UNITED STATES

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 March 31,September 30, 2011

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number:  0-22842

FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Missouri43-1654695
(State or other jurisdiction of (IRS (IRS Employer Identification No.)
incorporation or organization)  

142 East First Street, Mountain Grove, Missouri 65711
(Address of principal executive offices)

(417) 926-5151
(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   X  No___

Indicate by check mark whether 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 proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (  )    No (  )

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

Large accelerated filer (  )                                                                Accelerated filer (  )
Large accelerated filer (  ) Accelerated filer (  ) 
Non-accelerated filer (  )    Smaller reporting company (X) 
Non-accelerated filer (  )                                                      Smaller reporting company (X)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.01 par value per share, 1,550,815 shares outstanding at May 6,November 11, 2011.


 
1
 


FIRST BANCSHARES, INC.
AND SUBSIDIARIES
FORM 10-Q

INDEX
 
 Page No.
Part I. Financial InformationPage No.
            Item 1.               Financial Statements: 
  
Item 1. Consolidated Financial Statements: 
Consolidated Statements of Financial Condition
   at March 31,September 30, 2011 and June 30, 20102011 (Unaudited) 
3
  
Consolidated Statements of Operations for the Three and Nine Months
   Months Ended March 31,September 30, 2011 and 2010 (Unaudited) 
4
  
Consolidated Statements of Comprehensive Income (Loss) for the Three 
   and NineThree Months Ended March 31,September 30, 2011 and 2010 (Unaudited)
5
  
Consolidated Statements of Cash Flows for the Three 
                                        Nine    Months Ended March 31,September 30, 2011 and 2010 (Unaudited)
6
  
 Notes to Consolidated Financial Statements (Unaudited)   7
  
Item 2. 
Management's Discussion and Analysis of Financial Condition
and Results of Operations
21  24
  
 Item 3.  Quantitative and Qualitative Disclosures about Market Risk 33  37
  
 Item 4.  Controls and Procedures 33  37
  
Part II.  Other Information 
  
            Item 1.               Legal Proceedings    35 
  
 Item 1A.            Risk Factors1. 35 Legal Proceedings     39
  
 Item 1A.    Risk Factors  39
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 35  39
  
 Item 3. Defaults Upon Senior Securities 35  39
  
 Item 4. [Removed and ReservedReserved] 35  39
  
 Item 5. Other Information  35  39
  
 Item 6. Exhibits  35  39
  
 Signatures 36  40
  
 Exhibit Index 37  41
  
 Certifications  38  42


                                                                                                                     

 
2
 


FIRST BANCSHARES, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) 
       
  March 31,  June 30, 
  2011  2010 
       
ASSETS      
Cash and cash equivalents $8,895,084  $20,182,593 
Certificates of deposit purchased  4,085,578   7,221,578 
Securities available-for-sale  59,197,013   60,304,479 
Securities held to maturity, fair market value at:        
  March 31, 2011, $18,998,059; June 30, 2010,
  $2,072,084
  19,200,449   2,012,940 
Federal Home Loan Bank stock, at cost  434,000   434,000 
Loans receivable, net of allowances for loan losses at:        
  March 31, 2010, $2,593,603; June 30, 2010, $2,526,862  98,572,943   108,683,381 
Accrued interest receivable  891,748   819,752 
Prepaid FDIC insurance premiums  873,226   1,196,465 
Prepaid expenses  285,750   380,487 
Property and equipment, net  5,994,030   6,051,423 
Real estate owned and other repossessed assets  5,430,278   3,945,628 
Intangible assets, net
  97,655   135,241 
Income taxes recoverable  138,360   152,975 
Other assets  88,402   136,031 
     Total assets $204,184,516  $211,656,973 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
        
Deposits $174,173,724  $180,075,425 
Retail repurchase agreements  6,554,962   5,352,402 
Advances from Federal Home Loan Bank  3,000,000   3,000,000 
Accrued expenses  940,803   617,915 
     Total liabilities  184,669,489   189,045,742 
         
Preferred stock, $.01 par value; 2,000,000 shares        
 authorized, none issued  -   - 
Common stock, $.01 par value; 8,000,000 shares        
 authorized, 2,895,036 issued at March 31, 2011        
 and June 30, 2010, 1,550,815 shares outstanding at        
 March 31, 2011 and June 30, 2010  28,950   28,950 
Paid-in capital  18,060,664   18,056,714 
Retained earnings - substantially restricted  20,385,107   22,538,555 
Treasury stock - at cost; 1,344,221 shares  (19,112,627)  (19,112,627)
Accumulated other comprehensive income  152,933   1,099,639 
     Total stockholders' equity  19,515,027   22,611,231 
     Total liabilities and stockholders' equity $204,184,516  $211,656,973 
         
See notes to consolidated financial statements 
FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)

  September 30,  June 30, 
  2011  2011 
       
ASSETS      
Cash and cash equivalents $25,389,054  $24,798,915 
Certificates of deposit purchased  1,999,000   2,939,675 
Securities available-for-sale  59,670,893   54,080,467 
Securities held to maturity, fair market value at:        
September 30, 2011, $7,299,744; June 30, 2011, $18,193,227  7,186,233   18,145,893 
Federal Home Loan Bank stock, at cost  428,800   428,800 
Loans receivable, net of allowances for loan losses at:        
  September 30, 2011, $1,720,372; June 30, 2011, $1,982,599  94,162,561   95,816,656 
Loans held for sale  -   61,140 
Accrued interest receivable  664,423   778,420 
Prepaid FDIC insurance premiums  631,294   752,998 
Prepaid expenses  374,641   439,677 
Property and equipment, net  5,886,982   5,897,731 
Real estate owned and other repossessed assets  4,377,477   4,913,828 
Intangible assets, net
  72,597   85,126 
Income taxes recoverable  138,360   138,360 
Bank-owned life insurance  3,007,970   - 
Other assets  62,015   66,123 
     Total assets $204,052,300  $209,343,809 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
        
Deposits $176,706,614  $180,660,992 
Retail repurchase agreements  5,215,720   6,416,491 
Advances from Federal Home Loan Bank  3,000,000   3,000,000 
Accrued expenses  1,389,626   1,201,657 
     Total liabilities  186,311,960   191,279,140 
         
Preferred stock, $.01 par value; 2,000,000 shares        
 authorized, none issued  -   - 
Common stock, $.01 par value; 8,000,000 shares        
 authorized, 2,895,036 issued at September 30, 2011        
 and June 30, 2011, 1,550,815 shares outstanding at        
 September 30, 2011 and June 30, 2011  28,950   28,950 
Paid-in capital  18,061,816   18,061,442 
Retained earnings - substantially restricted  18,148,866   18,437,566 
Treasury stock - at cost; 1,344,221 shares  (19,112,627)  (19,112,627)
Accumulated other comprehensive income  613,335   649,338 
     Total stockholders' equity  17,740,340   18,064,669 
     Total liabilities and stockholders' equity $204,052,300  $209,343,809 
         
         
See notes to consolidated financial statements 
         


 
3
 

FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
       
  Three Months Ended 
  September 30, 
  2011  2010 
       
Interest Income:      
   Loans receivable $1,330,836  $1,606,658 
   Securities  480,664   555,026 
   Other interest-earning assets  24,438   42,001 
       Total interest income  1,835,938   2,203,685 
Interest Expense:        
   Deposits  344,095   600,166 
   Retail repurchase agreements  21,815   18,740 
   Borrowed funds  37,873   37,874 
       Total interest expense  403,783   656,780 
       Net interest income  1,432,155   1,546,905 
         
Provision for loan losses  55,636   63,181 
Net interest income after        
 provision for loan losses  1,376,519   1,483,724 
Non-interest Income:        
   Service charges and other fee income  225,034   282,720 
   Gain on sale of loans  3,036   2,370 
   Gain on the sale of securities  113,962   - 
   Loss on sale of property and real estate owned  (45,699)  (27,395)
   Provision for losses on real estate owned  (7,281)  - 
   Income from bank-owned life insurance  7,970   - 
   Other  10,741   29,058 
       Total non-interest income  307,763   286,753 
Non-interest Expense:        
   Compensation and employee benefits  934,050   866,744 
   Occupancy and equipment  317,847   325,877 
   Professional fees  254,329   165,533 
   Deposit insurance premiums  124,820   107,163 
   Other  341,936   365,066 
       Total non-interest expense  1,972,982   1,830,383 
         
       Loss before taxes  (288,700)  (59,906)
Income taxes  -   6,139 
       Net loss $(288,700) $(66,045)
         
       Earnings (loss) per share – basic $(0.19) $(0.04)
       Earnings (loss) per share – diluted  (0.19)  (0.04)
       Dividends per share  0.00   0.00 
         
See notes to consolidated financial statements 

FIRST BANCSHARES, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) 
             
  Three Months Ended  Nine Months Ended 
  March 31,  March 31, 
  2011  2010  2011  2010 
             
Interest Income:            
   Loans receivable $1,419,859  $1,796,411  $4,551,650  $5,844,724 
   Securities  547,369   503,069   1,624,004   1,497,792 
   Other interest-earning assets  28,976   51,537   117,760   166,353 
       Total interest income  1,996,204   2,351,017   6,293,414   7,508,869 
Interest Expense:                
   Deposits  426,777   717,841   1,512,044   2,370,439 
   Retail repurchase agreements  21,204   18,128   59,591   50,016 
   Borrowed funds  37,050   37,050   112,797   143,721 
       Total interest expense  485,031   773,019   1,684,432   2,564,176 
       Net interest income  1,511,173   1,577,998   4,608,982   4,944,693 
                 
Provision for loan losses   245,008   62,841   716,189    62,841 
Net interest income after                
 provision for loan losses  1,266,165   1,515,157   3,892,793   4,881,852 
Non-interest Income:                
   Service charges and other fee income  241,317   325,699   779,181   1,168,291 
   Gain on sale of loans  16,522   -   19,631   32,404 
   Gain on sale of investments  299,732   -   299,732   - 
   Gain (loss) on sale of property and                
       equipment and real estate owned  (3,892)  (12,825)  (24,832)  29,657 
   Gain (loss) on sale of repossessed assets  -   (20,940)  (38,311)  1,999 
   Provision for loss on real estate owned  (201,939)  (6,890)  (701,939)  (134,890)
   Income from bank-owned life insurance  -   -   -   15,064 
   Other  14,506   51,616   55,596   89,918 
       Total non-interest income  366,246   336,660   389,058   1,202,443 
Non-interest Expense:                
   Compensation and employee benefits  873,574   923,759   2,592,700   2,770,076 
   Occupancy and equipment  345,638   334,586   999,887   1,034,287 
   Professional fees  263,541   127,316   609,267   390,933 
   Deposit insurance premiums  125,023   168,976   340,840   433,502 
   Other  345,250   457,524   1,311,824   1,119,714 
       Total non-interest expense  1,953,026   2,012,161   5,854,518   5,748,512 
       Income (loss) before taxes  (320,615)  (160,344)  (1,572,667)  335,783 
Income taxes (benefit)  293,149   (51,734)  580,782   198,499 
       Net income (loss) $(613,764) $(108,610) $(2,153,449) $137,284 
                 
       Earnings (loss) per share – basic $(0.40) $(0.07) $(1.39) $0.09 
       Earnings (loss) per share – diluted  (0.40)  (0.07)  (1.39)  0.09 
       Dividends per share  0.00   0.00   0.00   0.00 
                 
See notes to consolidated financial statements         


 
4
 


FIRST BANCSHARES, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) 
             
          
  Three Months Ended  Nine Months Ended 
  March 31,  March 31, 
  2011  2010  2011  2010 
       
             
Net Income (loss) $(613,764) $(108,610) $(2,153,449) $137,284 
                 
Other comprehensive income (loss), net of tax:                
    Change in unrealized gain on securities                
     available-for-sale, net of deferred income                
     taxes and reclassification adjustment for                
     gains realized in income  (416,121)  67,969   (946,706)  74,849 
                 
Comprehensive income (loss) $(1,029,885) $(40,641) $(3,100,155) $212,133 
                 
                 
See notes to consolidated financial statements         




FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
       
    
  Three Months Ended 
  September 30, 
  2011  2010 
    
       
Net Loss $(288,700) $(66,045)
         
Other comprehensive income (loss), net of tax:        
    Change in unrealized gain on securities        
     available-for-sale, net of deferred income taxes        
     and reclassification adjustment for gains realized in income  (36,003)  (11,917)
Comprehensive loss $(324,703) $(77,962)
         
         
See notes to consolidated financial statements 
         
         



 
5
 


FIRST BANCSHARES, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 
       
  Three Months Ended 
  September 30, 
  2011  2010 
Cash flows from operating activities:      
 Net loss $(288,700) $(66,045)
 Adjustments to reconcile net loss to net        
  cash provided by operating activities:        
   Depreciation  134,457   138,357 
   Amortization  12,529   12,529 
   Net amortization of premiums and accretion of (discounts) on securities  31,992   37,501 
   Stock based compensation  374   1,326 
   Gain on the sale of securities  (113,962)  - 
   Provision for loan losses  55,636   63,181 
   Provision for losses on real estate owned  7,281   - 
   Gain on the sale of loans  (3,036)  (2,370)
   Proceeds from sales of loans originated for sale  64,176   604,504 
   Loans originated for sale  -   (602,134)
   Loss on sale of property and equipment        
    and real estate owned  45,699   27,395 
   Income from bank-owned life insurance  (7,970)  - 
   Net change in operating accounts:        
    Accrued interest receivable and other assets  183,139   143,930 
    Deferred loan costs  7,488   (423)
    Income taxes recoverable  -   6,138 
    Prepaid FDIC insurance premium  121,704   - 
    Accrued expenses  206,517   (42,861)
      Net cash provided by operating activities  457,324   321,028 
         
Cash flows from investing activities:        
 Purchase of certificates of deposit purchased  -   (1,049,000)
 Maturities of certificates of deposit purchased  940,675   1,299,000 
 Purchase of securities available-for-sale  (36,721,244)  (13,037,937)
 Sale of securities available-for-sale  26,164,795     
 Proceeds from maturities of securities available-for-sale  4,938,204   12,611,342 
 Proceeds from maturities of securities held to maturity  11,014,899   278,739 
 Net decrease in loans receivable  1,348,663   2,807,109 
 Purchase of bank owned life insurance  (3,000,000)  - 
 Purchases of property and equipment  (123,708)  (195,399)
 Net proceeds from sale of real estate owned and repossessed assets  725,680 �� 140,105 
    Net cash provided by investing activities  5,287,964   2,853,959 
         
Cash flows from financing activities:        
 Net change in deposits  (3,954,378)  3,970,629 
 Net change in retail repurchase agreements  (1,200,771)  (702,897)
    Net cash provided by (used by) financing activities  (5,155,149)  3,267,732 
         
Net increase in cash and cash equivalents  590,139   6,442,719 
Cash and cash equivalents - beginning of period  24,798,915   20,182,593 
Cash and cash equivalents - end of period $25,389,054  $26,625,312 
         
Supplemental disclosures of cash flow information:        
         
Cash paid during the period for:        
  Interest on deposits and borrowed funds $520,872  $677,831 
  Income taxes  -   - 
         
Supplemental schedule of non-cash investing and financing activities:        
         
Loans transferred to real estate acquired in settlement of loans $242,308  $1,895,911 
         
See notes to consolidated financial statements        

FIRST BANCSHARES, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 
       
  Nine Months Ended March 31, 
  2011  2010 
Cash flows from operating activities:      
 Net income (loss) $(2,153,449) $137,284 
 Adjustments to reconcile net income (loss) to net        
  cash provided by operating activities:        
   Depreciation  422,164   412,653 
   Amortization  37,586   37,586 
   Net amortization of premiums and accretion of (discounts) on securities  122,581   (134,249)
   Stock based compensation  3,950   7,628 
   Provision for loan losses  716,189   62,841 
   Provision for losses on real estate owned  701,939   134,890 
   Gain on the sale of loans  (19,631)  (32,404)
   Gain on the sale of investments  (299,732)  - 
   Proceeds from sales of loans originated for sale  1,672,997   1,033,210 
   Loans originated for sale  (1,653,366)  (225,530)
   Deferred income taxes  487,697   830,877 
   Loss (gain) on sale of property and equipment        
    and real estate owned  24,832   (29,237)
   Loss (gain) on sale of repossessed assets  38,311   (1,999)
   Income from bank-owned life insurance  -   (15,064)
   Net change in operating accounts:        
    Accrued interest receivable and other assets  393,609   (881,369)
    Deferred loan costs  14,328   14,326 
    Income taxes recoverable  14,615   120,837 
    Accrued expenses  322,889   (594,124)
      Net cash provided by operating activities  847,509   878,156 
         
Cash flows from investing activities:        
 Purchase of certificates of deposit purchased  (2,399,000)  (7,475,920)
 Maturities of certificates of deposit purchased  5,535,000   4,299,407 
 Purchase of securities available-for-sale  (36,202,920)  (28,552,954)
 Proceeds from maturities of securities available-for-sale  29,975,531   15,440,794 
 Purchase of securities held to maturity  (17,936,733)  - 
 Proceeds from maturities of securities held to maturity  593,840   486,108 
 Proceeds from the sale of securities  6,232,987   - 
 Proceeds from redemption of Federal Home Loan Bank stock  -   1,107,000 
 Net decrease in loans receivable  6,669,916   15,888,738 
 Proceeds from redemption of bank owned life insurance policies  -   2,169,089 
 Purchases of property and equipment  (364,771)  (160,762)
Net proceeds from sale of property and equipment  -   313,471 
 Investment in real estate owned and repossessed assets  (7,500)  - 
 Net proceeds from sale of real estate owned and repossessed assets  467,773   1,211,419 
    Net cash provided by (used by) investing activities  (7,435,877)  4,726,390 
         
Cash flows from financing activities:        
 Net change in deposits  (5,901,701)  (8,569,483)
 Net change in retail repurchase agreements  1,202,560   (177,591)
 Repayment of borrowed funds  -   (7,000,000)
    Net cash used by financing activities  (4,699,141)  (15,747,074)
Net decrease in cash and cash equivalents  (11,287,509)  (10,142,528)
Cash and cash equivalents - beginning of period  20,182,593   26,217,607 
Cash and cash equivalents - end of period $8,895,084  $16,075,079 
         
Supplemental disclosures of cash flow information:        
Cash paid during the period for:        
  Interest on deposits and borrowed funds $1,747,290  $2,730,088 
  Income taxes  -   350 
Supplemental schedule of non-cash investing and financing activities:        
Loans transferred to real estate acquired in settlement of loans $2,710,005  $3,683,726 
See notes to consolidated financial statements

 
 
6
 
 
 
FIRST BANCSHARES, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

11.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies followed for interim reporting by First Bancshares, Inc. (the "Company") and its consolidated subsidiaries, First Home Savings Bank (the "Bank") and SCMG, Inc. are consistent with the accounting policies followed for annual financial reporting. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results for the periods reported have been included in the accompanying unaudited consolidated financial statements, and all such adjustments are of a normal recurring nature. The accompanying consolidated statement of financial condition as of June 30, 2010,2011, which has been derived from audited financial statements, and the unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.  It is suggested that these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest shareholders’ Annual Report on Form 10-K for the year ended June 30, 2010.2011. The results for thethese interim periods reported may not be indicative of results for the entire year or for any other period.


2.  ACCOUNTING DEVELOPMENTS

In January 2010,2011, the Financial Accounting Standards Board (“FASB”) issued FASB issued ASU 2010-06,Accounting Standard Update (“ASU”) No. 2011-01, Fair Value Measurements and DisclosuresReceivables (Topic 820); Improving310), Deferral of the Effective Date of Disclosures about Fair Value Measurements. Troubled Debt Restructurings in Update No. 2010-20. ASU 2010-06 requires newNo. 2011-01 temporarily deferred the effective date for disclosures on transfers into and outrelated to troubled debt restructurings to coincide with the effective date of Level 1 and 2 measurements of the fair value hierarchy and requires separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures relating to the level of disaggregation and inputs and valuation techniques used to measure fair value. It is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchase, sales, issuances, and settlements on a gross basis,ASU No. 2011-02, which is effective for fiscal yearsperiods beginning on or after DecemberJune 15, 2010.2011. The adoption of this pronouncement has not had a significant impact on the Company’s consolidated financial statements.

In April 2010,2011, the FASB issued FASB ASU No. 2010-18,2011-02, Effect of a Loan Modification When the Loan Is Part of a Pool That Is Accounted for as a Single Asset—a consensus of the FASB Emerging Issues Task ForceReceivables (Topic 310), A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring..  ASU No. 2010-18 clarifies that This guidance will assist creditors in determining whether a creditor should not apply specific guidance in ASC 310, Receivables, 40, Troubled Debt Restructurings by Creditors, to acquired loans accountedhas granted a concession and whether a debtor is experiencing financial difficulties for aspurposes of determining whether a pooled asset under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality.  However, that guidance in ASC 310-30 continues to apply to acquired loans within the scope of ASC 310-30 thatrestructuring constitutes a creditor accounts for individually.  This amendedtroubled debt restructuring. The guidance is effective for a modification of a loan(s) accounted for within a pool under ASC 310-30 occurring in the first interim or annual period endingbeginning on or after JulyJune 15, 2010.2011. The amendedadoption of this pronouncement has not had a significant impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued FASB ASU No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U. S. GAAP and International Financial Reporting Standards (“IFRS”). This guidance must be applied prospectively,amends previous guidance on fair value measurement to achieve common fair value measurement and early applicationdisclosure requirement in GAAP and IFRS. The guidance is permitted.  Upon initial applicationeffective for the first interim or annual period beginning after December 15, 2011.  The adoption of this pronouncement will not have a significant impact on the amendedCompany’s consolidated financial statements.

In June 2011, the FASB issued FASB ASU No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. This guidance an entity may make a one-time election to terminate accounting for loans as a pool under ASC 310-30.  An entity may makeimproves the election on a pool-by-pool basis.  The election does not preclude an entity from applying pool accounting to future acquisitions of loans with credit deterioration.comparability, consistency
 
 
 
7
 
 
and transparency of financial reporting and increases the prominence of items reported in other comprehensive income.  The implementationguidance will facilitate convergence of GAAP and IFRS. The guidance is effective for the annual periods, and interim periods within those years, beginning after December 15, 2011.  The adoption of this ASU ispronouncement will not expected to have a materialsignificant impact on the Company’s consolidated financial statements.

In July 2010,September 2011, the FASB issued FASB ASU 2010-20,No. 2011-09, Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80), Disclosures about an Employer’s Participation in a Multiemployer Plan, An Amendment of the Credit Quality of Financing ReceivablesFASB Accounting Standards Codification. The amendments create greater transparency in financial reporting by requiring additional disclosures about an employer’s participation in a multiemployer pension plan. The additional disclosures will increase awareness about the commitments that an employer has made to a multiemployer pension plan and the Allowance for Credit Losses, which requires significant new disclosures about the allowance for credit losses (also known as “allowance for estimated losses on loans/leases”) and the credit qualitypotential future cash flow implications of financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables. Under this statement, allowance for credit losses and fair value are to be disclosed by portfolio segment, while credit quality information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment information of troubled debt restructurings are required. The disclosures are presented at the level of disaggregation that management uses when assessing and monitoring the portfolio’s risk and performance. This ASU is effective for interim and annual reporting periods ending on or after December 15, 2010. The Company has included these disclosuresan employer’s participation in the notes toplan. The adoption of this pronouncement will not have a significant impact on the Company’s consolidated financial statements beginning with the quarter ended December 31, 2010.statements.

33.            LOANS RECEIVABLE, NET
                At March 31, 2011 and June 30, 2010, loans consisted of the following:

 At September 30, 2011 and June 30, 2011, loans consisted of the following:
 (Dollars in thousands)  (Dollars in thousands) 
 March 31, 2011  June 30, 2010  September 30, 2011  June 30, 2011 
Type of Loan Amount  Percent  Amount  Percent  Amount  Percent  Amount  Percent 
Mortgage Loans:                        
Residential $56,011   55.47% $60,217   54.24% $53,493   55.90% $54,860   56.22%
Commercial Real Estate  30,811   30.51   34,573   31.15   29,684   31.02   29,877   30.61 
Land  3,682   3.65   4,358   3.93   3,548   3.71   3,283   3.36 
Second Mortgage Loans  4,328   4.29   4,469   4.03   3,811   3.98   3,945   4.04 
Total Mortgage Loans  94,832   93.92   103,617   93.35   90,536   94.61   91,965   94.23 
Consumer Loans:                                
Automobile Loans  873   0.86   1,127   1.02   725   0.76   807   0.83 
Savings Account Loans  1,096   1.09   1,181   1.06   1,047   1.09   1,143   1.17 
Mobile Home Loans  150   0.15   188   0.17   133   0.14   139   0.14 
Other Consumer Loans  261   0.26   392   0.35   199   0.21   245   0.25 
Total Consumer Loans  2,380   2.36   2,888   2.60   2,104   2.20   2,334   2.39 
Commercial Business Loans  3,752   3.72   4,491   4.05   3,052   3.19   3,302   3.38 
Total Loans  100,964   100.00%  110,996   100.00%  95,692   100.00%  97,601   100.00%
Add: Unamortized deferred loan costs,                                
net of origination fees  203       214       191       199     
Less :Allowance for possible loan losses  2,594       2,527     
Less: Allowance for possible loan losses  1,720       1,983     
Total Loans Receivable, net $98,573      $108,683      $94,163      $95,817     
 
Loan Origination Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.
 
Commercial business and commercial real estate loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than
 
 
 
8
 
 
than transactional banking. Once it is determined that the borrower's management possesses sound ethics and solid business acumen, the Company's management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial business loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial business loans are secured by the assets being financed, or otherincluding business assets such as accounts receivable or inventoryequipment, farm equipment and cattle  and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
 
Commercial real estate loans are subject to underwriting standards and processes similar to commercial business loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company's commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Company's exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At March 31,September 30, 2011, approximately 44.6%44.7% of the outstanding principal balances of the Company's commercial real estate loans were secured by owner-occupied properties.

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Company originates consumer loans utilizing a computer-based credit scoring analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are
 
 
 
9
 
 
are
reviewed by management on a regular basis. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value, collection remedies, the total aggregate balance to one borrower and documentation requirements.

The Company maintainsemploys an independent, loan review department thatoutside consultant who reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management.management and the Board of Directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company's policies and procedures.
 
Concentrations of Credit. Most of the Company's lending activity occurs within the State of Missouri, including eleven counties surrounding one of the largest metropolitan areaareas in the State of Missouri, Springfield, as well as other markets. The majority of the Company's loan portfolio consists of 1-4one-to-four family home loans, and commercial and commercial real estate loans. As of March 31,September 30, 2011 and 2010,June 30, 2011, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

Related Party Loans. In the ordinary course of business, the Company has granted loans to certain directors, executive officers and their affiliates (collectively referred to as "related parties"). These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. Activity in related party loans during the ninethree months ended March 31,September 30, 2011 is presented in the following table.

Balance outstanding at June 30, 20102011  $    627,570102,501
Principal additions                  -
Principal reductions  (39,989)
         (6,094)
Balance at March 31,September 30, 2011  $     587,58196,407

Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management's opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Non-accrual loans segregated by class of loan at March 31,September 30, 2011 and June 30, 20102011 were as follows:
 (Amounts in Thousands)   (Amounts in Thousands) 
 March 31,  June 30,   September 30,   June 30, 
 2011  2010  2011  2011 
Non-Accrual Loans            
Real Estate:            
Residential $363  $258  $254  $452 
Commercial and Land  1,304   3,587   488   630 
Commercial Business  57   82   248   251 
Consumer  -   -   7   6 
Total Non-Accrual Loans $1,724  $3,927  $997  $1,339 
 
 
 
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Had non-accrual loans performed in accordance with their original contract terms, the Company would have recognized additional interest income, net of tax, of approximately $30,000 and $83,000$16,000 during the three month and nine month periodsperiod ended March 31, 2011, respectively.September 30, 2011.
 
An age analysis of past due loans segregated by class of loans, as of March 31,September 30, 2011 was as follows:

 


  (Amounts in Thousands) 
  Loans     Total       
  30 - 89 Days  90+ Days  Past Due  Current  Total 
Type of Loan Past Due  Past Due  Loans  Loans  Loans 
Mortgage Loans:               
Residential $642  $477  $1,119  $54,892  $56,011 
Commercial Real Estate  1,138   1,154   2,292   28,519   30,811 
Land  -   -   -   3,682   3,682 
Second Mortgage Loans  19   10   29   4,299   4,328 
Total Mortgage Loans  1,799   1,641   3,440   91,392   94,832 
Consumer Loans:                    
Automobile Loans  4   -   4   869   873 
Savings Account Loans  -   -   -   1,096   1,096 
Mobile Home Loans  -   -   -   150   150 
Other Consumer Loans  35   -   35   226   261 
Total Consumer Loans  39   -   39   2,341   2,380 
Commercial Business Loans  166   57   223   3,529   3,752 
Total Loans $2,004  $1,698  $3,702  $97,262  $100,964 
   (Amounts in Thousands) 
   Loans   Non-     
   30 - 89 Days 90+ Days Accrual Current Total 
 Type of Loan Past Due Past Due Loans Loans Loans 
Mortgage Loans:           
 Residential  $          445 $     -  $     254  $   52,794  $53,493 
 Commercial Real Estate            88       -    392   29,204   29,684 
 Land                    - -           96       3,452     3,548 
 Second Mortgage Loans                 58              -           -        3,753     3,811 
 Total Mortgage Loans             591 -    742      89,203   90,536 
Consumer Loans:           
 Automobile Loans                4                -             7             714        725 
 Savings Account Loans             -                  -            -          1,047    1,047 
 Mobile Home Loans                  -              -              -           133        133 
 Other Consumer Loans                  -              -            -             199        199 
 Total Consumer Loans                  4 -            7          2,093 2,104 
 Commercial Business Loans                -              -          248          2,804     3,052 
 Total Loans  $         595  $     -  $   997  $ 94,100  $95,692 

There was one residential mortgageA modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession.  The Company offers various types of $261,000 that was 90 days or more delinquentconcessions when modifying a loan.  These concessions typically result from our loss mitigation activities and continuing to accrue interest at March 31, 2011. It is includedcould include reductions in the 90+ Days Past Due columninterest rate, interest rates below market rates, loan maturity extensions, forbearance agreements, forgiveness of principal, extended amortizations, additional extensions of credit that creates a credit balance that exceeds the collateral value, or other actions.  Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period of at least six months.

When the Bank modifies loans in a TDR, it evaluates any possible impairment similar to other impaired loans based on the current fair value of the collateral, less selling costs for collateral dependent loans.  Loans may also be valued based on a discounted cash flow analysis at the loan’s effective interest rate.  If it is determined that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs) impairment is recognized through an allowance estimate or a charge-off to the allowance.  In periods subsequent to modifications, all TDRs are evaluated, including those that have payment defaults, for possible impairment and recognize impairment through the allowance.

Performing loans classified as troubled debt restructurings during the three months ended September 30, 2011, segregated by class, are shown in the table above.below:




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Three months ended September 30, 2011 
     Recorded  
     Investment  
   Number of with no Related
Type of Loan Contracts Allowance Allowance
Mortgage Loans:      
 Residential               -                   -                   -
 Commercial Real Estate              1    $ 479,961      $ 62,200
 Land               -                  -                   -
 Second Mortgage Loans               -                   -                   -
 Total Mortgage Loans              1     479,961       62,200
        
Consumer Loans:      
 Automobile Loans               -                  - -
 Savings Account Loans               -                 - -
 Mobile Home Loans               -                  - -
 Other Consumer Loans               -                   - -
 Total Consumer Loans               -                   -                   -
        
 Commercial Business Loans                  -                    -                    -
        
 Total Loans              1  $ 479,961      $ 62,200

For the three months ended September 30, 2011, the commercial real estate loan was renewed and was classified as a TDR due to a reduction of the interest rate and an extension of the amortization term. The financial impact of this modification was immaterial.  In addition, there was no material impact on the loan loss allowance as a result of this modification because the loan had been subject to impairment analysis and the reserve was already in place.

There are no TDR loans during the period July 1, 2011 through September 30, 2011 that have defaulted on their restructured terms. There is one commercial real estate loan that became a TDR in the quarter ended December 31, 2010, and also defaulted on the restructured terms during the same period. The property securing the loan is currently involved in a foreclosure.

As of September 30, 2011, the Bank had $561,000 of performing loans classified as troubled debt restructuring.

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on an individual loan basis for all loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Impaired loans include nonperforming loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan,
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payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collections.
 
Impaired loans at March 31,September 30, 2011 and June 30, 2011 are set forth in the following table. No interest income was recognized on impaired loans subsequent to their classification as impaired.

March 31, 2011 Unpaid  Recorded  Recorded          
September 30, 2011 Unpaid  Recorded  Recorded          
 Contractual  Investment  Investment  Total     Average  Contractual  Investment  Investment  Total     Average 
 Principal  With No  With  Recorded  Related  Recorded  Principal  With No  With  Recorded  Related  Recorded 
 Balance  Allowance  Allowance  Allowance  Allowance  Investment  Balance  Allowance  Allowance  Allowance  Allowance  Investment 
Residential Real Estate $978,819  $262,227  $625,091  $887,318  $91,501  $935,096  $681,544  $146,734  $492,992  $639,726  $41,818  $731,796 
Commercial Real Estate  4,409,145   443,411   3,085,349   3,528,760   880,385   4,423,698   3,446,477   1,295,460   1,974,210   3,269,670   176,807   3,172,395 
Land  154,043   67,925   66,138   134,063   19,980   395,004   559,792   559,792   -   559,792   -   367,970 
Commercial Business  720,376   -   374,758   374,758   345,618   390,622   286,086   280,463   -   280,463   5,623   522,410 
Consumer  -   -   -   -   -   -   16,824   16,824   -   16,824   -   15,490 
 $6,262,383  $773,563  $4,151,336  $4,924,899  $1,337,484  $6,114,420  $4,990,723  $2,299,273  $2,467,202  $4,766,475  $224,248  $4,810,061 
                        

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June 30, 2010 Unpaid  Recorded  Recorded             
  Contractual  Investment  Investment  Total      Average 
  Principal  With No  With  Recorded  Related  Recorded 
  Balance  Allowance  Allowance  Allowance  Allowance  Investment 
Residential Real Estate $1,052,316  $150,301  $736,296  $886,597  $165,719  $1,378,760 
Commerciall Real Estate  7,034,762   598,153   5,395,146   5,993,299   1,041,463   3,027,617 
Land  480,296   387,097   73,219   460,316   19,980   1,453,010 
Commercial Business  587,745   491,459   86,930   578,389   9,356   1,176,730 
Consumer  -   -   -   -   -   3,815 
  $9,155,119  $1,627,010  $6,291,591  $7,918,601  $1,236,518  $7,039,932 
                   
June 30, 2011 Unpaid  Recorded  Recorded          
  Contractual  Investment  Investment  Total     Average 
  Principal  With No  With  Recorded  Related  Recorded 
  Balance  Allowance  Allowance  Allowance  Allowance  Investment 
Residential Real Estate $846,833  $460,134  $363,732  $823,866  $22,967  $912,850 
Commercial Real Estate  3,693,505   1,228,767   1,846,353   3,075,120   618,385   4,153,983 
Land  176,147   176,147   -   176,147   -   351,233 
Commercial Business  829,023   497,872   266,484   764,356   64,667   465,368 
Consumer  14,155   14,155   -   14,155   -   2,831 
  $5,559,663  $2,377,075  $2,476,569  $4,853,644  $706,019  $5,886,265 
                         
Credit Quality Indicator. As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk grade of commercial loans, (ii) the level of classified commercial loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions in the State of Missouri.

The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the 8 risk grades is as follows:
·      
Grades 1 and 2 - These grades include loans to very high credit quality borrowers. These borrowers (grades 1 and 2), generally have significant capital strength, moderate leverage, stable earnings, growth, and readily available financing alternatives.
·      
Grades 3 - TThishis grade includes loans that are "pass grade" loans to borrowers of acceptable credit quality and risk. These borrowers have satisfactory asset quality and liquidity, adequate debt capacity and coverage, and good management in critical positions.
·      
Grades 4 - This grade includes loans that require ”increased management attention”.  These borrowers generally have limited additional debt capacity and modest coverage and average or below average asset quality, margins, and market share.
·      
Grade 5 - This grade is for "Other Assets EspeciallySpecially Mentioned" in accordance with regulatory guidelines. This grade is intended to be temporary and includes loans to borrowers whose credit quality has clearly deteriorated and are at risk of further decline unless active measures are taken to correct the situation.
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·     
Grade 6 - This grade includes "Substandard" loans, in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. By definition under regulatory guidelines, a "Substandard" loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business.  Also, included in "Substandard" loans, in accordance with regulatory guidelines, are loans for which the accrual of interest has been stopped. This grade includes loans where interest is more than 90 days past due and not fully secured and loans where a specific valuation allowance may be necessary.
·     
Grade 7 - This grade includes "Doubtful" loans in accordance with regulatory guidelines. Such loans are placed on non-accrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Additionally, these loans generally have a specific valuation allowance in excess of 30% of the principal balance.
·     
Grade 8 - This grade includes "Loss" loans in accordance with regulatory guidelines. Such loans are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. "Loss" is not intended to imply that the loan or some portion of it will never be paid, nor does it in any
12
way imply that there has been a forgiveness of debt.
 

The following tables show the outstanding balance of loans by credit quality indicator and loan segment as of September 30, 2011 and June 30, 2011

September 30, 2011               
     Specially          
Type of Loan Pass  Mentioned  Substandard  Doubtful  Total 
Mortgage Loans:               
Residential $52,282,560  $528,678  $671,469  $10,075  $53,492,782 
Commercial Real Estate  26,063,974   173,377   3,446,477   -   29,683,828 
Land  2,988,655   -   559,792   -   3,548,447 
Second Mortgage Loans  3,811,094   -   -   -   3,811,094 
Total Mortgage Loans  85,146,283   702,055   4,677,738   10,075   90,536,151 
Consumer Loans:                    
Automobile Loans  708,516   -   16,824   -   725,340 
Savings Account Loans  1,046,626   -   -   -   1,046,626 
Mobile Home Loans  132,681   -   -   -   132,681 
Other Consumer Loans  198,507   -   -   -   198,507 
Total Consumer Loans  2,208,330   -   16,824   -   2,103,154 
Commercial Business Loans  2,766,196   -   286,086   -   3,052,282 
Total Gross Loans $89,998,809  $702,055  $4,980,648  $10,075  $95,691,587 
                     




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June 30, 2011               
     Specially          
Type of Loan Pass  Mentioned  Substandard  Doubtful  Total 
Mortgage Loans:               
Residential $54,031,990  $-  $827,975  $-  $54,859,965 
Commercial Real Estate  26,008,159   175,552   3,693,505   -   29,877,216 
Land  3,106,958   -   176,147   -   3,283,105 
Second Mortgage Loans  3,925,928   -   18,858   -   3,944,786 
Total Mortgage Loans  87,073,035   175,552   4,716,485   -   91,965,072 
Consumer Loans:                    
Automobile Loans  793,128   -   14,154   -   807,282 
Savings Account Loans  1,143,361   -   -   -   1,143,361 
Mobile Home Loans  138,488   -   -   -   138,488 
Other Consumer Loans  244,573   -   -   -   244,573 
Total Consumer Loans  2,319,550   -   14,154   -   2,333,704 
Commercial Business Loans  2,472,622   -   829,023   -   3,301,645 
Total Gross Loans $91,865,207  $175,552  $5,559,662  $-  $97,600,421 
                     
The following table presents weighted average risk grades and classified loans by class of commercial loan. Classified loans include loans in Risk Grades 6, 7 and 8.

  March 31, 2011  June 30, 2010
  Weighted     Weighted  
  Average  Classified  Average Classified
  Risk Grade  Loans  Risk Grade Loans
Commercial Real Estate  3.47  $3,085,349   3.53 $5,395,146
Land  3.31   66,138   3.22  73,219
Commercial Business  3.85   486,065   3.73  86,930
                
Total     $3,637,552      5,555,295
                
Note: Classified loan amounts are net of specific reserve 

   September 30, 2011   June 30, 2011 
   
Weighted
Average
Risk Grade
   
Classified
Loans
   
Weighted
Average
Risk Grade
   
Classified
Loans
 
                 
Commercial Real Estate  3.42  $3,446,477   3.40  $3,693,505 
Land  3.50   559,792   3.19   176,147 
Commercial Business  3.17   286,086   3.81   829,023 
        Total     $4,292,355      $4,698,675 
Net (charge-offs)recoveries, segregated by class of loans, were as follows:
 (Dollars in thousands)   
 Nine Months Ended  Year Ended  (Dollars in thousands) 
 March 31, 2011  June 30, 2010  Three Months Ended 
Mortgage Loans $(675) $(1,814)
 September 30, 2011 
Mortgage Loans:   
Residential $(55)
Commercial Real Estate  (233)
Land  - 
Commercial Business Loans  24   (840)  (14)
Consumer Loans  2   (7)  (17)
Total $(319)
            
Total $(649) $(2,661)
 
In assessing the general economic conditions in the State of Missouri, management monitors and tracks the State and Counties Unemployment Rates, DJIA, S&P 500, NASDAQ, Fed Funds, Prime Rate, Crude, Gold, LiborLIBOR and Springfield Builder Permits.  Management believes these indexes provide a reliable indication of the direction of overall economy from expansion to recession throughout the United States and in the State of Missouri.
 
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Allowance for Possible Loan Losses. The allowance for possible loan losses is a reserve established through a provision for possible loan losses charged to expense, which represents management's best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Company's allowance for possible loan loss methodology includes allowance allocations calculated in accordance with U.S. GAAP calculated in accordance with ASCAccounting Standards Codification (“ASC”) 450 and ASC 310 .310. Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company's process for determining the appropriate level of the allowance for possible loan losses is designed to account for credit deterioration as it occurs. The provision for possible loan losses reflects loan quality trends, including the levels of and trends related to non- accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for possible loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for possible loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.
13
 
The level of the allowance reflects management's continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management's judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company's control, including, among other things, the performance of the Company's loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The Company's allowance for possible loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor's ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated Risk Grade of 6 or higher, the officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for possible loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things.
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Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are periodically updated each quarter based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. The Company's pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans. During fiscal 2011, each quarterly review included calculations for “look back periods” of one, two and three years and the Bank used the highest historical loss rate in its allowance calculations.

General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank's lending management and staff; (ii) the effectiveness of the Company'sBank's loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the
14
loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a "general allocation matrix" to determine an appropriate general valuation allowance.

Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades.

Loans identified as losses by management, internal/external loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements.
 
The following table details activity in the allowance for possible loan losses by portfolio segment for the yearquarter ended JuneSeptember 30, 2010 and the nine month period ended March 31, 2011. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
 
  (Amounts in Thousands) 
     Commercial       
  Mortgage  Business  Consumer    
  Loans  Loans  Loans  Total 
March 31, 2011:            
Balance – June 30, 2010 $2,273  $234  $20  $2,527 
Provision for loan losses  441   276   (1)  716 
Charge-offs  (721)  (17)  (11)  (749)
Recoveries  46   41   13   100 
Net (Charge-offs) /
Recoveries
  (675)  24   2   (649)
Balance – March 31, 2011 $2,039  $534  $21  $2,594 
Period-end amount allocated to:                
Loans individually evaluated $991  $346  $-  $1,337 
for impairment
Loans collectively evaluated  1,048   188   21   1,257 
for impairment
Balance – March 31, 2011 $2,039  $534  $21  $2,594 
 
 
1517
 
 
June 30, 2010:            
Balance –June 30, 2009 $2,073  $2,027  $86  $4,186 
 (Amounts in Thousands) 
    Commercial       
 Mortgage  Business  Consumer    
 Loans  Loans  Loans  Total 
September 30, 2011:            
Balance – June 30, 2011 $1,702  $258  $23  $1,983 
Provision for loan losses  1,864   (953)  (59)  852   76   (31)  21   56 
Transfer from reserve on  150   -   -   150 
Letters of Credit
Charge-offs  (1,853)  (1,034)  (28)  (2,915)  (297)  (16)  (20)  (333)
Recoveries  39   194   21   254   9   2   3   14 
Net (Charge-offs) /
Recoveries
  (1,814)  (840)  (7)  (2,661)  (288)  (14)  (17)  (319)
Balance –June 30, 2010 $2,273  $234  $20  $2,527 
                
Balance – September 30, 2011 $1,480  $213  $27  $1,720 
Period-end amount allocated to:                                
Loans individually evaluated $1,227  $10  $-  $1,237  $219  $5  $-  $224 
for impairment
Loans collectively evaluated  1,046   224   20   1,290   1,261   208   27   1,496 
for impairment
Balance –June 30, 2010 $2,273  $234  $20  $2,527 
Balance – September 30, 2011 $1,480  $213  $27  $1,720 

The Company's recorded investment in loans as of March 31,September 30, 2011 and June 30, 20102011 related to each balance in the allowance for possible loan losses by portfolio segment and disaggregated on the basis of the Company's impairment methodology was as follows:
 
  
Mortgage
Loans
  
Commercial
Business
Loans
  
Consumer
Loans
  
Total
Loans
 
September 30, 2011            
Loans individually evaluated for impairment $4,688  $286  $17  $4,991 
Loans collectively evaluated for impairment  85,848   2,766   2,087   90,701 
   Ending Balance $90,536  $3,052  $2,104  $95,692 
  (Amounts in Thousands) 
             
     Commercial       
  Mortgage  Business  Consumer  Total 
  Loans  Loans  Loans  Loans 
March 31, 2011            
Loans individually evaluated for
impairment
 $4,769  $720  $-  $5,489 
Loans collectively evaluated for
impairment
  90,063   3,032   2,380   95,475 
                 
      Ending Balance $94,832  $3,752  $2,380  $100,964 
                 
June 30, 2010                
Loans individually evaluated for
impairment
 $7,582  $96  $-  $7,678 
Loans collectively evaluated for
impairment
  96,035   4,395   2,888   103,318 
                 
      Ending Balance $103,617  $4,491  $2,888  $110,996 
June 30, 2011            
Loans individually evaluated for impairment $4,717  $829  $14  $5,560 
Loans collectively evaluated for impairment  87,248   2,473   2,320   92,041 
                  Ending Balance $  91,965  $   3,302  $ 2,334  $ 97,601 

4.       EARNINGS PER SHARE
4.  EARNINGS PER SHARE

Basic earnings per share is based on net income or loss divided by the weighted average number of shares outstanding during the period. Diluted earnings per share includes the effect, if any, of the issuance of shares eligible to be issued pursuant to stock option agreements.

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The table below presents the numerators and denominators used in the basic earnings (loss) per common share computations for the three and nine month periods ended March 31,September 30, 2011 and 2010.
 
 Three Months Ended Nine Months Ended
 March 31, March 31,
 2011 2010 2011 2010
Basic earnings (loss) per common share:       
Numerator:       
Net income (loss)$(613,764) $(108,610) $(2,153,449) $  137,284
Denominator:       
Weighted average common shares outstanding1,550,815 1,550,815 1,550,815 1,550,815
        
Basic earnings (loss) per common share$(0.40) $(0.07) $(1.39) $0.09
        
Diluted earnings (loss) per common share:       
Numerator:       
Net income (loss)$(613,764) $(108,610) $(2,153,449) $  137,284
Denominator:       
Weighted average common shares outstanding1,550,815 1,550,815 1,550,815 1,550,815
        
Basic earnings (loss) per common share$(0.40) $(0.07) $(1.39) $0.09
18

  Three Months Ended 
  September 30, 
  2011  2010 
Basic earnings (loss) per common share:      
Numerator:      
Net loss $(288,700) $(66,045)
Denominator:        
Weighted average common shares outstanding  1,550,815   1,550,815 
         
Basic earnings (loss) per common share $(0.19) $(0.04)
         
Diluted earnings (loss) per common share:        
Numerator:        
Net loss $(288,700) $(66,045)
Denominator:        
Weighted average common shares outstanding  1,550,815   1,550,815 
         
Basic earnings (loss) per common share $(0.19) $(0.04)

5.           COMMITMENTS

At March 31,September 30, 2011 and June 30, 2010,2011, the Company had outstanding commitments to originate loans totaling $1.4$913,000 and $1.1 million, and $594,000, respectively.  It is expected that outstanding loan commitments will be funded with existing liquid assets.


6.STOCK OPTION PLAN

The Company uses historical data to estimate the expected term of the options granted, volatilities, and other factors.  Expected volatilities are based on the historical volatility of the Company’s common stock over a period of time.  The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  The dividend rate is equal to the dividend rate in effect on the date of grant.  There were no grants made during either the fiscal year ended June 30, 20102011 or the ninethree months ended March 31,September 30, 2011. The exercise price of options granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date. The Company assumes no projected forfeiture rates on its stock-based compensation.


A summary of option activity under the 2004 Stock Option Plan (“Plan”) as of March 31,September 30, 2011, and changes during the ninethree months ended March 31,September 30, 2011, is presented below:


 
 
 
 
Options
 
 
 
 
Shares
  
Weighted- 
Average
Exercise
Price
  
Weighted-
Average
Remaining
Term
 
        ( in months) 
Outstanding at beginning of period  22,000  $16.95   64 
Granted  -   -     
Exercised  -   -     
Forfeited or expired  -   -     
Outstanding at end of period  22,000  $16.95   61 
Exercisable at end of period  20,000  $16.94     
             

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Options
 
 
 
 
Shares
  
Weighted- 
Average
Exercise
Price
  
Weighted-
Average
Remaining
Term
 
        ( in months) 
Outstanding at beginning of period  22,000  $16.95   76 
Granted  -   -     
Exercised  -   -     
Forfeited or expired  -   -     
Outstanding at end of period  22,000  $16.95   67 
Exercisable at end of period  16,000  $16.95     
             
A summary of the Company’s non-vested shares as of March 31,September 30, 2011, and changes during the nine monthsquarter ended March 31,September 30, 2011, is presented below:
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Non-vested Options
 
 
 
Options
  
Weighted-
Average
Grant Date
Fair Value
  
 
 
Options
  
Weighted-
Average
Grant Date
Fair Value
 
            
Outstanding at beginning of period  6,400  $6.11   2,000  $5.95 
Granted  -   -   -   - 
Exercised  -   -   -   - 
Vested  400   6.40   -   - 
Forfeited or expired  -   -   -   - 
Outstanding at end of period  6,000  $6.09   2,000  $5.95 

As of March 31,September 30, 2011, there was $1,900approximately $750 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately fivethree months.

7.FAIR VALUE MEASUREMENTS

FASB ASC Topic 820-10 definesThe fair value establishesis defined as the price that would be received to sell an asset or paid to transfer a hierarchy for measuringliability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in accordance with GAAP and expands disclosures about fair value measurements. This hierarchy includes three levels and is based upon the valuation techniquesprincipal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are: (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. Valuation techniques require the use of inputs that are consistent with the market approach, the income approach and/or the cost approach.

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy for valuation inputs gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
20

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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.

Securities Available for Sale. Securities classifiedIn general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as available for saleinputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are reportedrecorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company's creditworthiness, among other things, as well as unobservable parameters.

Any such valuation adjustments are applied consistently over time. The Company's valuation methodologies may produce a fair value utilizing Level 1calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company's valuation methodologies are appropriate and Level 2 inputs. For equity securities, unadjusted quoted prices in
18
active markets for identical assets are utilizedconsistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the measurementreporting date.  For all

Securities Available for Sale:  Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  Level 1 securities would include highly liquid government bonds and exchange traded equities.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.  Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities.  In certain cases where there is limited activity of less transparency around the input to the valuation, securities are classified within Level 3 of the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond's terms and conditions, among other things.valuation hierarchy.

Impaired Loans.loans:  The Company does not record impaired loans at fair value on a recurring basis.  However, periodically,From time to time, a loan is considered impaired and an allowance for loan losses is reported atestablished.  Once a loan has been identified as impaired, management measures impairment based upon the fair value of the underlying collateral, less estimated costscollateral.  Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable.  Loan impairment is measured based upon the present value of expected future cash flows discounts at the loan’s effective interest rate, expect where more practical, at the observable market price of the loan based upon appraisals by qualified licensed appraisers hired by the Company, and are, generally, considered Level 2 measurements.  In some cases, adjustments are made to sell, if repayment is expected solely fromthe appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral.  Impaired loans measured at fair value typically consist of loans on non-accrual status and loans with a portion of the allowance for loan losses allocated specifically to the loan. Collateral valuesWhen significant adjustments are estimated using Level 2 inputs, including recent appraisals and Level 3 inputs based on customized discounting criteria. Asunobservable inputs, the resulting fair market measurement is categorized as a result of the significance of the Levellevel 3 inputs, impaired loans fair values have been classified as Level 3.measurement.

Real Estate Owned. Realestate owned:  Other real estate owned represents property acquired through foreclosure and settlement of loans. Property acquired is carried at the lower of the principal amount of the loan outstanding at the time of acquisition, plus any acquisition costs, or the estimated fair value of the property, less disposal costs.  The Company considers third party appraisals, as well as independent fair value assessments from realtors or persons involved in selling real estate owned in determining the fair value of particular properties. Accordingly, the valuation of real estate owned is subject to significant external and internal judgment. The Company periodically reviews real estate owned to determine whether the property continues to be carried at the lower of the recorded book value or the fair value of the property less disposal costs.is determined based upon appraisals.  As such,with impaired loans, if significant adjustments are made to the Company classifies real estate owned subjected to non-recurringappraised value, based upon unobservable inputs, the resulting fair value adjustmentsmeasurement is categorized as Level 3.a level 3 measurement.
21

There have been no changes in valuation techniques used for any assets or liabilities measured at fair value during either the quarter ended September 30, 2011 or the year ended June 30, 2011.

The following tables summarize financial assets measured at fair value on a recurring basis as of March 31,September 30, 2011 and June 30, 2010,2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 March 31, 2011 Level 1  Level 2  Level 3  Total 
  Inputs  Inputs  Inputs  Fair Value 
  (dollars in thousands) 
Securities available-for-sale:            
  U. S. Agency securities $1,983  $24,550  $-  $26,533 
   Residential mortgage-                
     backed securities  -   32,277   -   32,277 
  Municipal securities  -   111   -   111 
  Other  -   276   -   276 
Total $1,983  $57,214  $-  $59,197 
September 30, 2011  
Level 1
Inputs
   
Level 2
Inputs
    
Level 3
Inputs
    
Total
Fair Value
 
   (dollars in thousands) 
Securities available-for-sale:              
  U. S. Agency Securities $-  $12,083   $-   $12,083 
  Residential mortgage-                  
     backed Securities  -   47,234    -    47,234 
  Municipal Securities  -   110    -    110 
  Other  -   244    -    244 
Total $-  $59,671   $-   $59,671 


June 30, 2011
  
Level 1
Inputs
   
Level 2
Inputs
   
Level 3
Inputs
  
 
Total
Fair Value
 
 Level 1  Level 2  Level 3  Total  (dollars in thousands) 
 Inputs  Inputs  Inputs  Inputs 
June 30, 2010 (dollars in thousands) 
Securities available-for-sale:                        
U. S. Agency securities $5,100  $21,928  $-  $27,028 
U. S. Agency Securities $-  $22,790  $-  $22,790 
Residential mortgage-                                
backed securities  -   32,868   -   32,868 
Municipal securities  -   132   -   132 
backed Securities  -   30,936   -   30,936 
Municipal Securities  -   110   -   110 
Other  -   276   -   276   -   244   -   244 
Total $5,100  $55,204  $-  $60,304  $-  $55,058  $-  $55,058 

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is
19
evidence of impairment). Financial assets and financial liabilities, excluding impaired loans, real estate owned and other repossessed assets, measured at fair value on a non-recurring basis were not significant at March 31, 2011.

The following tables summarize financial assets measured at fair value on a non-recurring basis as of March 31,September 30, 2011 and June 30, 2010,2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 
September 30, 2011
  
Level 1
Inputs
   
Level 2
Inputs
   
Level 3
Inputs
   
Total
Fair Value
 
   (dollars in thousands) 
             
Impaired Loans $-  $-  $5,466  $5,466 
Real estate owned  -   -   4,845   4,845 
Total $-  $-  $10,322  $10,322 
 
June 30, 2011
  
Level 1
Inputs
   
Level 2
Inputs
   
Level 3
Inputs
   
Total
Fair Value
 
   (dollars in thousands) 
Impaired Loans $-  $-  $5,377  $5,377 
Real estate owned  -   -   5,503   5,503 
Total $-  $-  $10,880  $10,880 

 
March 31, 2011 Level 1  Level 2  Level 3  Total 
  Inputs  Inputs  Inputs  Fair Value 
  (dollars in thousands) 
Impaired loans $-  $-  $4,773  $4,773 
Real estate owned  -   -   5,430   5,430 
Total $-  $-  $10,203  $10,203 

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June 30, 2010 Level 1  Level 2  Level 3  Total 
  Inputs  Inputs  Inputs  Fair Value 
  (dollars in thousands) 
Impaired loans $-  $-  $8,360  $8,360 
Real estate owned  -   -   3,885   3,885 
Other repossessed assets  -   -   61   61 
Total $-  $-  $12,306  $12,306 


88.DEFERRED INCOME TAXES

Due toDuring the cumulative operating losses overquarter ended September 30, 2011 and the last five years, which resulted inyear ended June 30, 2011, the Company recorded valuation allowances of $56,000 and $3.1 million, respectively. As of loss carry-forwards, the Company was required to provideSeptember 30, 2011, management has provided a reserve of approximately $1.1 million against itsfull valuation allowance for net deferred tax assets resulting from the Company’s cumulative net losses for the last six years.  Most of these losses have occurred during the three fiscal yearyears ended June 30, 2010.  During2011. Realization of deferred tax assets is dependent upon sufficient future taxable income during the nine months ended March 31,period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income.

At September 30, 2011, the Company was requiredhad net operating loss carry forwards of approximately $4.4 million which are available to record an additional $581,000 to provide a full valuation allowance on the net deferred tax assets.offset future taxable income with $1.0 million available through 2029, $1.6 million available through 2030, $1.3 million available through 2031 and $476,000 available through 2032.


9.RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified, with no effect on net income or loss or stockholders’ equity, to be consistent with the current period classification.

 
20 23
 

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

General

First Bancshares, Inc. (the “Company”) is a unitary savings and loan holding company whose primary assets are First Home Savings Bank (the “Bank”) and SCMG, Inc.  The Company was incorporated on December 31,September 30, 1993, for the purpose of acquiring all of the capital stock of First Home Savings Bank in connection with the Bank's conversion from a state-charted mutual to a state-chartered stock form of ownership. The transaction was completed on December 22, 1993.

On March 31,September 30, 2011, the Company had total assets of $204.2$204.1 million, net loans receivable of $98.6$94.2 million, total deposits of $174.2$176.7 million and stockholders’ equity of $19.5$17.7 million. The Company’s common shares trade on The NASDAQNasdaq Global Market of The NASDAQ Stock Market LLC under the symbol “FBSI.”

The following discussion focuses on the consolidated financial condition of the Company and its subsidiaries, at March 31,September 30, 2011, compared to June 30, 2010,2011, and the consolidated results of operations for the three-month and nine-month periodsperiod ended March 31,September 30, 2011, compared to the three-month and nine-month periodsperiod ended March 31, 2010, respectively.September 30, 2010. This discussion should be read in conjunction with the Company's consolidated financial statements, and notes thereto, for the year ended June 30, 2010.2011.

Recent Developments and Corporate Overview

Economic Conditions

The economic decline thatwhich began in calendar 2008 and which has continued to varying degrees though the first quarter of calendar 2011,throughout  2011. The downturn has created significant challenges for financial institutions such as First Home Savings Bank.  Dramatic declines in the housing market, marked by falling home prices and increasing levels of mortgage foreclosures, have resulted in significant write-downs of asset values by many financial institutions, including government-sponsored entities and major commercial and investment banks.  In addition, many lenders and institutional investors have reduced, and in some cases ceased to provide, funding to borrowers, including other financial institutions, as a result of concern about the stability of the financial markets and the strength of counterparties. While the economy has recently shown some small signs of improvement, no upward trend seems to have been established.

New Federal Legislation

Last year Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) which is significantly changing the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies.  On July 21, 2011, the Dodd-Frank Act eliminated the Office of Thrift Supervision (“OTS”), which had been the primary federal regulator for both the Bank and the Company. Effective with elimination of the OTS, the FDIC became the Bank’s primary federal banking regulator and the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) became the Company’s primary federal regulator, each assuming the powers and responsibilities of the Bank’s and Company’s former primary banking regulator, the OTS.  As a result of the Company being regulated by the Federal Reserve Board, the Company will eventually be required to comply with the Federal Reserve Board’s regulations that are applicable to bank holding companies, including bank holding company capital requirements.  These capital requirements are substantially similar to the capital requirements currently applicable to the Bank.  The Dodd-Frank Act also requires the Federal Reserve Board to set minimum capital levels for bank holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions.  Bank holding companies with assets of less than $500 million are exempt from these capital requirements.  The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards
24
in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.
The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws.  The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as the Bank, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.  The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets.  Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators, which in the Bank’s case, is the FDIC.

The legislation also broadens the base for FDIC insurance assessments.  Assessments are now be based on the average consolidated total assets less tangible equity capital of a financial institution.  The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013.  Additionally, regulatory changes in overdraft and interchange fee restrictions may reduce our noninterest income.  Lastly, the Dodd-Frank Act will increase stockholder influence over boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizing the Securities and Exchange Commission (“SEC”) to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials.  The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

Regulatory MattersOrders

On August 17, 2009, the Company and the Bank each entered into a Stipulation and Consent to the Issuance of Order to Cease and Desist from the OTS.  In connection with the elimination of the OTS, (collectively the “Orders”).Orders to Cease and Desist have been enforced by the Federal Reserve Board and the FDIC as the primary federal regulators of the Company and the Bank, respectively.

Effective October 25, 2011, the Order to Cease and Desist the Bank entered into with the OTS was terminated. Subsequently, on November 3, 2011, the Bank entered into an informal agreement (“Agreement”) with the Director of the Division of Finance of the State of Missouri (“Division”) and the FDIC (collectively referred to as the “Regulatory Authorities”) as a result of the Bank’s July 18, 2011 Report of Examination (“Report”).  Under the terms of the informal Agreement, which is significantly less onerous than the Order to Cease and Desist, the Bank has agreed to:

·     immediately reduce to zero the total amount of assets classified as "Loss" in the Report and in all future examination reports (this requirement has already been completed);
·     submit to the Regulatory Authorities by December 15, 2011, a written plan to reduce the remaining assets classified in the Report, and to subsequently submit to the Regulatory Authorities a plan to reduce assets classified or listed for Special Mention in any future examination or visitation report;
·     maintain Tier 1 Capital, exclusive of loan loss reserves, at no less than 7.0 percent of total assets (which the Bank exceeded with Tier 1 Capital of 8.0 percent of total assets at October 31, 2011), and to not (i) declare or pay any dividends, (ii) pay any management fees or bonuses, and (iii) increase any executive's salary or other compensation while the Tier 1 Capital to asset ratio is below 7.0 percent or which would reduce such ratio below 7.0 percent;
25
·     maintain the allowance for loan and lease losses at a reasonable and adequate level, consistent with regulatory guidance;
·     correct the loan documentation exceptions noted in the Report and discontinue certain lending practices without proper documentation;
·     submit to the Regulatory Authorities by December 15, 2011, a written plan for calendar years 2012, 2013 and 2014, which includes a three-year budget projection;
·     review and revise the Bank’s funds management policy by December 15, 2011 to include specific recommendations noted in the Report;
·     take immediate action to correct the violations of law and contraventions to interagency policy statements noted in the Report, including implementing procedures designed to prevent future violations of law and contraventions; and
·     Advise the Regulatory Authorities by December 15, 2011, and every 90 days thereafter, in a written report of the Bank’s actions taken to comply with the Agreement, which report shall include certain specific items regarding the status of the Bank’s classified assets.

All customer deposits remain insured to the fullest extent permitted by the FDIC since the Bank entered into the Agreement. The Bank has continued to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.

The provisions of the informal Agreement remain in effect until lifted by the Regulatory Authorities.

Under the terms of the Orders, the BankCompany’s Order to Cease and Desist (“Order”), the Company, without the prior written approval of the OTS,Federal Reserve Board, may not:

·     increase assets during any quarter;
·  payPay dividends;
·     increase brokered deposits;
·  repurchaseRepurchase shares of the Company’s outstanding common stock; and
·     issueIssue any debt securities or incur any debt (other than that incurred in the normal course of business).

Other material provisions of the OrdersOrder require the Bank and the Company to:

21
·     develop aan acceptable business plan for enhancing, measuring and maintaining profitability, increasing earnings, improving liquidity, maintaining capital levels, acceptable to the OTS;levels;
·     ensure the Bank’s compliance with applicable laws, rules, regulations and agency guidelines, including the terms of the order;guidelines;
·     not appoint any new director or senior executive officer or change the responsibilities of any current senior executive officers without notifying the OTS;Federal Reserve Board;
·     not enter into, renew, extend or revise any compensation or benefit agreements for directors or senior executive officers;
·     not make any indemnification, severance or golden parachute payments;
·     enhance its asset classification policy;
·  provide progress reports to the OTS regarding certain classified assets;
·  submit a comprehensive plan for reducing classified assets;
·  develop a plan to reduce its concentration in certain loans contained in the loan portfolio and that addresses the assessment, monitoring and control of the risks associated with the commercial real estate portfolio;
·  not enter into any arrangement or contract with a third party service provider that is significant to the overall operation or financial condition of the Bank, or that is outside the normal course of business; and
·  prepare and submit progress reports to the OTS.Federal Reserve Board.

The OrdersOrder will remain in effect until modified or terminated by the OTS.Federal Reserve Board.

All customer deposits remain insured toWe believe that the fullest extent permitted by the FDIC since entering into the Orders. The Bank has continued to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions. Neither the Company norare currently in substantial compliance with all of the Bank admitted any wrongdoing in entering intorequirements of the respective StipulationAgreement and Consent to the Issuance of a Cease and Desist Order. The OTS did not impose or recommend any monetary penalties.Order through their normal business operations.

For additional information regarding the terms of the orders,Agreement and the Order, please see our Current Reports on Form 8-K that we filed with the SEC on November 8, 2011 and August 18, 2009.2009, respectively. Further, we may be subject to more severe future regulatory enforcement actions, including but not limited to civil money penalties, if we do not comply with the terms of the Orders.Agreement and the Order.

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Review of Loan Portfolio

Since November 2008, in light of a continually worsening economy, and the departure of several loan officers, the Bank has conducted ongoing, in depth reviews and analyses of the loans in its portfolio, primarily focusing on its commercial real estate, multi-family, development and commercial business loans. During the yearfiscal years ended June 30, 2009, June 30, 2010 and June 30, 2011, based primarily on this ongoing loan review, and in light of the economic conditions, the BankCompany recorded a provisionprovisions for loan losses of $5.3 million, for the year.$852,000 and $1.2 million, respectively. During the yearquarter ended JuneSeptember 30, 2010,2011, The Company recorded an additional provision for loan losses totaling $852,000 was recorded by the Company. During the three and nine months ended March 31, 2011, additional provisions for loan losses of $245,000 and $ 716,000, respectively, were recorded.$56,000.

Beginning with the quarter ended December 31,September 30, 2009, the Company has engaged the services of a consultant with an extensive background in commercial real estate, multi-family, development and commercial business lending. The purpose of hiring the consultant was to assist the Company and the Bank in meeting reporting deadlines established in the Orders and, to validate the methodology used internally to review, evaluate and analyze loans. This consultant performed an extensive review of the Company’s credits of $250,000 or larger during the quarter ended September 30, 2009 and has performed follow up reviews during each quarter since the first review through the quarter ended March 31, 2011.


22
September 30, 2011 in order to assist management’s resolution of problem loans.

Litigation

On January 21, 2011 a jury verdict was entered against the Company and the Bank in the Circuit Court of Ozark County, Missouri, following a jury trial in a claim made by a former employee of the Bank relating to her termination from the Bank in 2007. The former employee claimed that the Bank wrongfully terminated her as a result of her reporting to superiors and Board members what she believed to be illegal activities of two former presidents of the Bank. This alleged cause of action in Missouri is commonly known as a whistleblower lawsuit. Protection for whistleblowers has been carved out as a protected class of employees who, as with certain other classes, such as gender, age, and race for example, cannot be terminated as a result of reporting alleged illegal activities. The jury verdict was against the Bank for $182,000 in compensatory damages (lost wages) and for punitive damages in the amount of $235,000, or a total of $417,000. The Bank believes that the verdict relating to the alleged reporting by the former employee of illegal activities is contrary to the facts and the law, and the Bank filed post-trial motions including a motion for a new trial and other relief. The post-trial motions were denied by the court, and the Bank has filed a notice of appeal. The Bank anticipatesfiled its appeal will be filed in either June or July 2011.September 2011, and the plaintiff has requested an extension to answer the filing. During the quarter ended December 31, 2010, the Bank recorded a liability in the amount of $300,000 in connection with this litigation in anticipation of the final amount it will owe the plaintiff.

In September 2006, the then Chief Financial Officer (“CFO”) of both the Bank and the Company was terminated. Subsequent to her termination, the former CFO filed a lawsuit against the Company and the Bank. The alleged cause of action is a whistleblower lawsuit. The former CFO claimed she was terminated for repeatedly reporting violations of law by two former chief executive officers of the Company and the Bank, and others during her tenure with the organization, and for refusing to sign  certifications for the Company’s securities filing with the SEC subsequent to September 15, 2006. The case was successfully mediated in September 2011. The terms of the settlement are confidential, and substantially all of the settlement amount will be paid by the insurance carrier of the Company and the Bank.  Both the Company and the Savings Bank deny all claims and assertions made by the former CFO.

Financial Condition

As of March 31,September 30, 2011, First Bancshares, Inc. had assets of $204.2$204.1 million, compared to $211.7$209.3 million at June 30, 2010.2011.  The decrease in total assets of $7.5$5.3 million, or 3.5%2.5%, was the result of a
27
decrease of $11.3$11.0 million, or 55.9%60.4%, in cash and cash equivalents,securities held to maturity, and a decrease of $10.1$1.7 million, or 9.3%1.7%, in loans receivable.receivable and a decrease of $536,000, or 10.9%, in real estate owned. These decreases were partially offset by increasesan increase of $16.1$5.6 million, or 25.8%10.3%, in investment securities available-for-sale and $1.5the purchase of $3.0 million or 37.6% in real estate owned and other repossessed assets.Bank Owned Life Insurance (“BOLI”). Deposits decreased $5.9$4.0 million, or 3.3%, and retail repurchase agreements increaseddecreased by $1.2 million, or 22.5%.million. The decrease in deposits related primarily to the reduction of account balances of one large commercial customer.

Loans receivable, net totaled $98.6$94.2 million at March 31,September 30, 2011, a decrease of $10.1$1.7 million, or 9.3%1.7%, from $108.7$95.8 million at June 30, 2010.2011. The decrease in loans is, in part, the result of decreased originations because of the current uncertainty in the economy, both local and national.national economies. These problems have affected many sectors of the economy and have created concerns for individuals and businesses.  Housing sales, both new and existing, consumer confidence and other indicators of economic health in our market area have decreased over the last year to two years. Additionally, net loans totaling $2.7 million$242,000 were transferred to real estate owned during the nine monthsquarter ended March 31,September 30, 2011.

The Company’s deposits decreased by $5.9$4.0 million, or 3.3%2.2%, from $180.1$180.7 million as of June 30, 20102011 to $174.2$176.7 million as of March 31,September 30, 2011.  The decrease was primarily the result of lower offering rates on mosta reduction in account balances of the Company’s deposit products.one commercial customer. The decision to lower interest rates was made to repositionparticular customer has occasional large deposits which reduce over varying periods of time. The balance of the Company relative to other financial institutions in its market areas, thereby providing better control over deposit cash flows and cost of funds. The Company’s retail repurchase agreements increaseddecreased by $1.2 million, or 22.5%18.7%, from $5.4$6.4 million at June 30, 20102011 to $6.6$5.2 million at March 31,September 30, 2011.

As of March 31,September 30, 2011 the Company’s stockholders’ equity totaled $19.5$17.7 million, compared to $22.6$18.1 million as of June 30, 2010.2011.  The $3.1 million$324,000 decrease was attributable to the net loss of $2.2 million$289,000 during the nine months ended March 31, 2011,first quarter of fiscal 2012, and by a negative change in the mark-to-market adjustment, net of taxes, of $947,000$36,000 on the Company’s available-for-sale securities portfolio. ThereIn addition, there was a small$370 increase in stockholders’ equity of $4,000 resulting from the accounting treatment of stock based compensation. There were no dividends paid by the Company during the nine monthsquarter ended March 31,September 30, 2011.


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Non-performing Assets and Allowance for Loan Losses

Generally, when a loan becomes delinquent 90 days or more, or when the collection of principal or interest becomes doubtful, the Company will place the loan on non-accrual status and, as a result of this action, previously accrued interest income on the loan is reversed against current income.  The loan will remain on non-accrual status until the loan has been brought current or until other circumstances occur that provide adequate assurance of full repayment of interest and principal.

Non-performing assets decreased from $13.1$10.5 million or 6.2%5.0% of total assets, at June 30, 20102011 to $11.0$9.4 million, or 5.4%4.6% of total assets at March 31,September 30, 2011.  The Bank’sCompany’s non-performing assets consist of non-accrual loans, past due loans over 90 days, impaired loans not past due or past due less than 90 days, real estate owned and other repossessed assets. The decrease in non-performing assets consisted of a decrease of $2.2 million$342,000 in non-accrual loans, a decrease of $1.6 million$227,000 in impaired loans not past due and a decrease of $60,000 in other repossessed assets. These decreases were partially offset by an increase of $1.5 million$537,000 in real estate owned and an increase of $254,000 in accruing 90 days past due loans.owned. There were no repossessed assets on the Company’s books at either June 30, 2011 or September 30, 2011. The decrease in non-accrual loans consisted of a decreasedecreases of $2.3 million$141,000 in non-accrual commercial real estate loans, $198,000 in non-accrual residential mortgages and a decrease of $25,000$3,000 in non-accrual commercial business loans. There were no loans which were partially offset by an increase $105,00090 days past due and still accruing at either June 30, 2011 or September 30, 2011. The decrease in non-accrual residential mortgages. While non-performing assets have been reduced since June 30, 2010 they remain high as ais the result of twoseveral factors.  First is the negative economic environment that has existed over the last two to three years, which has had an adverse impact on individuals and businesses in the Company’s primary market areas. Substantially all of the Company’s problem loans are located in the Company’s primary lending areas. Second, are concerns regarding the Bank’s underwriting of some of the loans that were originated prior to May, 2008. Starting in November 2008, the Company undertook an extensive review of the loan portfolio through which significant strides were made in identifying, analyzing and providing reserves on problem loans. The reviews of the loans in portfolio are an ongoing process. Since May 2008 the BankCompany has required that all loan originations, renewals and modifications to be approved by the Directors’ Loan Committee. Efforts to resolve problem loans by intensifying the Company’s efforts in working with borrowers has yielded some success in resolving problem loans, and where such efforts failed, foreclosures and repossessions have taken place.  As discussed below, management
28
believes the allowance for loan losses as of March 31,September 30, 2011, was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date. 

The following table sets forth information with respect to the Bank'sCompany's non-performing assets at the dates indicated.
 
24
  September 30,  June 30, 
  2011  2011  2010  2009  2008  2007 
  (Dollars in thousands) 
Loans accounted for on a non-accrual                  
  basis:                  
    Real estate:                  
      Residential $254  $452  $258  $593  $94  $245 
      Commercial and land  489   630   3,587   1,714   1,882   2,171 
    Commercial business  248   251   82   717   316   467 
    Consumer  6   6   -   -   21   6 
        Total $997  $1,339  $3,927  $3,024  $2,313  $2,889 
                         
Accruing loans which are contractually
past due 90 days or more:
                        
    Real estate:                        
      Residential $-  $-  $-  $-  $296  $278 
      Commercial and land  -   -   -   122   64   81 
    Commercial business  -   -   -   166   -   - 
    Consumer  -   -   -   -   -   - 
        Total $-  $-  $-  $288  $360  $359 
                         
    Total of non-accrual and                        
      90 days past due loans $997  $1,339  $3,927  $3,312  $2,673  $3,248 
                         
Real estate owned  4,377   4,914   3,885   1,549   1,206   291 
Repossessed assets  -   -   61   158   -   2 
Other non-performing assets:                        
  Impaired loans not past due  3,994   4,221   5,228   7,013   -   - 
  Slow home loans (60 to 90 days                        
    past due)  -   -   -   -   -   - 
      Total non-performing assets $9,368  $10,474  $13,101  $12,032  $3,879  $3,541 
                         
Total loans delinquent 90 days                        
  or more to net loans  0.00%  0.00%  0.00%  0.22%  0.22%  0.23%
                         
Total loans delinquent 90 days                        
  or more to total consolidated assets  0.00%  0.00%  0.00%  0.13%  0.14%  0.15%
                         
Total non-performing assets                        
  to total consolidated assets  4.59%  5.00%  6.19%  5.23%  1.56%  1.47%
 
  March 31,  June 30, 
  2011  2010  2009  2008  2007  2006 
  (Dollars in thousands) 
Loans accounted for on a non-accrual                  
  basis:                  
    Real estate:                  
      Residential $363  $258  $593  $94  $245  $322 
      Commercial and land  1,304   3,587   1,714   1,882   2,171   306 
    Commercial business  57   82   717   316   467   65 
    Consumer  -   -   -   21   6   148 
        Total $1,724  $3,927  $3,024  $2,313  $2,889  $841 
                         
Accruing loans which are contractually
past due 90 days or more:
                        
    Real estate:                        
      Residential $254  $-  $-  $296  $278  $- 
      Commercial and land  -   -   122   64   81   - 
    Commercial business  -   -   166   -   -   - 
    Consumer  -   -   -   -   -   3 
        Total $254  $-  $288  $360  $359  $3 
                         
    Total of non-accrual and                        
      90 days past due loans $1,979  $3,927  $3,312  $2,673  $3,248  $844 
                         
Real estate owned  5,430   3,885   1,549   1,206   291   497 
Repossessed assets  -   61   158   -   2   - 
Other non-performing assets:                        
  Impaired loans not past due  3,621   5,228   7,013   -   -   - 
  Slow home loans (60 to 90 days                        
    past due)  -   -   -   -   -   - 
      Total non-performing assets $11,030  $13,101  $12,032  $3,879  $3,541  $1,341 
                         
Total loans delinquent 90 days                        
  or more to net loans  0.25%  0.00%  0.22%  0.22%  0.23%  0.59%
                         
Total loans delinquent 90 days                        
  or more to total consolidated assets  0.12%  0.00%  0.13%  0.14%  0.15%  0.37%
                         
Total non-performing assets                        
  to total consolidated assets  5.40%  6.19%  5.23%  1.56%  1.47%  0.59%

Real estate owned and other repossessed assets include real estate and other assets acquired in the settlement of loans, which is recorded at the estimated fair value less the estimated costs to sell the asset.  Any write down at the time of foreclosure is charged against the allowance for loan losses.  Subsequently, net expenses related to holding the property and declines in the market value are charged against income. At JuneSeptember 30, 2010,2011, real estate owned consisted of eighteen properties (ten(six single family residences, seveneight commercial properties and one parcelthree parcels of farmland) with a net book value of $3.9 million. At June 30, 2010, repossessed collateral consisted of 1,168 radiators, 23 sections of steel shelving, a pallet jack and a moveable staircase and a motorcycle. All repossessed assets on the books at June 30, 2010 were sold during the nine months ended March 31, 2011, resulting in a net loss of $38,000. At March 31, 2011, real estate owned consisted of twenty-eight properties (eighteen single family residences, six commercial properties and four parcels ofvacant land) with a net book value of $5.4$4.4 million.  At March 31,June 30, 2011, real estate owned consisted of twenty-three properties (twelve single family residences, eight commercial properties and three parcels of vacant land) with a net book value of $4.9 million. At June 30, 2011, there was no repossessed collateral on the Company’s books.books of either the Bank or the Company. During the ninethree months ended March 31,September 30, 2011, seveneight properties and a mobile home located on piece of real estate owned, were sold resulting in a net loss of $25,000. Seventeen$47,000, and two properties totaling $2.7 million$242,000 were foreclosed on and added to real estate owned during the nine months ended March 31, 2011, and write-downs totaling $702,000 were provided on eleven properties.owned.
 
 
 
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Classified assets.  Federal regulations provide for the classification of loans and other assets as "substandard", "doubtful" or "loss", based on the level of weakness determined to be inherent in the collection of the principal and interest.  When loans are classified as either substandard or doubtful, the Company may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem loans. When assets are classified as loss, the Company is required either to establish a specific allowance for loan losses equal to 100% of that portion of the loan so classified, or to charge-off the amount determined to be loss.such amount. The Company's determination as to the classification of its loans and the amount of its allowances for loan losses are subject to review by its regulatory authorities, which may require the establishment of additional general or specific allowances for loan losses.

On the basis of management's review of its loans and other assets, at March 31,September 30, 2011, the Company had classified $10.0$9.4 million of its assets as substandard, none$10,000 as doubtful and none as loss.  This compares to classifications at June 30, 20102011 of $7.7$10.5 million as substandard, none as doubtful and none as loss.  We believe the decrease in substandard classified loans to $9.4 million at September 30, 2011 from $10.5 million at June 30, 2011 is an indication that the on-going, in-depth review and analysis of the Bank’s loan portfolio is helping the Company make progress in identifying and resolving problem loan issues. In addition, during the quarter ended September 30, 2011, an increase in the sale of properties resulted in a reduction in real estate owned.

Classified assets at March 31,September 30, 2011 and June 30, 20102011 included in real estate owned were $5.4of $4.4 million and $3.9$4.7 million, respectively. Other repossessed assets were $61,000 at June 30, 2010. There were no other repossessed assets on the Company’s books at March 31, 2011.either date.

In addition to the classified loans, the BankCompany has identified an additional $951,000$702,000 of credits at March 31,September 30, 2011 as specially mentioned compared to $1.5 million$176,000 at June 30, 2010.2011. The review and analysis of these loans identified them as credits possessing some element or elements of increased risk. Any deterioration in their financial condition could increase the classified loan totals. The increase in the internal watch list is primarily the result of the current state of the economy which had a negative impact on cash flows for both individuals and businesses. This, along with stricter internal policies, which have been in place during the last two years, relating to the identification and monitoring of problem loans, has resulted in an increase in the number and the total dollar amount of loans identified as problem loans.
 
Allowance for loan losses.  The Company establishes its provision for loan losses, and evaluates the adequacy of its allowance for loan losses based upon a systematic methodology consisting of a number of factors including, among others, historic loss experience, the overall level of classified assets and non-performing loans, the composition of its loan portfolio and the general economic environment within which the Bank and its borrowers operate.

At March 31,September 30, 2011, the Company hadhas established an allowance for loan losses of $2.6$1.7 million compared to an allowance for loan losses of $2.5$2.0 million at June 30, 2010.2011. The changedecrease in the allowance for loan losses was an increase of approximately $67,000. The provision for loan lossesdue to loans totaling $333,000 having been charged off during the nine monthsquarter ended March 31, 2011 was $716,000, which was substantially offset by charge-offs totaling $649,000 during the same period.September 30, 2011. The allowance represents approximately 46.3%34.5% and 27.6%35.7% of the total non-performing loans (including impaired loans not past due) at March 31,September 30, 2011 and June 30, 2010,2011, respectively.  The allowance for loan losses reflects management’s best estimate of probable losses inherent in the portfolio based on currently available information.  The Company believes that the allowance for loan losses as of March 31,September 30, 2011 was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date.  While the Company believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not
30
adversely impact the Company’s financial condition and results of operations.  Future additions to the allowance may become necessary based upon changing economic conditions, increased loan balances or changes in the underlying collateral of the loan portfolio.  In addition, the determination of the amount of the Bank’sCompany’s allowance for loan losses is subject to review by bank regulators as part of the examination process, which may result in the
26
establishment of additional reserves based upon their judgment of information available to them at the time of their examination.

Critical Accounting Policies

The Company’sCompany uses estimates and assumptions in its consolidated financial statements are prepared in accordance with accounting principles generally accepted inaccounting principles.  Material or critical estimates that are susceptible to significant change include the United States of America.  The financial information contained within these statements is, to a significant extent, financial information that is based on approximate measuresdetermination of the financial effectsallowance for loan losses and the associated provision for loan losses, the estimation of transactionsfair value for a number of the Company’s assets, and eventsvaluing deferred tax assets.

Allowance for Loan Losses.  Management believes that have already occurred.  Based on its consideration ofthe accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policy to be the policyestimate related to the allowance for loan losses.losses is a critical accounting estimate because it is highly susceptible to change from period to period.  This may require management to make assumptions about losses on loans; and the impact of a sudden large loss could require increased provisions, which would negatively affect earnings.

Allowance for Loan Losses

The Company’s allowance for loan loss methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan lossManagement recognizes that management believes is appropriate at each reporting date. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers’ sensitivity to interest rate movements.  Qualitative factors include the general economic environment in the Company’s markets, including economic conditions throughout the Midwest and, in particular, the state of certain industries.  Size and complexity of individual credits in relation to loan structure, existing loan policies, and pace of portfolio growth are other qualitative factors that are considered in the methodology.  As the Company adds new products and increases the complexity of its loan portfolio it will enhance its methodology accordingly.  Management may have reported a materially different amount for the provision for loan losses inmay occur over the statementlife of operations to changea loan and that the allowance for loan losses if its assessment of the above factors were different.  This discussion and analysis shouldmust be read in conjunction with the Company’s financial statements and the accompanying notes presented elsewhere herein, as well as the portion of this Management’s Discussion and Analysis section entitled “Non-performing Assets and Allowance for Loan Losses.”  Although management believes the levels of the allowance as of March 31, 2011 and June 30, 2010 were adequatemaintained at a level necessary to absorb specific losses on impaired loans and probable losses inherent in the loan portfolio, a decline in local economic conditions, or other factors, could result in additional losses.

Valuation of REO and Foreclosed Assets

Real estate properties acquired through foreclosure or by deed-in-lieu of foreclosure (“REO”) are recorded at the lower of cost or fair value less estimated costs to sell. Fair value is generally determined by management based on a number of factors, including third-party appraisals of fair value in an orderly sale. Accordingly, the valuation of REO is subject to significant external and internal judgment. Any differences between management’s assessment of fair value, less estimated costs to sell, and the carrying valueportfolio. Management of the loan at the date a particular property is transferred into REO are charged toBank assesses the allowance for loan losses. Management periodically reviews REO valueslosses on a monthly basis, through the analysis of several different factors including delinquency, charge-off rates and the changing risk profile of the Bank’s loan portfolio, as well as local economic conditions such as unemployment rates, bankruptcies and vacancy rates of business and residential properties. The allowance is increased by the provision for loan losses, which is charged against current period operating results and decreased by the amount of actual loan charge-offs, net of recoveries.

The allowance for loan losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The Company's allowance for possible loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor's ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated Risk Grade of 6 or higher, the officer analyzes the loan to determine whether the property continuesloan is impaired and, if impaired, the need to be carried atspecifically allocate a portion of the lower of its recorded book value or fair value, net of estimated costsallowance for possible loan losses to sell. Any further decreases in the value of REO are consideredloan. Specific valuation adjustments and trigger a corresponding charge to non-interest expense in the Consolidated Statements of Operations. Expenses from the maintenance and operations of REO are included in other non-interest expense.

Deferred Income Taxes

Deferred taxesallowances are determined usingby analyzing the liability (or balance sheet) method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary
 
 
 
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differences
borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things.

Historical valuation allowances are calculated based on the differences betweenhistorical loss experience of specific types of loans and the reported amountsinternal risk grade of assets and liabilities and their tax bases. Deferred tax assetssuch loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are reduced by aupdated each quarter based on actual charge-off experience. A historical valuation allowance when,is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the opinionpool. The Company's pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans. During fiscal 2011, each quarterly review included calculations for “look back periods” of one, two and three years and the Bank used the highest historical loss rate in its allowance calculations.

General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank's lending management and staff; (ii) the effectiveness of the Bank's loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a "general allocation matrix" to determine an appropriate general valuation allowance.

Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades.

Loans identified as losses by management, internal/external loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements.

As mentioned above, one of the factors taken into consideration in the analysis is charge-off rates which are calculated by loan type. Early in fiscal 2010, the Bank shortened the historical time period (“look-back period”) reviewed to calculate these rates from five years to three years. During fiscal 2011 and the first quarter of fiscal 2012, each quarterly review has included calculations for “look back periods” of one, two and three years, and, the Bank used the highest historical loss rate in its allowance calculations.

Net losses in the past three fiscal years have resulted in a cumulative loss of almost $8.6 million. At the end of fiscal 2010, the Company provided a reserve against its net deferred tax asset. Please see the discussion below regarding deferred tax assets.

Estimation of Fair Value.  The estimation of fair value is significant to a number of the Company’s assets, including securities and real estate owned.
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Declines in the fair value of equity securities below their amortized cost basis that are deemed to be other-than-temporary impairment losses are reflected as realized losses.  To determine if an other-than-temporary impairment exists on an equity security, the Company considers (a) the length of time and the extent to which the fair value has been less than cost, (b) the financial condition and near-term prospects of the issuer and (c) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for an anticipated recovery in fair value.  To determine if an other-than-temporary-impairment exists on a debt security, the Company first determines if (a) it intends to sell the security or (b) it is more likely than not that it will be required to sell the security before its anticipated recovery.  If either of the conditions is met, the Company will recognize an other-than-temporary-impairment in earnings equal to the difference between the fair value of the security and its adjusted cost basis. In estimating other-than-temporary impairment losses on debt securities, management considers a number of factors, including, but not limited to: (1) the length of time and extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the current market conditions and (4) the intent of the Company to not sell the security or whether it is more-likely-than-not that the Company will be required to sell the security before its anticipated recovery. If neither of the conditions is met, the Company determines (a) the amount of the impairment related to credit loss and (b) the amount of the impairment due to all other factors.  The difference between the present values of the cash flows expected to be collected and the amortized cost basis is the credit loss.  The amount of the credit loss is included in the consolidated statements of income as an other-than-temporary-impairment on securities and is an adjustment to the cost basis of the security.  The portion of the total impairment that is related to all other factors is included in other comprehensive income (loss).

Real estate owned is recorded at fair value less the estimated costs to sell the asset.  Any write down at the time of foreclosure is charged against the allowance for loan losses.  Subsequently, net expenses related to holding the property and declines in the market value are charged against income.

Deferred Tax Assets. The Company accounts for income taxes according to the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates applicable to taxable income for the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are evaluated for recoverability using a consistent approach which considers the relative impact of negative and positive evidence, including historical profitability and projections of future taxable income. The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if it is determined, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. DeferredIn evaluating the need for a valuation allowance, the Company estimates future taxable income based on business and tax assets and liabilitiesplanning strategies. This process involves significant management judgment about assumptions that are adjusted for the effects ofsubject to change from period to period based on changes in tax laws or variances between our projected operating performance, actual results and rates on the date of enactment.other factors.

Due to theThe Company is in a cumulative operating losses over the last five years, which resulted in $3.1 millionbook taxable loss position. For purposes of loss carry-forwards, the Company was required to provideestablishing a reserve of approximately $1.1 million against its net deferred tax assets during the fiscal year ended June 30, 2010.  During the nine months ended March 31, 2011, the Company was required to record an additional $581,000 to provide a full valuation allowance, onthis cumulative book taxable loss position is considered significant, objective evidence that some portion of the net deferred tax assets.asset might not be realized in the foreseeable future.

The Company concluded that it is more likely than not, that there would not be sufficient future taxable income to realize the deferred tax asset in the foreseeable future.

33

Results of Operations for the Three Months Ended March 31,September 30, 2011 Compared to the Three Months Ended March 31,September 30, 2010

General.  For the three months ended March 31,September 30, 2011, the Company reported a net loss of $614,000,$289,000, or $(0.40)$(0.19) per diluted share, compared to a net loss of $109,000,$66,000, or $(0.07)$(0.04) per diluted share, for the same period in 2010.  The increase in the net loss for the 2011 period was primarily attributable to an increasea $1.4 million decrease in the provision for loan losses of $182,000 to $245,000 during the 2011 period from $63,000 during the 2010 period. In addition, net interest income, for the three months ended March 31, 2011 decreased by $67,000 to $1.5 million from $1.6 million during the same periodand a $143,000 increase in 2010 and the provision for income taxes increased by $345,000 to an expense of $293,000 from a benefit of $52,000 during the 2010 period.non-interest expense. These items were partially offset by an increase of $30,000$21,000 in non-interest income and a decrease of $59,000$7,500 in non-interest expense.the provision for loan losses.

Net interest income.  The Company’s net interest income for the three months ended March 31,September 30, 2011 was $1.4 million, compared to $1.5 million for the same period in 2010.  The decrease reflects a $368,000 decrease of $67,000, or 4.2%, compared to the three months ended March 31, 2010.in interest income partially offset by a $253,000 decrease in interest expense.

Interest income. Interest income for the three months ended March 31,September 30, 2011 decreased $355,000,$368,000, or 15.1%16.7%, to $2.0$1.8 million compared to $2.4$2.2 million for the same period in 2010. Interest income from loans decreased $377,000$276,000 to $1.4$1.3 million for the three months ended September 30, 2011 from $1.8$1.6 million for the comparable period in 2010 as a result of a decrease in average loans to $100.0$94.7 million during the three months ended March 31, 2011 period from $116.4$106.9 million during the comparable 2010 period and to a decrease in the yield on loans to 5.76%5.58% during the three months ended March 31,September 30, 2011 from 6.31%5.96% during the comparable period in 2010. The decrease in average loans was the result of a decrease in loanlending volume during the three months ended September 30, 2011 compared to the comparable 2010 period, and between these three month periods. Additionally, between June 30, 2010 and March 31, 2011 the Bank had loan write-offs totaling $653,000, transfers of loans totaling $2.7 million to real estate owned and repossessed collateral, and efforts by management to move certain credits out of the Bank. The decrease in yield was the result of a downward trend in interest rates overbetween the three years ending March 31, 2011, which resulted in decreased yields on adjustable rate loans and new loans with lower yields replacing sometwo periods. Interest rates began to decrease during the first quarter of calendar 2008, continued to decrease through most of the higher rate loans that paid off, were written off or transferred to real estate owned or repossessed collateral.time since and through September 30, 2011 remain at exceptionally low levels.

Interest income from investment securities and other interest-earning assets for the three months ended March 31,September 30, 2011 increased $21,000,decreased $92,000, or 3.9%15.4%, to $576,000$505,000 from $555,000$597,000 for the same period in 2010. The increasedecrease was the result of a decrease in the yield on these assets to 2.13% for the 2011 period from 2.61% for the 2010 period which was partially offset by an increase in the average balance of these assets of $10.5$3.4 million to $88.3$94.0 million for the three monthsquarter ended March 31,September 30, 2011 from $77.8$90.6 million for the 2010same period which was partially offset by decrease in the yield on these assets to 2.65% for the three months ended March 31, 2011 from 2.72% for the 2010 period.2010.

Interest expense. Interest expense for the three months ended March 31,September 30, 2011 decreased $288,000$253,000 or 37.3%38.5%, to $485,000$404,000 from $773,000$657,000 for the same period in 2010. Interest expense on deposits decreased $291,000$256,000 to $427,000$344,000 in the three months ended March 31,September 30, 2011 from $718,000$600,000 in the same period in 2010. The decrease resulted from a decrease in the average cost of deposits to
28
1.06% during 0.87% in the three months ended March 31, 2011 period from 1.71%1.42% in the 2010 period, and by a decrease in average interest-bearing deposit balances of $5.6$10.4 million to $163.2$156.9 million duringin the three months ended March 31, 2011 period from $168.8$167.3 million in the 2010 period. Interest expense on other interest-bearing liabilities increased $3,000 to $58,000$60,000 in the three months ended March 31,September 30, 2011 from $55,000$57,000 in the comparable period in 2010. The increase in interest expense on other interest-bearing liabilities was attributable to an increase in the average balance of other interest-bearing liabilities of $1.0 million$736,000 to $9.1$8.8 million during the three months ended March 31, 2011 period from $8.1 million during the 2010 period which was partially offset by a decrease in the average cost of other interest bearing liabilities to 2.62%2.13% during the three months ended March 31, 2011 period from 2.74%2.79% during the 2010 period. The average outstanding balance of retail repurchase agreements increased to $6.1$5.8 million during the three months ended March 31,September 30, 2011 from $5.1 million during the comparable period in 2010. This was due to our largest retail repurchase agreement customer having more investable cash during the 2011 period than during 2010 period

Net interest margin. The Company’s net interest margin was 3.25%decreased to 3.01% for the three months ended March 31,September 30, 2011 compared to 3.26%from 3.11% for the three months ended March 31,September 30, 2010.
34

Provision for loan loss. During the quarter ended March 31,September 30, 2011, the provision for loan losses totaled $245,000was $56,000, compared to $63,000 for the quarter ended March 31,September 30, 2010.  For a discussion of this change, see “Non-performing Assets and Allowance for Loan Losses” herein.

Non-interest income.  For the three months ended March 31,September 30, 2011, non-interest income totaled $366,000,$308,000, compared to $337,000$287,000 for the three months ended March 31,September 30, 2010.  The $29,000$21,000 increase between the two periods resulted primarily from a $300,000net profit of $114,000 on the sale of investmentssecurities and a $17,000 profitincome of $8,000 on the sale of loansBOLI purchased during the 2011 period. ThereThese increases were no sales of investments or profits on the sale of loans during the 2010 period. Additionally, net losses on the sale of real estate owned and repossessed assets decreasedoffset by $9,000 and $21,000, respectively. Servicea decrease in service charges and other fee income decreased by $84,000,of $58,000, a decrease in other non-interest income decreased by $37,000of $18,000, and increases of $18,000 and $7,000 in net loss on the sale of property and equipment and real estate owned and provision for losses on real estate owned, increased by $195,000 between periods.respectively. The decrease in service charges and other fee income appearswas due to be occurring throughout theregulatory changes that have resulted in restrictions on type, number and amount of fees charged by financial services industry withinstitutions. We have also observed that account holders are taking greater care that they do not incur overdraft charges foron their accounts. The increase in the loss on the sale of real estate owned was due to primarily to the number of properties that were sold during the 2011 quarter.

Non-interest expense. Non-interest expense decreasedincreased by $59,000$143,000 from slightly more than $2.0$1.8 million during the three months ended March 31,September 30, 2010 to slightly less than $2.0 million for the three months ended March 31,September 30, 2011.  This was primarily the result of decreasesincreases of $67,000, $88,000 and $18,000 in compensation and employee benefits, professional fees and deposit insurance premiums, and other non-interest expense of $50,000, $44,000 and $112,000, respectively. These decreasesincreases were partially offset by increasesdecreases of $11,000$8,000 in occupancy and equipment expense and $136,000$23,000 in other non-interest expenses. The increase in compensation was the result of additional funding to the frozen defined benefit plan and, in part, to a change in senior management. The increase in professional fees.fees was primarily related to costs associated with foreclosures and maintenance for real estate owned.

Income tax expense.  State income tax expense and income tax benefits are recorded based on the taxable income or loss of each of the Company. Federal income taxes are calculated based on the combined income of the consolidated group. Pre-tax net income is reduced by non-taxable income items and increased by non-deductible expense items. However, during the year ended June 30, 2010,2011, the Company recorded income tax expense of $1.0 million. This was the result of the reversal of current year and previously recorded net deferred tax benefits. In light of the cumulative net losses the Company has experienced over the last five fiscal years, current accounting standards required that the net deferred tax asset be reserved. Future earnings are expected to enable the Company to recover these reserved deferred tax assets.

The Company recorded ano income tax expense of $293,000provision or benefit for the three months ended March 31,September 30, 2011 as compared to a tax benefitprovision of $52,000$6,000 for the three months ended March 31,September 30, 2010.  DuringThe $6,000 provision in the quarter ended March 31, 2011,September 30, 2010 was required to reduce the remainingvaluation allowance related to the net deferred tax asset  related to comprehensive income resulting from the positive difference between the market value and the book value of available-for-sale securities was written off. This deferred tax asset had been decreasing during the nine months ended
29
March 31, 2011 and had resulted in tax expense because the deferred tax asset had been offset by deferred tax liabilities in determining the tax provision as of June 30, 2010. Going forward, changes in the market value of available-for-sale securities will not impact the income tax provision or benefit of the Company.

Results of Operations for the Nine Months ended March 31, 2011 Compared to the Nine Months ended March 31, 2010

General. For the nine months ended March 31, 2011, the Company reported a net loss of $2.2 million, or $(1.39) per diluted share, compared to net income of $137,000, or $0.09 per diluted share, for the same period in 2010.  The change to a net loss during the first nine months of 2011 from net income for the comparable 2010 period was the result of several factors. During the nine months ended March 31, 2011 a provision for loan losses of $716,000 was recorded while the provision during the 2010 period was $63,000. In addition, net interest income decreased by $336,000 to $4.6 million for the 2011 period from $4.9 million for the 2010 period. In addition, non-interest expense for the nine months ended March 31, 2011 increased by $106,000 to $5.9 million from $5.7 million during the same period in 2010. There was also a decrease in non-interest income and an increase in the provision for income taxes, of $813,000 and $382,000, respectively.

Interest income. Interest income for the nine months ended March 31, 2011 decreased $1.2 million, or 16.2%, to $6.3 million compared to $7.5 million for the same period in 2010. Interest income from loans decreased $1.3 million, or 22.1%, to $4.6 million from $5.8 million in 2010. This was attributable to a decrease in the yield on loans to 5.88% during the 2011 period from 6.32% during the comparable 2010 period, and to a decrease in the average loan balances to $103.1 million during the nine months ended March 31, 2011 from $123.4 million during the 2010 period.

Interest income from investment securities and other interest-earning assets for the nine months ended March 31, 2011 increased $78,000 to $1.7 million from $1.6 million for the same period in 2010. The increase was the result of, an increase in the average balance of these assets of $13.2 million to $89.2 million for the nine months ended March 31, 2011 from $76.0 million for the same period in 2010, which was partially offset by a decrease in the yield on these assets to 2.61% for the 2011 period from 2.87% for the 2010 period

Interest expense. Interest expense for the nine months ended March 31, 2011 decreased $880,000, or 34.3%, to $1.7 million from $2.6 million for the same period in 2010. Interest expense on deposits decreased $858,000, or 36.2%, to $1.5 million in the nine months ended March 31, 2011 from $2.4 million in the same period in 2010. The decrease resulted from a decrease in average interest-bearing deposit balances of $5.6 million to $165.2 million during the nine months ended March 31, 2011 from $170.8 million during the 2010 period, and to a decrease in the average cost of deposits to 1.22% during the nine months ended March 31, 2011 from 1.84% in the 2010 period. Interest expense on other interest-bearing liabilities decreased $21,000 to $173,000 in the nine months ended March 31, 2011 from $194,000 in the comparable period in 2010. The decrease in interest expense on other interest-bearing liabilities was due to a decrease in the average outstanding balances of other interest-bearing liabilities to $8.6 million during the nine months ended March 31, 2011 from $12.2 million during the 2010 period, which was partially offset by an increase in the average cost on other interest-bearing liabilities to 2.70% during the 2011 period from 2.32% during the 2010 period.

Net interest margin. Net interest margin decreased to 3.19% for the nine months ended March 31, 2011 from 3.29% for the nine months ended March 31, 2010.

Provision for loan loss. During the nine months ended March 31, 2011, there was a provision for loan losses of $716,000, compared $63,000 for the nine months ended March 31. 2010.  For a discussion of this change, see “Non-performing Assets and Allowance for Loan Losses” herein.
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Non-interest income.  For the nine months ended March 31, 2011, non-interest income totaled $389,000, compared to $1.2 million for the nine months ended March 31, 2010.  The $813,000 decrease between the two periods resulted primarily from an increase of $567,000 in the provision for losses on real estate owned in the 2011 period compared to the 2010 period. There were also decreases of $389,000, $13,000, $54,000, $40,000 and $34,000 in service charges and other fee income, profit on the sale of loans, net loss on sale of property and equipment and real estate owned, net loss on the sale of repossessed assets and other non-interest, respectively. The $54,000 change in net gain on sale of property and equipment and real estate owned was due to a net loss of $25,000 during the nine months ended March 31, 2011 compared to net gain of $29,000 during the nine months ended March 31, 2010. The decrease in gain on the sale of loans resulted from fewer loans originated for sale during the nine months ended March 31, 2011 compared to the nine months ended March 31, 2010.

Non-interest expense. Non-interest expense totaled $5.9 million for the nine months ended March 31, 2011, compared to $5.7 million for the nine months ended March 31, 2010, increasing by $106,000. This was primarily the result of the recording of a liability of $300,000 related to a lawsuit brought by a former employee discussed above. Additionally, there was an increase of $218,000 in professional fees. These increases were partially offset by decreases of $177,000 in compensation and benefits, $34,000 in occupancy and equipment expense and $93,000 in deposit insurance premiums. The decreases in compensation and benefits and occupancy and equipment expense are primarily the result of cost reduction and containment efforts begun by current management. The decrease in deposit insurance premiums was due to some additional expenses recorded during the nine months ended March 31, 2010 period that did not recur in the comparable period in 2010.

Income tax expense.  The Company recorded a tax expense of $581,000 for the nine months ended March 31, 2011 as compared to a tax expense of $198,000 for the nine months ended March 31, 2010.  During the nine months ended March 31, 2011, the remaining deferred tax asset related to comprehensive income resulting from the positive difference between the market value and the book value of available-for-sale securities was written off. This deferred tax asset had been decreasing during the nine months ended March 31, 2011 and had resulted in tax expense because the deferred tax asset had been offset by deferred tax liabilities in determining the tax provision as of June 30, 2010. Going forward, changes in the market value of available-for-sale securities will not impact the income tax provision or benefit of the Company.zero.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, borrowings, principal and interest payments on loans, investments, and mortgage-backed securities, and funds provided by other operating activities. While scheduled payments on loans, mortgage-backed securities, and short-term investments are relatively predictable sources of funds, deposit flows and early loan repayments are greatly influenced by general interest rates, economic conditions, and competition.

The Company uses its capital resources principally to meet ongoing commitments to fund maturing certificates of deposits and loan commitments, to maintain liquidity, and to meet operating expenses.  At March 31,September 30, 2011, the Company had commitments to originate loans totaling $1.4 million.$913,000. The Company believes that loan repayment and other sources of funds will be adequate to meet its foreseeable short- and long-term liquidity needs.
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Regulations require First Home Savings Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets, and a leverage ratio consisting of Tier 1 capital to average assets.  The following table sets forth First Home Savings Bank's actual capital and required capital amounts and ratios at March 31,September 30, 2011 which, at that date, exceeded the minimum capital adequacy requirements.
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 Actual  
Minimum
Requirement For
Capital Adequacy
Purposes
  
Minimum
Requirement To Be
Well Capitalized
Under Prompt
Corrective Action
Provisions
  Actual  
Minimum
Requirement For
Capital Adequacy
Purposes
  
Minimum
Requirement To Be
Well Capitalized
Under Prompt
Corrective Action
Provisions
 
At March 31, 2011 Amount  Ratio  Amount  Ratio  Amount  Ratio 
    (Dollars in thousands)    
At September 30, 2011 Amount  Ratio  Amount  Ratio  Amount  Ratio 
(Dollars in thousands)                  
Tangible Capital (to adjusted total assets) Tangible Capital (to adjusted total assets)$18,281   9.01% $3,043   1.50%  -   - - Tangible Capital (to adjusted total assets)$16,177   8.00% $3,032   1.50%  -   - - 
Tier 1 (Core) Capital (to adjusted total assets) Tier 1 (Core) Capital (to adjusted total assets) 18,281   9.01%  8,114   4.00% $10,143   5.00%Tier 1 (Core) Capital (to adjusted total assets) 16,177   8.00%  8,084   4.00% $10,105   5.00%
Tier 1 (Core) Capital (to risk weighted assets) Tier 1 (Core) Capital (to risk weighted assets) 18,281   18.15%  4,029   4.00%  6,044   6.00%Tier 1 (Core) Capital (to risk weighted assets) 16,177   16.98%  3,812   4.00%  5,717   6.00%
Total Risk Based Capital (to risk weighted assets) Total Risk Based Capital (to risk weighted assets) 19,516   19.37%  8,059   8.00%  10,073   10.00%Total Risk Based Capital (to risk weighted assets) 17,352   18.21%  7,623   8.00%  9,529   10.00%

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) established five regulatory capital categories and authorized the banking regulators to take prompt corrective action with respect to institutions in an undercapitalized category.  While at March 31,September 30, 2011, First Home Savings Bank still exceeded minimum requirements for the well capitalized category, it is not considered well-capitalizedwell capitalized as a result of the ceaseAgreement that was entered into with the Division and desist order currently in place.the FDIC.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains certain "forward-looking statements" that relate to the Company within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of words such as "believe," "expect," "anticipate," "intend," "should," "plan," "project," "estimate," "potential," "seek," "strive," or "try" or other conditional verbs such as "will," "would," "should," "could," or "may" or similar expressions. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate and about the Company and the Bank, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our strategies. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Although we believe that our plans, intentions and expectations, as reflected in these forward-looking statements are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or realized. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs that may be impacted by deterioration in the housing and commercial real estate markets and may lead to increased losses and non-performing assets in our loan portfolio, result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; deposit flows; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our  ability to sell loans in the secondary market; adverse changes in the securities markets; results of examinations of usthe Company by the OfficeFederal Reserve Board and of Thrift Supervision,the Bank by the FDIC, the Missouri Division of Finance and the Federal Deposit Insurance Corporation or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to
36
borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; the possibility that we will be unable to comply with the conditions imposed upon us by the OrdersBank’s informal Agreement with the Missouri Division of Finance and the FDIC and the Company’s Order to Cease and Desist issued by the Company’s prior banking regulator, the OTS, including but not limited to our ability to reduce our non-performing assets, which could result in the imposition of additional restrictions on our operations; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential
32
associated charges; computer systems on which we depend could fail or experience a security breach, or the implementation of new technologies may not be successful; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes such as the Dodd-Frank Act and its implementing regulations that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; further increases in premiums for deposit insurance; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; the Company’s and Bank’s ability to pay dividends on its common stock; the inability of key third partythird-party providers to perform their obligations to us; changes in accounting policies, principles and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board,FASB, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations; pricing, products and services; our ability to lease excess space in Company-owned buildings; and other risks detailed in this Quarterly Report and our Annual Report on Form 10-K.10-Q. Any of the forward lookingforward-looking statements that we make in this Form 10-Q and in the other public statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control. We caution readers not to place undue reliance on any forward-looking statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company's operating and stock performance.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4.    Controls and Procedures

Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met.  Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934 (Exchange Act) as of the end of the period covered by the report.
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Based upon that evaluation, the Company’s  Chief Executive Officer President and Chief Financial Officer concluded that as of March 31,September 30, 2011 the Company’s  disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by the Company  in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information required to be disclosed by the Company  in the  reports that it files or submits under the Exchange Act is accumulated and communicated to its  management, including its  principal executive president and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Internal Control Over Financial Reporting
A material weakness is a significant deficiency (within the meaning of PCAOB Auditing Standard No. 2), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual of interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions.

As of December 31, 2010, the Company did not identify or record certain transactions related to additional allowances for loan losses and valuation allowances on real estate owned. These transactions were identified after discussion with the Company's independent registered public accounting firm and were corrected prior to the release of the Company's earnings for the three and six month periods ended December 31, 2010.

Because of the material weakness described above, based on its assessment, management believed that, as of December 31, 2010, the Company did not maintain effective internal control over financial reporting based on the criteria established in Internal Control Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

To remediate the material weakness in the Company's internal control over financial reporting described above, the Company has re-examined its policies and procedures relating to identifying potential losses on problem loans and real estate acquired through foreclosure. Based on the review, the Company has amended its policies as necessary, and streamlined its procedures to provide a focal point for the flow of related information through the Company. The person responsible for this information flow will provide the Board of Directors with current information on which the adequacy of loss allowances can be determined.

During the quarter ended March 31,September 30, 2011, other than the remediation described in the proceeding paragraph, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future.  The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company’s business.  While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.

 
34 38
 

FIRST BANCSHARES, INC.
AND SUBSIDIARIES
PART II - OTHER INFORMATION

FORM 10-Q

Item 1.          Legal Proceedings
 
 Item 1.         Legal Proceedings
There are no material pending legal proceedings, other than those discussed in Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations, Recent Developments and Corporate Overview, Litigation, to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses. See “Recent Developments and Corporate Overview – Litigation” for discussion regarding a lawsuit by a former employee and the accrual for a possible settlement.
Item 1A.Risk  Factors
 There are no material changes from the risk factors as previously disclosed in our June 30, 20102011 Annual Report on Form 10-K.10-K
Item 2.       Unregistered Sale of Equity Securities and Use of Proceeds
Item 2.           Unregistered Sale of Equity Securities and Use of Proceeds
 (a) Recent sales of unregistered securities - None. 
 (b) 
(b) Use of proceeds - None.
 
 (c) Stock repurchases - None 
Item 3.           Defaults Upon Senior Securities - None
Item 4.           Removed and reserved

Item 5.
Other Information - None
      Item 4.                Removed and reserved
      Item 5.                Other Information - None
Item 6.           Exhibits
                       (a) 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.
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Balance Sheets; (2) Condensed Consolidated Statement of Operations; (3) Condensed Consolidated Statements of Stockholders’ Equity; (4) Condensed Consolidated Statement of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements.*
35
 
___________
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.



39

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.
 
FIRST BANCSHARES, INC.
Date:               May 11, 2011By:    /s/ Thomas M. Sutherland___ 
          Thomas M. Sutherland, 
FIRST BANCSHARES, INC.
Date:               November 14, 2011
By:         /s/ R. Bradley Weaver                              
               R. Bradley Weaver,
               Chief Executive Officer
Date:               May 11, 2011By:    /s/ Ronald J. Walters_ 
          Ronald J. Walters, Senior Vice President, 
          Treasurer and Chief Financial Officer 


36 
Date:               November 14, 2011
By:         /s/ Ronald J. Walters                                 
               Ronald J. Walters, Senior Vice President, 
               Treasurer and Chief Financial Officer 

40
 

EXHIBIT INDEX

Exhibit No.                           Description of Exhibit

 31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter   ended September 30, 2011, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Balance Sheets; (2) Condensed Consolidated Statement of Operations; (3) Condensed Consolidated Statements of Stockholders’ Equity; (4) Condensed Consolidated Statement of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements.
 
 
 
41 

 
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