2009 to 90.95% at March 31, 2010. The allowance for loan losses to total loans has increased from 1.04% at March 31, 2009 to 1.46% at March 31, 2010.

22 

                Deposits and Borrowed Funds. The following table sets forth the Company’s deposit accounts (excluding escrow deposits) for the periods indicated.

	At March 31,			At June 30,
	2010			2009
	Balance	Percent		Balance	Percent
	(Dollars in Thousands)
Deposit type:
Demand deposits	$48,579	11.81	%	$42,021	11.02	%
Savings deposits	78,335	19.04		74,721	19.59
Money market	43,728	10.63		40,471	10.61
NOW accounts	27,775	6.75		21,748	5.70
Total transaction accounts	198,417	48.23		178,961	46.91
Certificates of deposit	212,969	51.77		202,516	53.09
Total deposits	$411,386	100.00	%	$381,477	100.00	%

Deposits increased $29.9 million, or 7.8%, to $411.4 million at March 31, 2010 from $381.5 million at June 30, 2009. Certificates of deposit increased $10.5 million, demand deposits increased $6.6 million, NOW accounts increased $6.0 million, savings accounts increased $3.6 million and money market accounts increased $3.3 million from June 30, 2009 to March 31, 2010.

Borrowingsinclude advances from the Federal Home Loan Bank of Boston (“FHLB”), as well as securities sold under agreements to repurchase, and have decreased $14.4 million, or 17.3%, to $68.9 million at March 31, 2010 from $83.3 million at June 30, 2009. Repayment of advances from the FHLB accounted for a $12.5 million decrease and repurchase agreements accounted for a $1.9 million decrease.

Stockholders’ Equity.In January 2009, the Company announced that its Board of Directors authorized a second stock repurchase program for the purchase of up to 377,619 shares of the Company’s common stock, or approximately 5% of its outstanding common stock (the “Repurchase Program”). The Company repurchased 198,300 shares of Company’s common stock, at an average price of $10.79 per share, in the first and second quarters of fiscal 2010 pursuant to the Repurchase Program. The Company repurchased 11,363 shares of Company stock, at an average price of $10.70 per share, in the third quarter of fiscal 2010 in connection with the vesting of the res tricted stock grants as part of our 2008 Equity Incentive Plan. The Company purchased these shares from the employee plan participants for settlement of tax withholding obligations. The Company also repurchased 85,615 shares of Company’s common stock, at an average price of $10.55 per share, in the third quarter of fiscal 2010 pursuant to the Repurchase Program. These repurchases contributed to an overall decrease in stockholders’ equity of $2.8 million, to $93.9 million at March 31, 2010, compared to $96.7 million at June 30, 2009.  Our ratio of capital to total assets decreased to 16.3% as of March 31, 2010 from 17.0% at June 30, 2009.

Comparison of Operating Results (unaudited) for the Three Months Ended March 31, 2010 and March 31, 2009

Net Income. The Company had a net loss for the three months ended March 31, 2010 of $143,000, or $(0.02) per basic and fully diluted share, as compared to a net loss of $57,000, or $(0.01) per basic and fully diluted share, for the same period in 2009. The decrease in net income was primarily due to an increase in the provision for loan losses of $1.1 million for the three months ended March 31, 2010 compared to the three months ended March 31, 2009.  The increase in the provision for loan losses is due to increases in loan delinquencies, increases in non-accrual loans, increases in impaired loans, growth in the loan portfolio, and general economic conditions. For the three month period ended March 31, 2010, net interest income increased by $521,000 compared to the three month period ended March 31, 2009. Non-interest income, including net gains on sales of securities and loans, increased by $88,000 compared to the three month period ended March 31, 2009.

23 

Analysis of Net Interest Income.

                Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred fees, and discounts and premiums that are amortized or accreted to interest income or expense. The Company does not accrue interest on loans on non-accrual status, however, the balance of these loans is included in the total average balance, which has the effect of lowering average loan yields.

	Three Months Ended March 31,
	2010				2009
	Average Outstanding Balance	Interest	Yield /Rate (1)		Average Outstanding Balance	Interest	Yield /Rate (1)
	(Dollars in Thousands)
Interest-earning assets:
Loans, net (2)	$409,968	$5,839	5.70	%	$385,798	$5,613	5.82	%
Investment securities	115,270	967	3.36	%	117,941	1,285	4.36	%
Federal funds sold and other	13,344	5	0.15	%	18,078	16	0.35	%
Total interest earning assets	538,582	6,811	5.06	%	521,817	6,914	5.30	%
Non-interest earning assets	37,774				34,575
Total assets	$576,356				$556,392
Interest-bearing liabilities:
Savings deposits	$77,912	147	0.75	%	$65,549	214	1.31	%
Money market	44,997	93	0.83	%	36,387	137	1.51	%
NOW and other checking accounts	69,434	55	0.32	%	55,257	46	0.33	%
Certificates of deposit	213,386	1,411	2.64	%	201,549	1,692	3.36	%
Total deposits	405,729	1,706	1.68	%	358,742	2,089	2.33	%
Borrowed funds	69,927	618	3.54	%	95,236	859	3.61	%
Total interest-bearing liabilities	475,656	2,324	1.95	%	453,978	2,948	2.60	%
Non-interest bearing liabilities	5,745				5,513
Total liabilities	481,401				459,491
Equity	94,955				96,901
Total Liabilities and equity	$576,356				$556,392
Net interest income		$4,487				$3,966
Net interest rate spread (3)			3.11	%			2.70	%
Net interest-earning assets (4)	$62,926				$67,839
Net interest margin (5)			3.33	%			3.04	%
Average interest-earning assets to interest-bearing liabilities			113.23	%			114.94	%
(1) Yields and rates for the three months ended March 31, 2010 and 2009 are annualized.
(2) Includes loans held for sale.
(3) Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of
interest-bearing liabilities for the period indicated.
(4) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.

24 

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of the Company’s interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Three Months Ended March 31, 2010 vs. 2009
	Increase (Decrease) Due to		Total Increase (Decrease)
	Volume	Rate
	(Dollars in Thousands)
Interest income:
Loans, net (1)	$346	$(120)	$226
Investment securities	(29)	(289)	(318)
Federal funds sold and other	(3)	(8)	(11)
Total interest income	314	(417)	(103)
Interest expense:
Savings deposits	35	(102)	(67)
Money market	27	(71)	(44)
NOW and other checking accounts	11	(2)	9
Certificates of deposits	95	(376)	(281)
Total deposits	168	(551)	(383)
Borrowed funds	(224)	(17)	(241)
Total interest expense	(56)	(568)	(624)
Change in net interest income	$370	$151	$521
(1) Includes loans held for sale.

Net interest income. Net interest incomefor the three months ended March 31, 2010 was $4.5 million, an increase of $521,000 or 13.1%, over the same period of 2009. This was primarily due to a decrease in the average cost of deposits of 65 basis points to 1.68% for the three months ended March 31, 2010 over the same period in 2009.

Interest income. Interest incomefor the three months ended March 31, 2010 decreased $103,000, or 1.5%, to $6.8 million over the same period of 2009. For the three months ended March 31, 2010, average outstanding net loans increased $24.2 million, or 6.3%, from the average for the three month period ended March 31, 2009. The average yield on interest earning assets decreased 24 basis points to 5.06% for the three months ended March 31, 2010, compared to 5.30% for the same period in 2009.

Interest Expense. Interest expense decreased $624,000, or 21.2%, to $2.3 million for the three months ended March 31, 2010. This decrease was primarily due to a decrease in rates of deposits. The average cost of funds decreased to 1.95% for the three months ended March 31, 2010, a decrease of 65 basis points from a cost of funds of 2.60% for the same period in 2009.

Provision for Loan Losses. The Company’s provision for loan loss expense was $1.4 million for the three months ended March 31, 2010 compared to $300,000 for the three months ended March 31, 2009.This increase is primarily due to increases in loan delinquencies, increases in non-accrual loans, increases in impaired loans and general economic conditions.The Company’s total allowance for loan losses increased by $2.0 million, to $6.0 million, or 1.46% of total loans as of March 31, 2010 compared to $4.0 million, or 1.04% of total loans as of March 31, 2009.

Non-interest Income. Total non-interest income totaled $626,000 for the three months ended March 31, 2010, an increase of $88,000 from the same period a year ago. This increase is primarily due to an increase in customer service fees of $82,000 for the three months ended March 31, 2010 compared to the same period a year ago, and a gain on the sale/impairment of securities of $1,000 for the three months ended March 31, 2010 compared to a loss on the sale/impairment of securities of $178,000 from the same period a year ago. A partial offset to these increa ses was a decrease on the gain on sale of loans, net, of $125,000 for the three months ended March 31, 2010 compared to the same period a year ago, and a decrease in other non-interest income of $49,000 for the three months ended March 31, 2010 compared to the same period a year ago.

25 

Non-interest Expense. Non-interest expense increased $98,000, or 2.4%, to $4.3 million for the three months ended March 31, 2010 compared to the same period for 2009. This increase was largely due to an increase in FDIC insurance and assessment expenses of $58,000, an increase in salaries and employee benefits of $55,000, and an increase in data processing services of $33,000 for the three months ended March 31, 2010 compared to the three months ended March 31, 2009. A partial offset to these increases was a decrease in advertising expenses of $33,000, a decrease in other general and administrative expenses of $13,000, and a decrease in occupancy and equipment of $2,000 during the thr ee months ended March 31, 2010, compared to such expenses for the same period in 2009.

     Income Taxes. Income tax expense decreased $498,000 for the three months ended March 31, 2010. Our combined federal and state effective tax rate was 73.9% for the three months ended March 31, 2010 compared to 258.3% for the three months ended March 31, 2009. The 73.9% effective rate was due to the recording of tax benefits on earnings from tax adjusted investments in addition to the tax benefit recorded on the loss before income taxes. Also, additional state tax benefits were recorded due to the establishment of deferred state tax assets on which current state taxes are not expected to be paid. The 258.3% effective tax rate for the three months ended Ma rch 31, 2009 was due to the establishment of a $75,000 valuation reserve due to the uncertainty of the realization of deferred tax assets relating to impairment losses on equity securities.

Comparison of Operating Results (unaudited) for the Nine Months Ended March 31, 2010 and March 31, 2009

Net Income. The Company had a net loss for the nine months ended March 31, 2010 of $975,000, or $(0.15) per basic and fully diluted share, as compared to net income of $180,000, or $0.03 per basic and fully diluted share, for the same period in 2009. The decrease in net income was primarily due to an increase in the provision for loan losses of $2.9 million for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009.  The increase in the provision for loan losses is due to increases in loan delinquencies, increases in non-accrual loans, increases in impaired loans and general economic conditions. There was also an increase in non-interest expense of $995,000 for the nine months ended March 31, 2010 compared to the nine m onths ended March 31, 2009. The increase in non-interest expense was mainly due to a write-down of other real estate owned of $253,000, an increase in other general and administrative expenses of $213,000, and an increase in salaries and employee benefits of $177,000 for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009. For the nine month period ended March 31, 2010, net interest income increased by $1.4 million compared to the nine month period ended March 31, 2009. Non-interest income, including net gains on sales of securities and loans, increased by $317,000 compared to the nine month period ended March 31, 2009.

Analysis of Net Interest Income.

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. The yields set forth below include the effect of deferred fees, and discounts and premiums that are amortized or accreted to interest income or expense. The Company does not accrue interest on loans on non-accrual status, however, the balance of these loans is included in the total average balance, which has the effect of lowering average loan yields.

26 

	Nine Months Ended March 31,
	2010				2009
	Average Outstanding Balance	Interest	Yield /Rate (1)		Average Outstanding Balance	Interest	Yield /Rate (1)
	(Dollars in Thousands)
Interest-earning assets:
Loans, net (2)	$403,721	$17,530	5.79	%	$378,280	$16,917	5.96	%
Investment securities	118,186	3,155	3.56	%	124,260	4,193	4.50	%
Federal funds sold and other	13,746	17	0.16	%	12,756	110	1.15	%
Total interest earning assets	535,653	20,702	5.15	%	515,296	21,220	5.49	%
Non-interest earning assets	35,580				32,577
Total assets	$571,233				$547,873
Interest-bearing liabilities:
Savings deposits	$75,267	504	0.89	%	$67,331	810	1.60	%
Money market	44,433	323	0.97	%	30,503	385	1.68	%
NOW and other checking accounts	67,372	182	0.36	%	52,456	121	0.31	%
Certificates of deposit	207,162	4,458	2.87	%	192,467	5,268	3.65	%
Total deposits	394,234	5,467	1.85	%	342,757	6,584	2.56	%
Borrowed funds	74,788	2,035	3.63	%	101,248	2,883	3.80	%
Total interest-bearing liabilities	469,022	7,502	2.13	%	444,005	9,467	2.84	%
Non-interest bearing liabilities	6,272				5,734
Total liabilities	475,294				449,739
Equity	95,939				98,134
Total Liabilities and equity	$571,233				$547,873
Net interest income		$13,200				$11,753
Net interest rate spread (3)			3.02	%			2.65	%
Net interest-earning assets (4)	$66,631				$71,291
Net interest margin (5)			3.29	%			3.04	%
Average interest-earning assets to interest-bearing liabilities			114.21	%			116.06	%
(1) Yields and rates for the nine months ended March 31, 2010 and 2009 are annualized.
(2) Includes loans held for sale.
(3) Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of
interest-bearing liabilities for the period indicated.
(4) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by average total interest-earning assets.

27 

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of the Company’s interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Nine Months Ended March 31, 2010 vs. 2009
	Increase (Decrease) Due to		Total Increase (Decrease)
	Volume	Rate
	(Dollars in Thousands)
Interest income:
Loans, net (1)	$1,115	$(502)	$613
Investment securities	(197)	(841)	(1,038)
Federal funds sold and other	8	(101)	(93)
Total interest income	926	(1,444)	(518)
Interest expense:
Savings deposits	87	(393)	(306)
Money market	137	(199)	(62)
NOW and other checking accounts	38	23	61
Certificates of deposits	380	(1,190)	(810)
Total deposits	642	(1,759)	(1,117)
Borrowed funds	(725)	(123)	(848)
Total interest expense	(83)	(1,882)	(1,965)
Change in net interest income	$1,009	$438	$1,447
(1) Includes loans held for sale.

Net interest income. Net interest incomefor the nine months ended March 31, 2010 was $13.2 million, an increase of $1.4 million or 12.3%, over the same period of 2009. This was primarily due to a decrease in the average cost of funds of 71 basis points to 2.13% for the nine months ended March 31, 2010 and an increase in average interest earning assets of $20.0 million for the nine months ended March 31, 2010 over the same period in 2009.

Interest income. Interest incomefor the nine months ended March 31, 2010 decreased $518,000, or 2.4%, to $20.7 million over the same period of 2009. This decrease was primarily due to a decrease in the average balance of investment securities of $6.1 million, or 4.9%, for the nine months ended March 31, 2010. For the nine months ended March 31, 2010, average outstanding net loans increased $25.4 million, or 6.7%, from the average for the nine month period ended March 31, 2009. The average yield on interest earning assets decreased 34 basis points to 5.15% for the nine months ended March 31, 2010, compared to 5.49% for the same period in 2009.

Interest Expense. Interest expense decreased $2.0 million, or 20.8%, to $7.5 million for the nine months ended March 31, 2010. This decrease was primarily due to a decrease in rates of deposits. The average cost of funds decreased to 2.13% for the nine months ended March 31, 2010, a decrease of 71 basis points from a cost of funds of 2.84% for the same period in 2009.

Provision for Loan Losses. The Company’s provision for loan loss expense was $4.0 million for the nine months ended March 31, 2010 compared to $1.1 million for the nine months ended March 31, 2009.This increase is primarily due to increases in loan delinquencies, increases in non-accrual loans, increases in impaired loans and general economic conditions.The Company’s total allowance for loan losses increased by $2.0 million, to $6.0 million, or 1.46% of total loans as of March 31, 2010 compared to $4.0 million, or 1.04% of total loans as of March 31, 2009.

Non-interest Income. Total non-interest income totaled $2.0 million for the nine months ended March 31, 2010, an increase of $317,000 from the same period a year ago. This increase is primarily due to an increase in customer service fees of $239,000 for the nine months ended March 31, 2010 compared to the same period a year ago, and a gain on the sale/impairment of securities of $15,000 for the nine months ended March 31, 2010 compared to a loss on the sale/impairment of securities of $329,000 from the same period a year ago.  A partial offset to these increases was a decrease on the gain on sale of loans, net, of $131,0 00 for the nine months ended March 31, 2010 compared to the same period a year ago, and a decrease in other non-interest income of $118,000 for the three months ended March 31, 2010 compared to the same period a year ago.

28 

Non-interest Expense. Non-interest expense increased $995,000, or 8.4%, to $12.9 million for the nine months ended March 31, 2010 compared to the same period for 2009. This increase was largely due to an increase in the writedown of other real estate owned of $253,000, an increase in other general and administrative expenses of $213,000, an increase in salaries and employee benefits of $177,000 and an increase in FDIC insurance and assessment expenses of $138,000 for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009. There was also an increase in data processing services of $84,000, an increase in occupancy and equipment of $82,000, as well as an increase in advertising expenses of $48,000, during the nine months ended March 31, 2010, compared to such expenses for the same period in 2009. The increases in these expenses are costs associated with attracting and retaining customers.

                 Income Taxes. Income tax expense decreased $1.0 million for the nine months ended March 31, 2010. Our combined federal and state effective tax rate was 45.2% for the nine months ended March 31, 2010 compared to 52.3% for the nine months ended March 31, 2009. The 52.3% effective tax rate for the nine months ended March 31, 2009 was due to the establishment of a $75,000 valuation reserve due to the uncertainty of the realization of deferred tax assets relating to impairment losses on equity securities.

Minimum Regulatory Capital Requirements. As of March 31, 2010, the most recent notification from the Federal Deposit Insurance Corporation categorized Hampden Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed Hampden Bank’s category. The Company’s and Bank’s capital amounts and ratios as of March 31, 2010 (unaudited) and June 30, 2009 are presented in the table below.

							Minimum
							To Be Well
				Minimum			Capitalized Under
				For Capital			Prompt Corrective
	Actual			Adequacy Purposes			Action Provisions
	Amount	Ratio		Amount	Ratio		Amount	Ratio
	(Dollars in Thousands)
As of March 31, 2010:
Total capital (to risk weighted assets):
Consolidated	$96,093	23.5	%	$32,755	8.0	%	N/A	N/A
Bank	72,954	18.1		32,204	8.0		$40,255	10.0	%
Tier 1 capital (to risk weighted assets):
Consolidated	90,964	22.2		16,377	4.0		N/A	N/A
Bank	67,910	16.9		16,102	4.0		24,153	6.0
Tier 1 capital (to average assets):
Consolidated	90,964	15.8		23,040	4.0		N/A	N/A
Bank	67,910	12.2		22,213	4.0		27,767	5.0
As of June 30, 2009:
Total capital (to risk weighted assets):
Consolidated	$98,546	24.7	%	$31,944	8.0	%	N/A	N/A
Bank	71,634	18.3		31,268	8.0		$39,085	10.0	%
Tier 1 capital (to risk weighted assets):
Consolidated	94,804	23.7		15,972	4.0		N/A	N/A
Bank	67,892	17.4		15,634	4.0		23,451	6.0
Tier 1 capital (to average assets):
Consolidated	94,804	16.6		22,801	4.0		N/A	N/A
Bank	67,892	12.4		21,983	4.0		27,479	5.0

29 

     Liquidity Risk Management. Liquidity risk, or the risk to earnings and capital arising from an organization’s inability to meet its obligations without incurring unacceptable losses, is managed by the Company’s Chief Financial Officer, who monitors on a daily basis the adequacy of the Company’s liquidity position. Oversight is provided by the Asset/Liability Committee, which reviews the Company’s liquidity on a monthly basis, and by the Board of Directors of the Company, which reviews the adequacy of our liquidity resources on a quarterly basis.

    The Company’s primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided by operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing loans and investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We maintain excess funds in cash and short-term interest-bearing assets that provide additional liquidity. At March 31, 2010, cash and cash equivalents totaled $25.4 million, or 4.4% of total assets.

     The Company also relies on outside borrowings from the FHLB as an additional funding source. The Company uses FHLB borrowings to fund growth in the balance sheet and to assist in the management of its interest rate risk by match funding longer term fixed rate loans.

     The Company uses it’s liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and borrowings, to fund other deposit withdrawals, to invest in other interest-earning assets and to meet operating expenses. The Company anticipates that it will continue to have sufficient funds and alternative funding sources to meet its commitments.

    Contractual Obligations. The following tables present information indicating various contractual obligations and commitments of the Company as of March 31, 2010 and the respective maturity dates.

	Total	One Year or Less	More than One Year through Three Years	More than Three Years Through Five Years	Over Five Years
	(Dollars in Thousands)
As of March 31, 2010
Federal Home Loan Bank of Boston advances	$59,876	$14,640	$32,308	$3,928	$9,000
Lease commitments	2,259	256	419	316	1,268
Securities sold under agreements to repurchase	8,982	8,982	-	-	-
Total contractual obligations	$71,117	$23,878	$32,727	$4,244	$10,268

Off-Balance Sheet Arrangements: In the normal course of business, there are outstanding commitments which are not reflected in the accompanying consolidated balance sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and generally have fixed expiration dates or other termination clauses. The following table presents certain information about the Company’s loan commitments and other contingencies outstanding as of March 31, 2010 and June 30, 2009.

	March 31, 2010	June 30, 2009
	(Dollars in Thousands)
Commitments to grant loans (1)	$18,283	$23,572
Commercial loan lines-of-credit (2)	20,244	18,744
Unused portions of home equity lines-of-credit (3)	29,563	28,109
Unused portion of construction loans (4)	7,249	8,531
Unused portion of mortgage loans	274	307
Unused portion of personal lines-of-credit (5)	1,994	1,965
Standby letters of credit (6)	460	756
Total loan commitments	$78,067	$81,984
(1) Commitments for loans are generally extended to customers for up to 60 days after which they expire.
(2) The majority of C&I loans are written on a demand basis.
(3) Unused portions of home equity lines of credit are available to the borrower for up to 20 years.
(4) Unused portions of construction loans are available to the borrower for up to eighteen months
for development loans and up to one year for other construction loans.
(5) Unused portions of personal lines-of-credit are available to customers in "good standing" indefinitely.
(6) Standby letters of credit are generally available for one year or less.

30 

Item 3: Quantitative and Qualitative Disclosures About Market Risks

There have been no material changes in the Company’s market risk during the nine months ended March 31, 2010. See the discussion and analysis of quantitative and qualitative disclosures about market risk provided in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009 for a general discussion of the qualitative aspects of market risk and discussion of the simulation model used by the Company to measure its interest rate risk.

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that, based on such evaluation, our disclosure controls and procedures were effective and designed to provide reasonable assurance that the information required to be disclosed by us is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, includi ng our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply this judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the financial condition and results of operations of the Company.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors during the nine months ended March 31, 2010. See the discussion and analysis of risk factors, in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2009.

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

(a)   Unregistered Sales of Equity Securities – Not applicable

(b)   Use of Proceeds – Not applicable

(c)   Repurchase of Our Equity Securities – In January 2010, the Company purchased 11,363 shares at an average price of $10.70 per share in connection with the vesting of the restricted stock grants as part of our 2008 Equity Incentive Plan. The Company purchased these shares from the employee plan participants for settlement of tax withholding obligations. In January 2009,  the Company announced that its Board of Directors authorized a second stock repurchase program (“Repurchase Program”) for the purchase of up to 377,619 shares of the Company’s common stock or approximately 5% of its outstanding common stock. The Company purchased 85,615 shares in the quarter ended March 31, 2010 at an average price of $10.55 per share to complete the Repurchase Program.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly announced Plans or Programs	(d) Maximum Number or Appropriate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2010 - January 31, 2010	11,363	$10.70	-	85,615
February 1, 2010 - February 28, 2010	85,615	$10.55	85,615	-
March 1, 2010 - March 31, 2010	-	$-	-	-
	96,978	$10.57	85,615

31 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

Item 5. Other Information

Not applicable.

Item 6. Exhibits

3.1	Certificate of Incorporation of Hampden Bancorp, Inc.(1)
3.2	Amended and Restated Bylaws of Hampden Bancorp, Inc.(2)
3.3	Text of Amendment to Amended and Restated Bylaws of Hampden Bancorp, Inc. (3)
4.1	Stock Certificate of Hampden Bancorp, Inc.(1)
10.1	Hampden Bank Employee Stock Ownership Plan and Trust Agreement(4)
10.2.1	Hampden Bank Employee Stock Ownership Plan Loan Agreement(5)
10.2.2	Pledge Agreement(5)
10.2.3	Promissory Note(5)
10.3	Hampden Bank 401(k) Profit Sharing Plan and Trust(1)
10.4	Hampden Bank SBERA Pension Plan(1)
10.5.1	Employment Agreement between Hampden Bank and Thomas R. Burton(5)
10.5.2	Employment Agreement between Hampden Bank and Glenn S. Welch(5)
10.6.1	Form of Hampden Bank Change in Control Agreement(9)
10.6.2	Form of 2009 Hampden Bank Change in Control Agreement(10)
10.7	Executive Salary Continuation Agreement between Hampden Bank and Thomas R. Burton(1)
10.8	Form of Executive Salary Continuation Agreement between Hampden Bank and certain specific  officers(1)
10.9	Form of Director Supplemental Retirement Agreements between Hampden Bank and certain directors(1)
10.10.1	Executive Split Dollar Life Insurance Agreement between Hampden Bank and Thomas R. Burton(1)
10.10.2	Executive Split Dollar Life Insurance Agreement between Hampden Bank and Robert S. Michel(1)
10.11	Amended and Restated Executive Salary Continuation Agreement between Hampden Bank and Thomas R. Burton (6)
10.12	2008 Equity Incentive Plan (7)
10.13	Form of Restricted Stock Agreement (8)
10.14	Form of Stock Option Grant Notice and Stock Option Agreement (8)
14.0	Hampden Bancorp, Inc. Code of Conduct (6)

32 

21.0	List of Subsidiaries (6)
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a) of Thomas R. Burton
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a) of Robert A. Massey
32.0	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

(1)	Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-137359), as amended, initially filed with the SEC on September 15, 2006.
(2)	Incorporated by reference to the Company's Current Report on Form 8-K (File No. 001-33144) as filed with the SEC on August 3, 2007.
(3)	Incorporated by reference to the Company’s Current Report on form 8-K (File No. 001-33144), as filed with the SEC on September 14, 2009.
(4)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q (File No. 001-33144) for the quarter ended September 30, 2006.
(5)	Incorporated by reference to the Company's Current Report on Form 8-K (File No. 001-33144) as filed with the SEC on January 19, 2007.
(6)	Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 333-137359), as filed with the SEC on September 14, 2007.
(7)	Incorporated by reference to the Company’s Proxy Statement on Form DEF 14A (File No. 001-33144), as filed with the SEC on December 27, 2007.
(8)	Incorporated by reference to the Company's Quarterly Report on Form 10-Q (File No. 001-33144) for the quarter ended September 30, 2008.
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-33144) as filed with the SEC on January 29, 2009.
(10)	Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-33144), as filed with the SEC on November 9, 2009.

33 

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.

		HAMPDEN BANCORP, INC.
Date: May 12, 2010		/s/ Thomas R. Burton
		Thomas R. Burton
		President and Chief Executive Officer
Date: May 12, 2010	/s/ Robert A. Massey
	Robert A. Massey
	Chief Financial Officer, Senior Vice President and Treasurer

34