Peoples Federal Bancshares 10Q 2011 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2011

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

For the transition period from _______________ to _______________

Commission File No. 001-34801

Peoples Federal Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland		27-2814821
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

435 Market Street, Brighton, Massachusetts		02135
(Address of Principal Executive Offices)		Zip Code

(617) 254-0707

(Registrant’s telephone number)

	N/A
	(Former name or former address, if changed since last report)

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

YES x NO ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES o NO ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

7,141,500 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of August 5, 2011.

Peoples Federal Bancshares, Inc.

FORM 10-Q

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		Page
	Part I. Financial Information

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of June 30, 2011 (unaudited) and September 30, 2010	1

	Consolidated Statements of Income for the Three Months Ended and Nine Months Ended June 30, 2011 and 2010 (unaudited)	2

	Consolidated Statements of Changes in Equity for the Nine Months Ended June 30, 2011and 2010 (unaudited)	3

	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2011 and 2010 (unaudited)	4

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

	Part II. Other Information

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	[Reserved]	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
	Signature Page	31

Part I. Financial Information

Item 1.

Consolidated Financial Statements

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	June 30, 2011			September 30, 2010
	(Unaudited)
	(In thousands, except share data)
ASSETS
Cash and due from banks	$	9,849		$	9,154
Interest-bearing demand deposits with other banks and money market mutual funds		45,713			66,888
Federal funds sold		3,041			12,505
Federal Home Loan Bank - overnight deposit		8,003			25,316
Total cash and cash equivalents		66,606			113,863
Investments in available-for-sale securities (at fair value)		25,541			23,596
Investments in held-to-maturity securities (at cost)		6,775			---
Federal Home Loan Bank stock (at cost)		4,339			4,339
Loans, net of allowance for loan losses of $3,376 as of June 30, 2011 (unaudited) and $3,203 as of September 30, 2010		401,904			377,664
Loans held-for-sale		---			260
Other real estate owned		---			795
Premises and equipment		3,680			3,257
Accrued interest receivable		1,524			1,589
Cash surrender value of life insurance policies		18,567			11,670
Deferred income tax asset, net		5,431			5,647
Other assets		3,496			3,257
Total assets	$	537,863		$	545,937

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	37,818		$	35,359
Interest-bearing		352,271			355,480
Total deposits		390,089			390,839
Federal Home Loan Bank advances		23,000			33,000
Other liabilities		7,393			7,738
Total liabilities		420,482			431,577

Stockholders’ Equity:
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued		---			---
Common stock, $.01 par value, 100,000,000 shares authorized, 7,141,500 shares issued and outstanding		71			71
Additional paid-in-capital		69,409			69,331
Retained earnings		53,118			50,606
Accumulated other comprehensive income		68			65
Unearned ESOP shares		(5,285	)		(5,713	)
Total stockholders’ equity		117,381			114,360
Total liabilities and stockholders’ equity	$	537,863		$	545,937

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

Index

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended June 30,				Nine Months Ended June 30,
	2011		2010		2011		2010
	(Unaudited)
	(In thousands, except share data)

Interest and dividend income:
Interest and fees on loans	$	4,981	$	5,113	$	15,116	$	15,730
Interest on debt securities:
Taxable		93		30		236		100
Other interest		25		36		99		71
Dividends on Federal Home Loan Bank stock		4		---		7		---
Total interest and dividend income		5,103		5,179		15,458		15,901
Interest expense:
Interest on deposits		875		1,097		2,601		3,566
Interest on Federal Home Loan Bank advances		183		443		611		1,335
Total interest expense		1,058		1,540		3,212		4,901
Net interest and dividend income		4,045		3,639		12,246		11,000
Provision for loan losses		120		---		340		300

Net interest and dividend income after provision for loan losses		3,925		3,639		11,906		10,700
Noninterest income:
Customer service fees		204		208		605		614
Loan servicing fees		25		24		77		75
Net gain on sales of mortgage loans		13		91		136		171
Net gain on sales of available-for-sale securities		---		---		---		210
Income on cash surrender value of life insurance		157		102		397		318
Other income		46		5		206		64
Total noninterest income		445		430		1,421		1,452
Noninterest expense:
Salaries and employee benefits		2,103		1,818		6,071		5,215
Occupancy expense		187		192		626		596
Equipment expense		107		102		320		308
Professional fees		114		129		444		313
Advertising expense		83		35		146		109
Data processing expense		172		120		548		468
Deposit insurance expense		96		165		338		358
Other expense		304		251		933		715
Total noninterest expense		3,166		2,812		9,426		8,082
Income before income taxes		1,204		1,257		3,901		4,070
Income tax expense		493		478		1,389		1,572
Net income	$	711	$	779	$	2,512	$	2,498

Earnings per common share:
Basic	$	0.11		N/A	$	0.38		N/A
Diluted	$	0.11		N/A	$	0.38		N/A

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

Index

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Nine Months Ended June 30, 2011 and 2010 (Unaudited)

(In thousands)

	Common Stock		Additional Paid-in Capital		Retained Earnings		Unearned ESOP Shares			Accumulated Other Comprehensive Income			Total
Balance, September 30, 2009	$	---	$	---	$	50,770	$	---		$	173		$	50,943
Comprehensive income:
Net income		---		---		2,498		---			---			---
Net change in unrealized holding gain on available-for-sale securities, net of tax effect		---		---		---		---			(112	)		---
Comprehensive income		---		---		---		---			---			2,386
Balance, June 30, 2010	$	---	$	---	$	53,268	$	---		$	61		$	53,329

Balance, September 30, 2010	$	71	$	69,331	$	50,606	$	(5,713	)	$	65		$	114,360
Comprehensive income:
Net income		---		---		2,512		---			---			---
Net change in unrealized holding gain on available-for-sale securities, net of tax effect		---		---		---		---			3			---
Comprehensive income		---		---		---		---			---			2,515
ESOP shares committed to be released		---		78		---		428			---			506
Balance, June 30, 2011	$	71	$	69,409	$	53,118	$	(5,285	)	$	68		$	117,381

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

Index

PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended June 30,
	2011			2010
	Unaudited
Cash flows from operating activities:	(In thousands)
Net income	$	2,512		$	2,498
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Change in loans held for sale		260			---
Amortization of securities, net		(170	)		12
Net gain on sales of available-for-sale securities		---			(210	)
Provision for loan losses		340			300
Change in net deferred loan fees		(134	)		(181	)
Depreciation and amortization		268			291
Loss on sale of other real estate owned		30			---
Write down of other real estate owned		101			---
Unearned Compensation ESOP		281			---
Decrease (increase) in accrued interest receivable		65			(1	)
Income on cash surrender value of life insurance		(397	)		(318	)
Increase in other assets		(65	)		(2,567	)
(Decrease) increase in accrued expenses and other liabilities		(120	)		48
Increase in prepaid income taxes		(174	)		(144	)
Deferred income tax expense		215			75

Net cash provided by (used in) operating activities		3,012			(197	)

Cash flows from investing activities:
Purchases of available-for-sale securities		(27,000	)		(13,000	)
Purchases of held-to-maturity securities		(6,775	)		---
Proceeds from sales of available-for-sale securities		---			4,829
Proceeds from maturities, payments and calls of
available-for-sale securities		25,229			895
Loan originations and principal collections, net		(2,392	)		20,636
Loans purchased		(22,293	)		(30,830	)
Investments in life insurance policies		(6,500	)		---
Recoveries of loans previously charged off		8			139
Capital expenditures		(691	)		(153	)
Proceeds from sale of other real estate owned		895			---

Net cash used in investing activities		(39,519	)		(17,484	)

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PEOPLES FEDERAL BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(continued)

	Nine Months Ended June 30,
	2011			2010
	(Unaudited)
	(In thousands)

Cash flows from financing activities:

Net (decrease) increase in demand deposits, NOW and savings accounts		(3,810	)		89,601
Net increase in time deposits		3,060			11,232
Proceeds from Federal Home Loan Bank advances		---			8,000
Repayment of Federal Home Loan Bank advances		(10,000	)		(19,000	)

Net cash (used in) provided by financing activities		(10,750	)		89,833

Net (decrease) increase in cash and cash equivalents		(47,257	)		72,152
Cash and cash equivalents at beginning of period		113,863			88,634
Cash and cash equivalents at end of period	$	66,606		$	160,786

Supplemental disclosures:
Interest paid	$	3,212		$	4,933
Income taxes paid		1,348			1,641

Transfer from loans to other real estate owned		231			---

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

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PEOPLES FEDERAL BANCSHARES, INC AND SUBSIDIARY

Notes to Consolidated Financial Statements

NOTE 1 - NATURE OF OPERATIONS

Peoples Federal Savings Bank (Bank) was organized in 1888, and in 2005 reorganized into a mutual holding company structure. The Bank is headquartered in Brighton, Massachusetts. The Bank operates its business from seven banking offices located in Brighton, Allston, West Roxbury, Jamaica Plain, Brookline, Norwood and West Newton, Massachusetts. The Bank is engaged principally in the business of providing a variety of financial services to individuals and small businesses primarily in the form of various deposit products and residential and commercial mortgage lending products.

On July 6, 2010, in accordance with a Plan of Conversion (Conversion), Peoples Federal MHC, the Bank’s former federally chartered mutual holding company completed a mutual-to-stock conversion pursuant to which the Bank became the wholly owned subsidiary of Peoples Federal Bancshares, Inc. (Company), a stock holding company. In connection with the Conversion, the Company sold 6,612,500 shares of common stock, at an offering price of $10 per share, and issued an additional 529,000 shares of its common stock to the Peoples Federal Savings Bank Charitable Foundation, resulting in an aggregate issuance of 7,141,500 shares of common stock. The Company’s stock began trading on July 7, 2010 on the NASDAQ Stock Market LLC, under the symbol “PEOP.”

The net proceeds from the stock offering, net of offering costs of $2,012,000, amounted to $64,112,000.

As set forth above, in connection with the Conversion, the Bank established and funded the Peoples Federal Savings Bank Charitable Foundation (Foundation) with 529,000 shares of the Company’s common stock, which was equal to 8% of the shares issued in the stock offering. This contribution resulted in recognition of expense in the quarter ended September 30, 2010, based on the $10 per share offering price. The Foundation supports charitable causes and community development activities in the Bank’s areas of operations.

Also, in connection with the Conversion, the Bank established an employee stock ownership plan (ESOP), which purchased 571,320 shares of the Company’s common stock at a price of $10 per share.

In accordance with Office of Thrift Supervision (OTS) regulations, at the time of the Conversion from a mutual holding company to a stock holding company, the Company will substantially restrict retained earnings by establishing a liquidation account and the Bank will establish a parallel liquidation account. The liquidation account will be maintained for the benefit of eligible holders who continue to maintain their accounts at the Bank after conversion. The liquidation account will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account. In the event of a complete liquidation of the Bank, and only in such event, each account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. The Bank may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount.

NOTE 2 - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Peoples Federal Bancshares, Inc., and its wholly owned subsidiary, Peoples Federal Savings Bank as of June 30, 2011(unaudited) and September 30, 2010. All significant intercompany accounts and transactions have been eliminated in the consolidation.

In the opinion of management, the interim unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company and the statements of income and changes in equity and cash flows for the interim periods presented.

The financial statements have been prepared in accordance with generally accepted accounting principles. In preparing the financial statements, management is required to make extensive use of estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly 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 and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the

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determination of the allowance for loan losses and valuation of real estate, management obtains independent appraisals for significant properties.

Certain financial information, which is normally included in financial statements prepared in accordance with generally accepted accounting principles, but which is not required for interim reporting purposes, has been condensed or omitted. Operating results for the nine month period ended June 30, 2011 (unaudited) are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2011. The accompanying condensed financial statements should be read in conjunction with the financial statements and notes thereto included in Peoples Federal Bancshares, Inc.’s Form 10-K for the fiscal year ended September 30, 2010 filed with the SEC on December 29, 2010.

The allowance for loan losses is a significant accounting policy and is presented in Peoples Federal Bancshares, Inc.’s Form 10-K for the fiscal year ended September 30, 2010 which provides information on how significant assets are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective judgments, and as such could be most subject to revision as new information becomes available.

NOTE 3 - RECENT PRONOUNCEMENTS

In December 2010, the Financial Accounting Standards Board (FASB) issued ASU 2010-28, “Intangibles – Goodwill and Other.” This ASU address when to perform step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For public entities, the amendments in this ASU are effective for fiscal years and interim periods beginning after December 15, 2010 and did not have an impact on the Company’s results of operations or financial position.

In December 2010, the FASB issued ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations.” This ASU addresses diversity in practice about the interpretation of the pro forma revenue and earning disclosure requirements for business combinations. The amendments in this ASU are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010 and did not have an impact on the Company’s results of operations or financial position.

In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” This ASU provides additional guidance or clarification to help creditors determine whether a restructuring constitutes a troubled debt restructuring. For public entities, the amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired, and should measure impairment on those receivables prospectively for the first interim or annual period beginning on or after June 15, 2011. Additional disclosures are also required under this ASU. The Company is currently evaluating the impact of this ASU. The ASU is expected to cause more loan modifications to be classified as Troubled Debt Restructurings and the Company is evaluating its modification programs and practices in light of the new ASU.

In April 2011, the FASB issued ASU 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” The objective of this ASU is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This ASU prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Early adoption is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.” The amendments in this ASU explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during

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interim and annual periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” The objective of this ASU is to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. Under this ASU, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. An entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. An entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

NOTE 4 - INVESTMENTS IN SECURITIES

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. The amortized cost of investment securities and their approximate fair values are as follows:

	Amortized Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Available-for-Sale Securities:
June 30, 2011 (unaudited):
Debt securities issued by U.S. Government corporations and agencies	$	24,999	$	72	$	4	$	25,067
Mortgage-backed securities		428		46		---		474
	$	25,427	$	118	$	4	$	25,541

September 30, 2010:
Debt securities issued by U.S. Government corporations and agencies	$	23,000	$	66	$	---	$	23,066
Mortgage-backed securities		486		44		---		530
	$	23,486	$	110	$	---	$	23,596

Held-to-Maturity Securities:
June 30, 2011 (unaudited):

Mortgage-backed securities	$	6,775		---		23		6,752
	$	6,775	$	---	$	23	$	6,752

The scheduled maturities of debt securities were as follows as of June 30, 2011(Unaudited). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available-for-Sale		Held-to-Maturity
	Fair Value		Cost Basis		Fair Value
	(In thousands)
Over one through five years	$	25,067	$	---	$	---
Mortgage-backed securities		474		6,775		6,752
	$	25,541	$	6,775	$	6,752

During the nine months ended June 30, 2011, there were no sales of available-for-sale or held-to-maturity securities. During the nine months ended June 30, 2010, proceeds from sales of securities available-for-sale amounted to

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$4,829,000. Gross realized gains on those sales amounted to $210,000 with no realized losses. The income tax expense related to the gross realized gains amounted to $85,000.

The aggregate fair value and unrealized losses of securities that have been in a continuous unrealized loss position for less than twelve months and for twelve months or more, and are not other than temporarily impaired, are as follows:

	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In thousands)
June 30, 2011 (unaudited):
Debt securities issued by U.S. Government corporations and agencies	$	1,996	$	4	$	---	$	---	$	1,996	$	4
Mortgage-backed securities		6,752		23		---		---		6,752		23
Total temporarily impaired securities	$	8,748	$	27	$	---	$	---	$	8,748	$	27

Unrealized losses on debt securities as June 30, 2011 (unaudited) are due to changes in market interest rates and are deemed to be temporary. The Company has the intent and ability to hold the securities until cost recovery occurs.

The Company did not have any impaired investments at September 30, 2010.

NOTE 5 – LOANS AND ALLOWANCE FOR LOAN LOSSES

LOANS:

Loans receivable that management has the intent and ability to hold until maturity or pay off are reported at their outstanding principal balances adjusted for amounts due to borrowers on unadvanced loans, any charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans.

Interest on loans is recognized on a simple interest basis.

Loan origination and commitment fees and certain direct origination costs are deferred, and the net amount amortized as an adjustment of the related loan’s yield. The Company is amortizing these amounts over the contractual life of the related loans.

Residential real estate loans are generally placed on nonaccrual when reaching 90 days past due or in process of foreclosure. All closed-end consumer loans 90 days or more past due and any equity line reaching 90 days past due or in the process of foreclosure are placed on nonaccrual status. Secured consumer loans are written down to realizable value and unsecured consumer loans are charged off upon reaching 120 or 180 days past due depending on the type of loan. Commercial real estate loans and commercial business loans and leases which are 90 days or more past due are generally placed on nonaccrual status, unless secured by sufficient cash or other assets immediately convertible to cash. When a loan has been placed on nonaccrual status, previously accrued and uncollected interest is reversed against interest on loans. A loan can be returned to accrual status when collectability of principal is reasonably assured and the loan has performed for a period of time, generally nine months.

Cash receipts of interest income on impaired loans are credited to principal to the extent necessary to eliminate doubt as to the collectability of the net carrying amount of the loan. Some or all of the cash receipts of interest income on impaired loans is recognized as interest income if the remaining net carrying amount of the loan is deemed to be fully collectible. When recognition of interest income on an impaired loan on a cash basis is appropriate, the amount of income that is recognized is limited to that which would have been accrued on the net carrying amount of the loan at the contractual interest rate. Any cash interest payments received in excess of the limit and not applied to reduce the net carrying amount of the loan are recorded as recoveries of charge-offs until the charge-offs are fully recovered.

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ALLOWANCE FOR LOAN LOSSES:

We provide for loan losses based upon the consistent application of our documented allowance for loan loss methodology. All loan losses are charged to the allowance for loan losses and all recoveries are credited to it. Additions to the allowance for loan losses are provided by charges to income based on various factors which, in our judgment, deserve current recognition in estimating probable losses. We regularly review the loan portfolio, including a review of our classified assets, and make provisions for loan losses in order to maintain the allowance for loan losses in accordance with GAAP. The allowance for loan losses consists primarily of two components:

(1) Specific allowances established for impaired loans (as defined by GAAP). The amount of impairment provided for as a specific allowance is represented by the deficiency, if any, between the estimated fair value of the loan, or the loan’s observable market price, if any, or the fair value of the underlying collateral, if the loan is collateral dependent, and the carrying value of the loan. Impaired loans for which the estimated fair value of the loan, or the loan’s observable market price or the fair value of the underlying collateral if the loan is collateral dependent, exceeds the carrying value of the loan are not considered in establishing specific allowances for loan losses; and

(2) General allowances established for loan losses on a portfolio basis for loans that do not meet the definition of impaired loans. The portfolio is grouped into similar risk characteristics, primarily loan type and regulatory classification. We apply an estimated loss rate to each loan group. The loss rates applied are based upon our loss experience adjusted, as appropriate, for the environmental factors discussed below. 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. The adjustments to historical loss experience are based on our evaluation of several qualitative and environmental factors, including:

changes in any concentration of credit (including, but not limited to, concentrations by geography, industry or collateral type);

changes in the number and amount of non-accrual loans, watch list loans and past due loans;

changes in national, state and local economic trends;

changes in the types of loans in the loan portfolio;

changes in the experience and ability of personnel and management in the mortgage loan origination and loan servicing departments;

changes in the value of underlying collateral for collateral dependent loans;

changes in lending strategies; and

changes in lending policies and procedures.

Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate and multi-family real estate loans – All loans in this segment are collateralized by owner-occupied and non-owner-occupied residential and multifamily real estate. Repayment is dependent on the credit quality of the individual borrower and/or cash flow derived from the property. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment. Multi-family loans generally present a higher level of risk than our loans which are secured by one to four family loans.

Commercial real estate – Loans in this segment are primarily income-producing properties throughout the greater Boston area. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Management obtains rent rolls annually and continually monitors the cash flows on these loans.

Construction loans – Loans in this segment primarily include speculative residential, multi-family, and commercial mixed use real estate development loans for which payment is derived from sale of the property. Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.

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Commercial loans – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Consumer loans – Loans in this segment are both secured and unsecured and repayment is dependent on the credit quality of the individual borrower.

A loan is considered impaired when, based on current information and events, it is probable that the Bank 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, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures.

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.

In addition, we may establish an unallocated allowance to provide for probable losses that have been incurred as of the reporting date but are not reflected in the allocated allowance.

We evaluate the allowance for loan losses based upon the combined total of the specific and general components. Generally when the loan portfolio increases, absent other factors, the allowance for loan loss methodology results in a higher dollar amount of estimated probable losses than would be the case without the increase. Generally when the loan portfolio decreases, absent other factors, the allowance for loan loss methodology results in a lower dollar amount of estimated probable losses than would be the case without the decrease.

Loans consisted of the following as of June 30, 2011 (unaudited) and September 30, 2010:

	June 30, 2011			September 30, 2010
	(In thousands)
Mortgage loans:
Residential loans:
One-to-four family	$	248,381		$	239,257
Multi-family		64,824			47,880
Commercial real estate		68,394			67,901
Construction loans		16,960			19,384
Total mortgage loans		398,559			374,422
Consumer loans		1,871			2,113
Commercial loans		4,836			4,452
		405,266			380,987
Deferred loan origination costs (fees), net		14			(120	)
Allowance for loan losses		(3,376	)		(3,203	)
Loans, net	$	401,904		$	377,664

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Changes in the allowance for loan losses were as follows for the three and nine months ended June 30, 2011 (unaudited) and June 30, 2010 (unaudited):

	At or For The Periods Ended June 30,
	Three Months Ended					Nine Months Ended
	2011		2010			2011		2010
	(In thousands)
Balance at beginning of period	$	3,318	$	3,084		$	3,203	$	3,204
Provision for loan losses		120		—			340		300
Charge-offs:
Mortgage loans:
One- to four-family residential		28		—			69		78
Multi-family		—		—			—		269
Commercial real estate		11		8			46		53
Construction		—		—			—		—
Consumer loans		29		12			47		20
Commercial loans		—		—			13		26
Total charge-offs		68		20			175		446

Recoveries:
Mortgage loans:
One- to four-family residential		—		—			—		—
Multi-family		—		138			—		138
Commercial real estate		3		—			3		—
Construction		—		—			—		—
Consumer loans		2		4			4		10
Commercial loans		1		—			1		—
Total recoveries		6		142			8		148
Net charge-offs (recoveries)		62		(122	)		167		298

Balance at end of period	$	3,376	$	3,206		$	3,376	$	3,206

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Further information pertaining to the allowance for loan losses at June 30, 2011 follows:

	Residential Loans
	One to Four Family		Multi Family Loans		Commercial Real Estate		Construction Loans		Consumer		Commercial		Total
	(Unaudited) (In thousands)
Amount of allowance for loan losses for loans deemed to be impaired	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Amount of allowance for loans not deemed to be impaired	$	1,391	$	698	$	725	$	480	$	32	$	50	$	3,376
Loans deemed to be impaired as of June 30, 2011	$	—	$	—	$	2,614	$	1,866	$	—	$	—	$	4,480
Loans not deemed to be impaired as of June 30, 2011		248,381		64,824		65,780		15,094		1,871		4,836		400,786
Total Loans	$	248,381	$	64,824	$	68,394	$	16,960	$	1,871	$	4,836	$	405,266

The following is a summary of past due and non accrual loans at June 30, 2011:

	Age Analysis of Past Due Loans
	As of June 30, 2011

	30 to 59 Days		60 to 89 Days		Greater than 90 Days		Total Past Due		Total Current		Total Loans		Non-Accrual Loans
	(Unaudited) (In thousands)
One to four family	$	117	$	788	$	2,227	$	3,132	$	245,249	$	248,381	$	2,227
Multi-family		—		—		—		—		64,824		64,824		—
Commercial real estate		844		—		—		844		67,550		68,394		—
Construction loans		—		—		—		—		16,960		16,960		—
Total mortgage loans		961		788		2,227		3,976		394,583		398,559		2,227
Consumer loans		25		32		—		57		1,814		1,871		—
Commercial loans		—		—		—		—		4,836		4,836		—
Total	$	986	$	820	$	2,227	$	4,033	$	401,233	$	405,266	$	2,227

At June 30, 2011 (unaudited), the Company had no loans that were 90 days or more delinquent and which were accruing interest.

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Information about loans that meet the definition of an impaired loan in ASC 310-10-35 follows:

	Impaired Loans

	As of June 30, 2011						Nine Months Ended June 30, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Unaudited) (In thousands)
With no related allowance recorded:
Mortgage loans:
One to four family	$	—	$	—	$	—	$	729	$	44
Multi family		—		—		—		—		—
Commercial real estate		2,614		2,614		—		2,431		105
Construction loans		1,866		1,866		—		1,866		68
Total mortgage loans		4,480		4,480		—		5,026		217
`Consumer loans	`			—		—		—		—
Commercial loans		—		—		—		—		—
Total impaired with no related allowance:		4,480		4,480		—		5,026		217

With a related allowance recorded:
Mortgage loans:
One to four family		—		—		—		—		—
Multi family		—		—		—		—		—
Commercial real estate		—		—		—		—		—
Construction loans		—		—		—		—		—
Total mortgage loans		—		—		—		—		—
Consumer loans		—		—		—		—		—
Commercial loans		—		—		—		—		—
Total impaired with related allowance:		—		—		—		—		—

Total impaired loans:	$	4,480	$	4,480	$	—	$	5,026	$	217

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	At or for the year ended September 30, 2010

	Recorded Investment In Impaired Loans		Related Allowance For Credit Losses

	(In thousands)
Loans for which there is a related allowance for credit losses	$	—	$	—

Loans for which there is no related allowance for credit losses		4,022		—

Totals	$	4,022	$	—

Average reported investment in impaired loans during the year ended September 30, 2010	$	4,990

CREDIT QUALITY INFORMATION:

The Company utilizes an eight grade internal loan rating system for loans as follows:

Loans rated 1-4: Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 5: Loans in this category are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 6: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

Loans rated 7: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weakness inherent in those classified substandard with the added characteristic that the weakness makes collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 8: Loans in this category are considered uncollectible “loss” and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the rating on all loans. Semi-annually, the Company engages an independent third-party to review a significant portion of loans within the loan segments. Management uses the results of these reviews as part of its annual review process.

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The following table presents the Company’s loans by risk rating at June 30, 2011:

	Credit Risk Profile by Credit Worthiness Category
	As of June 30, 2011
	One to Four Family		Multi Family Loans		Commercial Real Estate		Construction Loans		Consumer		Commercial		Total Loans
	(Unaudited) (In thousands)

Pass	$	244,505	$	58,175	$	65,071	$	13,315	$	1,871	$	4,836	$	387,773
Special Mention		993		—		—		3,645		—		—		4,638
Substandard		2,883		6,649		3,323		—		—		—		12,855
Doubtful		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—
Total	$	248,381	$	64,824	$	68,394	$	16,960	$	1,871	$	4,836	$	405,266

NOTE 6 - FAIR VALUE MEASUREMENTS

ASC 820-10, “Fair Value Measurements and Disclosures,” provides a framework for measuring fair value under generally accepted accounting principles. This guidance also allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis.

In accordance with ASC 820-10, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 - Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury, other U.S. Government and agency mortgage-backed securities that are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

Level 3 - Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities carried at fair value for June 30, 2011 (unaudited) and September 30, 2010.

The Company’s cash instruments are generally classified within level 1 or level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

The Company’s investment in securities available-for-sale is generally classified within level 2 of the fair value hierarchy. For these securities, we obtain fair value measurements from independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S.

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Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

The Company’s impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using level 2 inputs based upon appraisals of similar properties obtained from a third party.

The Company’s other real owned values are estimated using level 3 inputs based on management estimates.

The following summarizes assets measured at fair value at June 30, 2011 (unaudited) and September 30, 2010.

ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

	Fair Value Measurements at Reporting Date Using:
	June 30, 2011		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(Unaudited) (In thousands)
Trading securities	$	808	$	808	$	—	$	—
Securities available-for-sale		25,541		—		25,541		—
Totals	$	26,349	$	808	$	25,541	$	—

	Fair Value Measurements at Reporting Date Using:
	September 30, 2010		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
	(In thousands)
Trading securities	$	712	$	712	$	—	$	—
Securities available-for-sale		23,596		—		23,596		—
Totals	$	24,308	$	712	$	23,596	$	—

ASSETS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS

Under certain circumstances we make adjustments to fair value for our assets and liabilities although they are not measured at fair value on an ongoing basis. There were no financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy at June 30, 2011 (unaudited) and September 30, 2010, for which a nonrecurring change in fair value has been recorded.

There were no significant transfers in and out of Level 1 and 2 during the nine months ended June 30, 2011 (unaudited).

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The estimated fair values, and related carrying amounts, of the Company's financial instruments are as follows:

	June 30, 2011					September 30, 2010
	Carrying Amount		Fair Value			Carrying Amount		Fair Value
	(Unaudited)
	(In thousands)
Financial assets:					��
Cash and cash equivalents	$	66,606	$	66,606		$	113,863	$	113,863
Trading securities		808		808			712		712
Available-for-sale securities		25,541		25,541			23,596		23,596
Held-to-maturity securities		6,775		6,752			-		-
Federal Home Loan Bank stock		4,339		4,339			4,339		4,339
Loans, net		401,904		404,822			377,664		373,202
Loans held for sale		—		—			260		263
Accrued interest receivable		1,524		1,524			1,589		1,589

Financial liabilities:
Deposits		390,089		390,902			390,839		391,707
Federal Home Loan Bank advances		23,000		23,667			33,000		33,987

NOTE 7 – EARNINGS PER SHARE

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. The Company has no dilutive potential common shares for the three month or nine month period ended June 30, 2011. The mutual to stock conversion was completed on July 6, 2010, therefore, per share earnings data are not presented for the three or nine months ended June 30, 2010.

	Three Months Ended June 30, 2011		Nine Months Ended June 30, 2011
	(Unaudited)
	(In thousands, except share data)

Basic:
Net Income	$	711	$	2,512

Weighted average common shares:		6,610,650		6,597,953

Earnings per common share - basic	$	0.11	$	0.38

NOTE 8 – EMPLOYEE STOCK OWNERSHIP PLAN

Effective January 1, 2010, the Company adopted an Employee Stock Ownership Plan (ESOP) for eligible employees. The ESOP borrowed $5.7 million from the Company and used those funds to acquire 571,320 shares, or 8% of the total number of shares issued by the Company in its initial public offering. The shares were acquired at a price of $10.00 per share.

The loan is secured by the shares purchased with the loan proceeds and will be repaid by the ESOP over the 20-year term of the loan with funds from Peoples Federal Savings Bank’s contributions to the ESOP and dividends payable on stock, if any. The interest rate on the ESOP loan is an adjustable rate equal to the lowest prime rate, as published in The Wall Street Journal. The interest rate will adjust annually and will be the prime rate on the first business day of the calendar year. The Bank has committed to make contributions to the ESOP sufficient to support debt service of the loan.

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Shares purchased by the ESOP will be held by a trustee in an unallocated suspense account, and shares will be released annually from the suspense account on a pro-rata basis as principal and interest payments are made by the ESOP to the Company. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. As shares are committed to be released from the suspense account, Peoples Federal Savings Bank reports compensation expense based on the average fair value of shares committed to be released with a corresponding credit to stockholders’ equity. Compensation expense recognized for the nine months ended June 30, 2011 (unaudited) amounted to $281,000.

Shares held by the ESOP trust at June 30, 2011 (unaudited) were as follows:

	Amount
Allocated		28,566
Shares committed to be released		14,284
Unallocated shares		528,470
Total Employee Stock Ownership Plan Shares		571,320

Fair value of unallocated shares, in thousands	$	7,473

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of the financial condition and results of operations at and for three and nine months ended June 30, 2011 and 2010 (unaudited) is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

Overview of Income and Expense

Income

The Company has two primary sources of pre-tax income. The first is net interest income. Net interest income is the difference between interest income, which is the income the Company earns on its loans and investments, and interest expense, which is the interest the Company pays on its deposits and borrowings.

The second source of pre-tax income is non-interest income, the compensation received from providing products and services. The majority of non-interest income comes from service charges on deposit accounts, bank owned life insurance income and loan servicing fees. The Company also earns income from the sale of residential mortgage loans and other fees and charges.

The Company recognizes gains and losses as a result of sales of investments securities, foreclosed property, and premise and equipment. In addition the Company recognized losses on its investments securities that are considered other-than-temporarily impaired. Gains and losses are not a regular part of the Company's primary source of income.

Expenses

In addition to the interest expense we pay on our deposits and borrowings, the expenses the Company incurs in operating its business consist of salaries and employee benefits, occupancy, equipment expense, external processing fees, FDIC assessments, director fees and other non-interest expense.

Salaries and employee benefits consist primarily of the salaries and wages paid to employees, payroll taxes, and expenses for health care, retirement and other employee benefits.

Occupancy expenses, which are fixed or variable costs associated with premises and equipment, consist primarily of lease payments, real estate taxes, depreciation charges, maintenance, and cost of utilities.

Equipment expenses include expenses and depreciation charges related to office and banking equipment.

External processing fees are paid to third parties mainly for data processing services.

Other expenses include expenses for attorneys, accountants and consultants, advertising and marketing, franchise taxes, charitable contributions, insurance, office supplies, postage, telephone and other miscellaneous operating expenses.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;

statements regarding our business plans, prospects, growth and operating strategies;

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statements regarding the asset quality of our loan and investment portfolios; and

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this document.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

general economic conditions, either nationally or in our market areas, that are worse than expected;

competition among depository and other financial institutions;

inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

adverse changes in the securities markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

our ability to enter new markets successfully and capitalize on growth opportunities;

our ability to successfully integrate acquired entities, if any;

changes in consumer spending, borrowing and savings habits;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

changes in our organization, compensation and benefit plans;

changes in our financial condition or results of operations that reduce capital available to pay dividends; and

changes in the financial condition or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

Critical accounting policies are those which involve significant judgments and assessments by management and which could potentially result in materially different results under different assumptions and conditions. As discussed in the Company’s 2010 Annual Report on Form 10-K, the Company considers the allowance for loan losses and income taxes to be our critical accounting policies. The Company’s critical accounting policies have not changed from September 30, 2010.

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Comparison of Financial Condition at June 30, 2011 (unaudited) and September 30, 2010

At June 30, 2011, our total assets were $537.9 million, a decrease of $8.0 million, or 1.47%, from our total assets of $545.9 million at September 30, 2010. Loans, net increased $24.2 million, or 6.41%, to $401.9 million at June 30, 2011 from $377.7 million at September 30, 2010. Investments in available-for-sale securities increased to $25.5 million at June 30, 2011 from $23.6 million at September 30, 2010, due primarily to the purchase of short term U.S. government and agency securities and mortgage backed securities. At June 30, 2011, cash and due from banks totaled $66.6 million as compared to $113.9 million at September 30, 2010, representing a $47.3 million, or 41.5% decrease. The decrease was mainly due to the funding of loan originations, the purchases of securities and bank-owned life insurance and for the repayment of long-term FHLB borrowings during the period.

Deposits decreased by $750,000, or 0.19%, to $390.1 million at June 30, 2011 from $390.8 million at September 30, 2010. The decrease resulted in part from a decrease in money market deposit accounts to $143.2 million at June 30, 2011, from $154.5 million at September 30, 2010, offset partially by an increase in our certificates of deposit to $127.1 million at June 30, 2011 from $124.0 million at September 30, 2010. In addition, both savings and NOW accounts increased to $47.6 and $34.4 million respectively, at June 30, 2011 as compared to $45.3 and $31.7 million respectively, at September 30, 2010.

Borrowings, consisting of FHLB advances, decreased $10.0 million to $23.0 million at June 30, 2011 from $33.0 million at September 30, 2010 as we used loan repayments and other liquidity to pay down these borrowings.

Total equity increased to $117.4 million at June 30, 2011 from $114.4 million at September 30, 2010. The increase resulted primarily from net income of $2.5 million for the nine months ended June 30, 2011. Other comprehensive income consisted of an increase in net unrealized gains, net of tax, on available-for-sale securities. The change in net unrealized gains or losses on securities classified as available-for-sale is affected by market interest rates and other conditions and, therefore, can fluctuate daily. Other comprehensive income or loss does not include changes in fair value of other financial instruments reflected on the balance sheet.

Comparison of Operating Results for the Nine Months Ended June 30, 2011 and June 30, 2010 (unaudited)

General. We recorded net income of $2.5 million for the nine months ended June 30, 2011 compared to net income of $2.5 million for the nine months ended June 30, 2010 as net interest and dividend income increased period over period to $12.2 million from $11.0 million. Noninterest income decreased to $1.4 million for 2011 from $1.5 million for 2010. Noninterest expense increased to $9.4 million for the nine months ended June 30, 2011 from $8.1 million for the nine months ended June 30, 2010.

Interest and Dividend Income. Total interest and dividend income decreased $443,000 to $15.5 million for the nine months ended June 30, 2011 from $15.9 million for the nine months ended June 30, 2010. Average interest-earning assets increased to $489.4 million for the 2011 period from $460.1 million for the 2010 period; however, the average yield on interest-earning assets decreased 40 basis points to 4.21% from 4.61% during the periods. The decrease in market interest rates contributed to the downward re-pricing of a portion of our existing assets and to lower rates for new assets.

Interest income on loans decreased to $15.1 million for the nine months ended June 30, 2011 from $15.7 million for the nine months ended June 30, 2010, as the average balance of our loans increased to $392.3 million from $367.4 million but the average yield on loans decreased to 5.14% from 5.71%. The decrease in average yield on our loan portfolio reflected the impact of decreases in interest rates on our adjustable-rate loan products, as well as decreased rates on newly originated loans based on lower market interest rates. Interest income on taxable investment securities increased to $236,000 for the nine months ended June 30, 2011 from $100,000 for the nine months ended June 30, 2010, reflecting the significant increase in the average balance of such securities to $27.7 million from $4.6 million. The average yield on such securities decreased to 1.14% for the nine months ended June 30, 2011 from 2.88% for the same period one year earlier.

Interest Expense. Interest expense decreased $1.7 million, or 34.7%, to $3.2 million for the nine months ended June 30, 2011 from $4.9 million for the nine months ended June 30, 2010. The decrease reflected a 50 basis point decrease in the average rate paid on deposits and borrowings in the 2011 period to 1.14%, compared to an average rate paid of 1.64% in the 2010 period, and a decrease of $23.3 million in the average balance of such deposits and borrowings to $374.4 million for the 2011 period from $397.7 million during the 2010 period.

Index

Interest expense on money market accounts decreased to $968,000 for the nine months ended June 30, 2011 from $1.7 million for the nine months ended June 30, 2010, a decrease of $701,000, or 42.0%, reflecting a $15.0 million decrease in the average balance of these accounts during the 2011 period to $144.2 million, from an average balance of $159.2 million during the year earlier period. The average cost of these accounts decreased to 90 basis points for the nine months ended June 30, 2011 from 1.40% for the 2010 period. Interest expense on certificates of deposit decreased to $1.4 million for the nine months ended June 30, 2011 from $1.6 million for the nine months ended June 30, 2010, as the average balance of such certificates increased to $124.0 million from $109.6 million, and the average rate paid on these certificates decreased to 1.51% for the nine months ended June 30, 2011 from 1.93% for the nine months ended June 30, 2010. The decrease in average balances of our money market deposit accounts resulted primarily from our customers seeking higher returns in our certificate accounts which we competitively priced, while the decrease in the average cost of such money market and other deposits reflected the re-pricing in response to interest rate cuts initiated by the Federal Reserve Board and the lower market interest rates resulting from such cuts.

Interest expense on borrowings, which were solely advances from the Federal Home Loan Bank of Boston, was $611,000 for the nine months ended June 30, 2011 versus $1.3 million for the nine months ended June 30, 2010 due to lower average balances and rates paid on such borrowings.

Net Interest and Dividend Income. Net interest and dividend income increased to $12.2 million for the nine months ended June 30, 2011 from $11.0 million for the nine months ended June 30, 2010. The increase was due to lower interest expense and, in part, to the increase in the average balance of our income-earning assets, including net loans, over the period, offset in part by the impact of lower market interest rates on our loan portfolio, greater than 63% of which have adjustable rates of interest. Our interest rate spread and net interest margin both increased period to period. The interest rate spread and net interest margin were 3.07% and 3.34%, respectively, during the nine months ended June 30, 2011, compared to 2.97% and 3.19%, respectively, for the nine months ended June 30, 2010. Additionally, the ratio of our average interest-earning assets to average interest-bearing liabilities increased to 130.72% during the nine months ended June 30, 2011 from 115.71% during the nine months ended June 30, 2010. The increase in our interest rate spread, net interest margin and ratio of our average interest-earning assets to average interest-bearing liabilities all reflect lower deposit costs, reduction in outstanding FHLB advances and the deployment of the capital in our July 2010 initial public offering.

Provision for Loan Losses. We establish a provision for loan losses, which is charged to operations, in order to maintain the allowance for loan losses at a level we consider necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimable at the balance sheet date. In determining the level of the allowance for loans losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming loans. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates as more information becomes available or economic conditions change. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as circumstances change or as more information becomes available. We assess the allowance for loan losses on a quarterly basis and make provisions for loan losses as required in order to maintain the allowance.

Based on the above factors, we recorded a $340,000 provision for loan losses for the nine months ended June 30, 2011 and a $300,000 provision for the nine months ended June 30, 2010. The allowance for loan losses was $3.4 million or 0.84% of total loans at June 30, 2011 compared to $3.2 million, or 0.86% of total loans at June 30, 2010. Non performing assets totaled $2.2 million or 0.41% of total assets at June 30, 2011, as compared to $3.0 million or 0.54% of total assets at September 30, 2010. Classified assets increased during the nine months ended June 30, 2011 to $12.9 million as compared to $6.7 million as of September 30, 2010. The increase in classified assets is primarily due to one lending relationship, totaling $4.9 million, collateralized by a construction loan and further collateralized by other residential properties being classified substandard during the quarter.

While we used the same methodology in assessing the allowances for both periods, we increased the impact of qualitative factors, specifically factors related to construction loans, in the second quarter of fiscal 2011 to reflect further deterioration in the economy, slower sell out of speculative developments and other changing conditions that impact the construction loan portfolio. To the best of our knowledge, we have recorded all losses that are both probable and reasonably estimable for the nine months ended June 30, 2011.

Noninterest Income. Noninterest income decreased to $1.4 million for the nine months ended June 30, 2011 from $1.5 million for the nine months ended June 30, 2010.

Index

Noninterest Expense. Noninterest expense increased $1.3 million or 16.6%, to $9.4 million for the nine month period ended June 30, 2011 from $8.1 million for the nine month period ended June 30, 2010. The increase in noninterest expense is related in part to the increased compensation, professional fees and other costs related to operation as a public company. The increase in noninterest expense was primarily attributable to increases in salaries and employee benefits (which increased to $6.1 million from $5.2 million), occupancy expense (which increased to $626,000 from $596,000), data processing expense (which increased to $548,000 from $468,000), professional fees (which increased to $444,000 from $313,000), advertising expense (which increased to $146,000 from $109,000), other expense (which increased to $933,000 from $715,000) and equipment expense (which increased to $320,000 from $308,000). During the same time period, deposit insurance expense decreased to $338,000 from $358,000.

Income Tax Expense. The provision for income taxes was $1.4 million for the nine months ended June 30, 2011 compared to $1.6 million for the nine months ended June 30, 2010, reflecting pre-tax income in the 2011 period of $3.9 million versus pre-tax income of $4.1 million for the 2010 period. Our effective tax rate was 35.6% for the nine months ended June 30, 2011 compared to 38.6% for the nine months ended June 30, 2010.

Comparison of Operating Results for the Three Months Ended June 30, 2011 and June 30, 2010 (unaudited)

General. We recorded net income of $711,000 for the three months ended June 30, 2011 compared to net income of $779,000 for the three months ended June 30, 2010. Net interest and dividend income increased period over period to $3.9 million from $3.6 million, and noninterest income increased to $445,000 for the three months ended June 30, 2011 from $430,000 for the three months ended June 30, 2010. Also impacting net income was an increase in noninterest expense which increased to $3.2 million from $2.8 million for the same time period

Interest and Dividend Income. Total interest and dividend income decreased to $5.1 million for the three months ended June 30, 2011 from $5.2 million for the three months ended June 30, 2010. Average interest-earning assets increased to $488.3 million for the 2011 period compared to $478.9 million for the 2010 period; however, the average yield on interest-earning assets decreased to 4.18% from 4.33% during the periods. The decrease in market interest rates contributed to the downward re-pricing of a portion of our existing assets and to lower rates for new assets.

Interest income on loans decreased to $5.0 million for three months ended June 30, 2011 from $5.1 million for the three months ended June 30, 2010. Although the average balance of our loans increased to $396.5 million for the three month period ended June 30, 2011 from $369.9 million for the three month period ended June 30, 2010, the average yield on loans decreased to 5.03% from 5.53%. The decrease in average yield on our loan portfolio reflected the impact of decreases in interest rates on our adjustable-rate loan products, as well as decreased rates on newly originated loans based on lower market interest rates. Interest income on taxable investment securities increased to $93,000 for the three months ended June 30, 2011 from $30,000 for the three months ended June 30, 2010, reflecting the significant increase in the average balance of such securities to $30.4 million from $7.4 million. The average yield on such securities decreased to 1.23% for the quarter ended June 30, 2011 from 1.63% for the quarter ended June 30, 2010.

Interest Expense. Interest expense decreased $482,000, or 31.3%, to $1.1 million for the three months ended June 30, 2011 from $1.5 million for the three months ended June 30, 2010. The decrease reflected a decrease in the average rate paid on deposits and borrowings in the 2011 period to 1.15%, compared to an average rate paid of 1.53% in the 2010 period. In addition, the average balance of such deposits and borrowings decreased $34.4 million to $369.5 million for the 2011 quarter versus $403.9 million during the 2010 quarter.

Interest expense on money market accounts decreased to $341,000 for the quarter ended June 30, 2011 from $531,000 for the quarter ended June 30, 2010, a decrease of $190,000, or 35.8%, reflecting a $25.4 million decrease in the average balance of these accounts during the June 30, 2011 quarter to $139.7 million, from an average balance of $165.1 million during the quarter ended June 30, 2010. The average cost of these accounts decreased to 0.98% for the quarter ended June 30, 2011 from 1.29% for the 2010 quarter. Interest expense on certificates of deposit decreased to $453,000 for the three months ended June 30, 2011 from $489,000 for the three months ended June 30, 2010, as the average balance of such certificates increased to $124.3 million from $110.3 million, but the average rate paid on these certificates decreased to 1.46% for the quarter ended June 30, 2011 from 1.77% for the quarter ended June 30, 2010. The increase in the average balance of our certificates of deposit resulted primarily from our customers seeking higher returns in these accounts which we competitively priced, while the decrease in the average cost of such money market and other deposits reflected lower market interest rates.

Index

Interest expense on borrowings, which were solely advances from the Federal Home Loan Bank of Boston, were $183,000 for the quarter ended June 30, 2011 versus $443,000 for the year earlier period, reflecting a lower average balance of borrowings during the 2011 period.

Net Interest and Dividend Income. Net interest and dividend income increased to $4.0 million for the three months ended June 30, 2011 from $3.6 million for the three months ended June 30, 2010. The increase in net interest income in the quarter ended June 30, 2011 was positively impacted by lower market interest rates on our deposits, offset in part by the impact of lower market interest rates on our loan portfolio, greater than 63% of which have adjustable rates of interest and the change in the overall mix of our interest-earning assets. Our interest rate spread and net interest margin both increased period to period. The interest rate spread and net interest margin were 3.03% and 3.31%, respectively, during the quarter ended June 30, 2011, compared to 2.80% and 3.04%, respectively, for the 2010 quarter. The ratio of our average interest-earning assets to average interest-bearing liabilities increased to 132.14% during the quarter ended June 30, 2011 from 118.57% during the quarter ended June 30, 2010. The increase in our average interest-earning assets to average interest-bearing liabilities reflects the deployment of a portion of the proceeds of the July 2010 initial public offering into interest earning assets, and a reduction in both deposits and Federal Home Loan Bank advances during the three months ended June 30, 2011.

Based on the above factors, we recorded a provision for loan losses of $120,000 for the three months ended June 30, 2011 as compared to a $0 provision for loan losses for the three months ended June 30, 2010. The allowance for loan losses was $3.4 million, or 0.84%, of total loans at June 30, 2011 compared to $3.2 million, or 0.86%, of total loans at June 30, 2010. Non performing assets totaled $2.2 million or 0.41% of total assets at June 30, 2011, as compared to $3.0 million or 0.54% of total assets at June 30, 2010. Classified loans increased during the quarter ended June 30, 2011 to $12.9 million as compared to $6.6 million as of June 30, 2010. The increase in classified loans is primarily due to one lending relationship, totaling $4.9 million, collateralized by a construction loan and further collateralized by other residential properties being classified substandard during the quarter.

While we used the same methodology in assessing the allowances for both periods, we increased the impact of qualitative factors, specifically factors related to construction loans in the second quarter of fiscal 2011 to reflect further deterioration in the economy, slower sell out of speculative developments and other changing conditions that impact the construction loan portfolio. To the best of our knowledge, we have recorded all losses that are both probable and reasonably estimable for the three months ended June 30, 2011.

Noninterest Income. Noninterest income increased to $445,000 for the three months ended June 30, 2011 from $430,000 for the three months ended June 30, 2010. The increase in noninterest income was due to increases in loan servicing fees (which increased to $25,000 from $24,000), income derived from bank-owned life insurance (which increased to $157,000 from $102,000) and other income (which increased to $46,000 from $5,000). The increases in the June 30, 2011 period were offset by a decrease in customer service fees (which decreased to $204,000 from 208,000) and a decrease in the gain on the sale of mortgage loans (which decreased to $13,000 from $91,000).

Noninterest Expense. Noninterest expense increased $354,000, or 12.6%, to $3.2 million for the three month period ended June 30, 2011 from $2.8 million for the three month period ended June 30, 2010. The increase in noninterest expense was primarily attributable to increases in salaries and employee benefits (which increased to $2.1 million from $1.8 million), equipment expense (which increased to $107,000 from $102,000), advertising expense (which increased to $83,000 from $35,000) data processing fees (which increased to $172,000 from $120,000), and other expense (which increased to $304,000 from $251,000). These increases were partially offset by decreases in deposit insurance expense (which decreased to $96,000 from $165,000), occupancy expense (which decreased to $187,000 from $192,000), and professional fees expense (which decreased to $114,000 from $129,000).

Index

Income Tax Expense. The provision for income taxes was $493,000 for the three months ended June 30, 2011 compared to $478,000 for the three months ended June 30, 2010, reflecting pre-tax income in the 2011 quarter of $1.2 million versus pre-tax income of $1.3 million for the 2010 quarter. Our effective tax rate was 40.9% for the three months ended June 30, 2011 compared to 38.0% for the three months ended June 30, 2010.

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

	For the Three Months Ended June 30,
	2011								2010
	Average Outstanding Balance			Interest		Yield/ Rate(1)			Average Outstanding Balance			Interest		Yield/ Rate(1)
	(Unaudited)
	(Dollars in thousands)
Interest-earning assets:
Loans	$	396,447		$	4,981		5.03	%	$	369,928		$	5,113		5.53	%
Taxable securities		30,353			93		1.23	%		7,382			30		1.63	%
Other interest-earning assets		57,179			25		0.17	%		97,247			36		0.15	%
FHLB of Boston stock		4,339			4		0.37	%		4,339			-		0.00	%
Total interest-earning assets		488,318			5,103		4.18	%		478,896			5,179		4.33	%
Noninterest-earning assets		42,205								29,538
Total assets	$	530,523							$	508,434

Interest-bearing liabilities:
Savings deposits	$	47,740			64		0.54	%	$	45,759			62		0.54	%
Money market		139,692			341		0.98	%		165,101			531		1.29	%
NOW accounts		34,783			17		0.20	%		32,530			15		0.18	%
Certificates of deposit		124,317			453		1.46	%		110,265			489		1.77	%
Total deposits		346,532			875		1.01	%		353,655			1,097		1.24	%
Federal Home Loan Bank advances		23,000			183		3.18	%		50,253			443		3.53	%
Total interest-bearing liabilities		369,532			1,058		1.15	%		403,908			1,540		1.53	%
Demand deposits		35,954								44,369
Noninterest-bearing liabilities		7,995								7,182
Total liabilities		413,481								455,459
Stockholders’ equity		117,042								52,975
Total liabilities and stockholders’ equity	$	530,523							$	508,434

Net interest income				$	4,045							$	3,639
Net interest rate spread (2)							3.03	%							2.80	%
Net interest-earning assets (3)	$	118,786							$	74,988
Net interest margin (4)							3.31	%							3.04	%
Average interest-earning assets to interest-bearing liabilities		132.14	%							118.57	%

(1)

Yields are annualized.

(2)

Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(3)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)

Net interest margin represents net interest income divided by average total interest-earning assets.

Index

	For the Nine Months Ended June 30,
	2011								2010
	Average Outstanding Balance			Interest		Yield/ Rate(1)			Average Outstanding Balance			Interest		Yield/ Rate(1)
	(Unaudited)
	(Dollars in thousands)
Interest-earning assets:
Loans	$	392,337		$	15,116		5.14	%	$	367,420		$	15,730		5.71	%
Taxable securities		27,673			236		1.14	%		4,627			100		2.88	%
Other interest-earning assets		65,038			99		0.20	%		83,732			71		0.11	%
FHLB of Boston stock		4,339			7		0.22	%		4,339			---		0.00	%
Total interest-earning assets		489,387			15,458		4.21	%		460,118			15,901		4.61	%
Noninterest-earning assets		44,224								31,855
Total assets	$	533,611							$	491,973

Interest-bearing liabilities:
Savings deposits	$	46,723			178		0.51	%	$	45,139			268		0.79	%
Money market		144,163			968		0.90	%		159,180			1,669		1.40	%
NOW accounts		33,790			47		0.19	%		31,059			43		0.18	%
Certificates of deposit		124,040			1,408		1.51	%		109,580			1,586		1.93	%
Total deposits		348,716			2,601		0.99	%		344,958			3,566		1.38	%
Federal Home Loan Bank advances		25,659			611		3.17	%		52,700			1,335		3.38	%
Total interest-bearing liabilities		374,375			3,212		1.14	%		397,658			4,901		1.64	%
Demand deposits		35,138								34,981
Noninterest-bearing liabilities		8,019								7,090
Total liabilities		417,532								439,729
Stockholders’ equity		116,079								52,244
Total liabilities and stockholders’ equity	$	533,611							$	491,973

Net interest income				$	12,246							$	11,000
Net interest rate spread (2)							3.07	%							2.97	%
Net interest-earning assets (3)	$	115,012							$	62,460
Net interest margin (4)							3.34	%							3.19	%
Average interest-earning assets to interest-bearing liabilities		130.72	%							115.71	%

(1)

Yields are annualized.

(2)

Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(3)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)

Net interest margin represents net interest income divided by average total interest-earning assets.

Index

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

	Three Months Ended June 30, 2011 vs. 2010									Nine Months Ended June 30, 2011 vs. 2010
	Increase (Decrease) Due to						Total Increase (Decrease)			Increase (Decrease) Due to						Total Increase (Decrease)
	Volume			Rate			Total Increase (Decrease)			Volume			Rate			Total Increase (Decrease)


Interest-earning assets:
Loans	$	491		$	(623	)	$	(132	)	$	1,291		$	(1,905	)	$	(614	)
Taxable securities		68			(5	)		63			155			(19	)		136
Tax-exempt securities		—			—			—			---			—			---
Other interest-earning assets		(20	)		9			(11	)		(11	)		39			28
FHLB of Boston stock		—			4			4			---			7			7

Total interest-earning assets		539			(615	)		(76	)		1,435			(1,878	)		(443	)

Interest-bearing liabilities:
Savings deposits		3			(1	)		2			10			(100	)		(90	)
Money market		(74	)		(116	)		(190	)		(146	)		(555	)		(701	)
NOW accounts		1			1			2			4			---			4
Certificates of deposit		90			(126	)		(36	)		280			(458	)		(178	)
Total deposits		20			(242	)		(222	)		148			(1,113	)		(965	)

FHLB of Boston advances		(221	)		(39	)		(260	)		(648	)		(76	)		(724	)

Total interest-bearing liabilities		(201	)		(281	)		(482	)		(500	)		(1,189	)		(1,689	)

Change in net interest income	$	740		$	(334	)	$	406		$	1,935		$	(689	)	$	1,246

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities and borrowings from the Federal Home Loan Bank of Boston. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

Our most liquid assets are cash and cash equivalents and interest-bearing deposits. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At June 30, 2011, cash and cash equivalents totaled $66.6 million. Securities classified as available for sale provide additional sources of liquidity. On June 30, 2011, we had $23.0 million of borrowings outstanding with the Federal Home Loan Bank of Boston and we had the ability to borrow an additional $92.0 million from the Federal Home Loan Bank of Boston.

At June 30, 2011, we had $34.3 million in loan commitments outstanding, which consisted of $3.1 million of real estate loan commitments, $17.6 million in unused home equity lines of credit, $4.8 million in commercial real estate, $4.0 million in construction loan commitments, $4.3 million in commercial lines of credit commitments and $613,000 in consumer loan commitments. Certificates of deposit due within one year of June 30, 2011 totaled

Index

$96.1 million, or 76.0% of certificates of deposit. This percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the recent interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and other borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on certificates of deposit as of June 30, 2011. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Capital Management. The Bank is subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At June 30, 2011, we exceeded all of our regulatory capital requirements. We are considered “well-capitalized” under regulatory guidelines.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Registrant is a smaller reporting company.

Item 4.

Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2011. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Senior Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended June 30, 2011, there have been no changes in the Company’s internal controls over financial reporting 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 and its subsidiary are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A.

Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a)

There were no sales of unregistered securities during the period covered by this Report.

(b)

Not applicable.

(c)

There were no issuer repurchases of securities during the period covered by this Report.

Item 3.

Defaults Upon Senior Securities

None.

Index

Item 4.

[Reserved]

Item 5.

Other Information

None.

Item 6.

Exhibits

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Index

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.

	PEOPLES FEDERAL BANCSHARES, INC.


Date: August 12, 2011
	Maurice H. Sullivan, Jr.
	Chief Executive Officer


Date: August 12, 2011
	Christopher Lake
	Senior Vice President and Chief Financial Officer

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Peoples Federal Bancshares Inactive 10-Q2011 Q3 Quarterly report

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