UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~June 3130, ~~2012~~2013

o☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ~~____________to~~______________ ~~____________~~to _____________

Commission file number: 0-52517

DELANCO BANCORP, INC.

(Exact name of small business issuer as specified in its charter)

United States

(State or other jurisdiction of incorporation

or organization)

36-4519533

(I.R.S. Employer Identification No.)

615 Burlington Avenue, Delanco, New Jersey 08075

(Address of principal executive offices)

(856) 461-0611

(Issuer’s telephone number)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x ☒ No o☐

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X ]

Non-accelerated filer [ ] Smaller reporting company [X ]

(Do not check if a smaller reporting company)

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

No x ☒

As of ~~February~~August 1112, 2013 there were 1,634,725 shares of the registrant’s common stock outstanding.

DELANCO BANCORP, INC.

FORM 10-Q

Index

			~~Page No.~~	Page No.
PART I. FINANCIAL INFORMATION
Item 1.	~~Item 1.~~	~~Financial~~Consolidated Statements of Financial Condition at June 30, 2013 (Unaudited) and March 31, 2013		1
		Consolidated Statements of Financial Condition at December 31, 2012 (Unaudited) and March 31, 2012	1
		Consolidated Statements of Operations for the Three Months Ended June 30, 2013 and 2012 (Unaudited)		2
		Consolidated Statements of Operations for the three and nine months ended December 31, 2012 and 2011 (Unaudited)	2
		Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2013 (Unaudited)		3
		Consolidated Statements of Comprehensive Income for the nine months ended December 31, 2012 and 2011(Unaudited)	3
		Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2013 (Unaudited)		4
		Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended December 31, 2012 (Unaudited)	4
		Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2013 and 2012 (Unaudited)		5
		Consolidated Statements of Cash Flows for the nine months ended December 31, 2012 and 2011 (Unaudited)	5
		Notes to Unaudited Consolidated Financial Statements		7
		Notes to Unaudited Consolidated Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		30
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.		Controls and Procedures		31
	Item 4.	Controls and Procedures	29
Part II. OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings		31
	Item 1.	Legal Proceedings	30
Item 1A.		Risk Factors		31
	Item 1A.	Risk Factors	30
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.		Defaults upon Senior Securities		31
	Item 3.	Defaults upon Senior Securities	30
Item 4.		Mine Safety Disclosures		31
	Item 4.	Mine Safety Disclosures	31
Item 5.		Other Information		31
	Item 5.	Other Information	31
Item 6.		Exhibits		32
	Item 6.	Exhibits	31
Signatures
Signatures

~~PART~~Part I. ~~FINANCIAL~~ ~~INFORMATION~~Financial Information

Item 1. Financial Statements

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

	December 31, 2012			March 31, 2012
	June 30, 2013			March 31, 2013
	(unaudited)
ASSETS
Cash and cash equivalents
Cash and amounts due from banks	$	~~451~~503,~~967~~847		$	~~569~~506,~~884~~921
Interest-bearing deposits		34,~~979~~150,~~786~~012			6,~~079~~215,~~801~~845
Total cash and cash equivalents		4,~~431~~653,~~753~~859			6,~~649~~722,~~685~~766
Investment securities:
Securities held-to-maturity (fair value $21,545,647 and $17,606,748 at December 31, 2012 and March 31, 2012, respectively)		21,330,375			17,457,498
Securities held-to-maturity (fair value $24,784,858 and $20,285,670 at June 30, 2013 and March 31, 2013, respectively)		25,930,239			20,137,886
Securities available-for-sale (amortized cost of $2,224,688 and $237,096 at December 31, 2012 and March 31, 2012, respectively)		2,220,295			241,826
Securities available-for-sale (amortized cost of $2,209,613 and $2,217,032 at June 30, 2013 and March 31, 2013, respectively)		2,079,362			2,207,018
Total investment securities		2328,~~550~~009,~~670~~601			1722,~~699~~344,~~324~~904
Loans, net of allowance for loan losses of $1,010,265 at December 31, 2012 (unaudited), $1,160,535 at March 31, 2012		90,309,196			99,431,618
Loans, net of allowance for loan losses of $1,023,614 at June 30, 2013 (unaudited), $1,032,818 at March 31, 2013		86,084,478			88,419,084
Accrued interest receivable		~~432~~447,~~557~~360			~~417~~427,~~102~~736
Premises and equipment, net		6,~~926~~786,~~051~~771			76,~~131~~855,~~980~~000
Federal Home Loan Bank, at cost		~~202~~181,~~500~~300			~~219~~202,~~100~~500
Deferred income taxes		1,~~195~~290,~~750~~100			~~991~~1,~~000~~228,400
Bank-owned life insurance		~~153~~159,~~588~~398			~~147~~153,~~508~~588
Prepaid and refundable income taxes	─	500		─	~~160,250~~
Real estate owned		2,~~068~~155,~~351~~566			~~845~~2,~~669~~469,800
Other assets		~~571~~299,~~646~~199			~~615~~590,~~383~~804
Total assets	$	~~129~~130,~~842~~068,~~062~~132		$	~~134~~129,~~308~~414,~~619~~582
LIABILITIES
Deposits
Non-interest bearing deposits	$	56,~~039~~955,~~073~~949		$	46,~~673~~872,~~349~~713
Interest bearing deposits		~~112~~110,~~385~~962,~~601~~425			~~116~~110,~~915~~161,~~542~~401
Total deposits		117,~~424~~918,~~674~~374			~~121~~117,~~588~~034,~~891~~114
Accrued interest payable		27,~~086~~446			159,~~912~~025
Advance payments by borrowers for taxes and insurance		~~344~~373,~~484~~818			~~399~~366,~~920~~604
Other liabilities		~~561~~417,~~813~~207			~~560~~610,~~432~~259
Total liabilities		118,~~333~~716,~~057~~845			~~122~~118,~~565~~020,~~155~~002
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value, 3,000,000 shares authorized; no shares issued	─			─
Common stock, $.01 par value, 7,000,000 shares authorized; 1,634,725 shares issued and outstanding		16,347			16,347
Additional paid-in capital		6,570,852			6,~~590~~570,~~557~~852
Retained earnings, substantially restricted		5,~~443~~366,~~768~~426			5,~~656~~332,~~867~~716
Unearned common stock held by employee stock ownership plan		(448,567	)		(~~480~~448,~~608~~567	)
Accumulated other comprehensive (Loss)		(73153,~~395~~771	)		(3976,~~699~~768	)
Total stockholder’s equity		11,~~509~~351,~~005~~287			11,~~743~~394,~~464~~580
Total liabilities and stockholders’ equity	$	~~129~~130,~~842~~068,~~062~~132		$	~~134~~129,~~308~~414,~~619~~582

See Notes to the Unaudited Consolidated Financial Statements.

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Income

(Unaudited)

Three Months Ended December 31,

Nine months Ended December 31,

Three months Ended June 30,

2012

2011

2012

2011

2013

2012

INTEREST INCOME

Loans

1,~~087~~046,~~196~~426

1,~~291~~193,~~254~~712

~~3,426,890~~

~~4,062,373~~

Investment securities

~~162~~159,~~895~~343

~~143~~149,~~636~~838

~~471,992~~

~~425,483~~

Total interest income

1,~~250~~205,~~091~~769

1,~~434~~343,~~890~~550

~~3,898,882~~

~~4,487,856~~

INTEREST EXPENSE

Interest-bearing checking accounts

810,~~834~~090

149,~~034~~046

~~26,706~~

~~42,943~~

Passbook and money market accounts

4732,~~348~~862

6752,~~593~~568

~~149,781~~

~~210,138~~

Certificates of deposits

~~197~~161,~~938~~577

~~273~~241,~~359~~514

~~662,177~~

~~847,567~~

Federal Home Loan Bank Advances

─

~~199~~

Total interest expense

~~254~~204,~~120~~529

~~355~~303,~~036~~128

~~838,664~~

~~1,100,847~~

Net interest income

~~995~~1,~~971~~001,240

1,~~079~~040,~~854~~422

~~3,060,218~~

~~3,387,009~~

Provision for loan losses

~~295~~90,000

180,~~310,~~000

~~483,000~~

~~1,465,000~~

Net interest income after provision for loan losses

~~700~~911,~~971~~240

~~(230~~960,~~146~~422

)

~~2,577,218~~

~~1,922,009~~

NON-INTEREST INCOME

Income from bank-owned life insurance

─

5,809

─

6,080

~~6,080~~

~~5,805~~

Gain (loss) on sale of real estate owned

(8734,~~133~~096

)

~~19,636~~869

~~(86,264~~

)

~~(36,382~~

)

Service charges

3635,~~889~~035

3530,~~898~~688

~~100,956~~

~~111,396~~

Rental income

4738,~~491~~278

424,~~514~~426

~~125,104~~

~~10,214~~

Other

34,~~841~~241

34,~~464~~931

~~12,604~~

~~10,503~~

Total non-interest income

149,~~088~~267

6366,~~512~~994

~~158,480~~

~~101,536~~

NON-INTEREST EXPENSE

Salaries and employee benefits

~~380~~395,~~129~~144

~~388~~414,~~614~~694

~~1,181,563~~

~~1,183,977~~

Advertising

45,~~481~~912

75,~~077~~876

~~16,806~~

~~19,424~~

Office supplies, telephone and postage

2315,~~657~~696

2122,~~321~~532

~~77,457~~

~~75,657~~

Loan expenses

~~135~~62,~~671~~548

4272,~~282~~075

~~409,620~~

~~85,975~~

Net occupancy expense

~~164~~151,~~834~~107

~~157~~173,~~892~~167

~~498,665~~

~~489,886~~

Federal insurance premiums

54,054

54,100

162,099

228,528

Real estate owned loss reserve

─

25,000

Real estate owned loss reserve

─

25,000

─

Federal insurance premiums

53,447

53,920

Data processing expenses

56,~~436~~122

5453,~~672~~631

~~162,704~~

~~161,190~~

ATM expenses

6,~~947~~917

56,~~763~~408

~~20,512~~

~~16,098~~

Bank charges and fees

17,~~470~~034

1917,~~702~~673

~~52,140~~

~~56,660~~

Insurance and surety bond premiums

1921,~~628~~382

2019,~~091~~536

~~58,405~~

~~61,159~~

Dues and subscriptions

74,~~945~~588

4,~~468~~293

~~17,155~~

~~20,261~~

Professional fees

6669,~~094~~537

3266,~~863~~337

~~190,917~~

~~157,933~~

Real Estate Owned expense

73,333

10,377

160,195

21,992

Real estate owned expense

40,127

15,340

Other

3421,~~516~~436

3532,~~769~~191

~~95,595~~

~~92,706~~

Total non-interest expense

1920,~~045,195~~997

~~854~~982,~~991~~673

~~3,128,833~~

~~2,671,446~~

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

(343,136

)

(1,021,625

)

(393,135

)

(647,901

)

INCOME BEFORE INCOME TAX EXPENSE

39,510

44,743

Income tax (benefit)

(136,905

)

(467,948

)

(180,036

)

(315,576

)

Income taxes expense (benefit)

5,800

(4,796

)

NET LOSS

(206,231

)

(553,677

)

(213,099

)

(332,325

)

NET INCOME

33,710

49,539

LOSS PER COMMON SHARE

(0.13

)

(0.35

)

(0.13

)

(0.21

)

INCOME PER COMMON SHARE

0.02

0.03

See Notes to the Unaudited Consolidated Financial Statements.

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Nine months Ended
	December 31, 2012			December 31, 2011
Net Loss	$	(213,099	)	$	(332,325	)
Other Comprehensive income, net of tax unrealized income arising from available for sale securities during period		(5,474	)		2,744
Postretirement benefit plan adjustment	$	(28,222)			4,489
Comprehensive income, (loss)	$	(246,795)		$	(325,092	)

Three Months Ended

	June 30, 2013			June 30, 2012

Net income	$	33,710		$	49,539

Other comprehensive income, net of tax unrealized income arising from available for sale securities during period		(72,143	)		2,266

Postretirement benefit plan adjustment		(4,860	)		(28,222	)

Comprehensive income (loss)	$	(43,293	)	$	23,583

See Notes to the Unaudited Consolidated Financial Statements

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Common Stock				~~Additional~~						Unearned Employee			Accumulated ~~Other-~~			~~Total~~			~~Comprehensive~~
	Shares		Amount		Additional Paid-in Capital			~~Income~~Retained ~~(loss)~~Earnings			~~Retained~~Stock ~~Earnings~~Ownership Plan			Other-Comprehensive Income (Loss)			Total Stockholders’ Equity			Comprehensive Income (~~loss~~Loss)
Balance at March 31, 2012		1,634,725	$	16,347	$	6,590,557		$	5,656,867		$	(480,608	)	$	(39,699	)	$	11,743,464
Balance at March 31, 2013		1,634,725	$	16,347	$	6,570,852		$	5,332,716		$	( 448,567	)	$	(76,768	)	$	11,394,580
Comprehensive loss
Comprehensive income									33,710									33,710		$	33,710
Net income									~~(213,099~~	)								~~(213,099~~	)		~~(213,099~~	)
Other comprehensive income, net of tax:
Change in unrealized gain on securities available-for-sale, net of deferred income taxes of $_(1,757)															(5,474	)		(5,474	)		(5,474	)
Change in unrealized gain on securities available-for-sale, net of deferred income taxes of ($48,095)															(72,143	)		(72,143	)		(72,143	)
Post retirement benefit plan Adjustment Net of deferred tax of $18,815															(28,222	)		(28,222	)		(28,222	)
Post retirement benefit plan adjustment net of deferred taxes of ($3,239 )															(4,860	)		(4,860	)		(4,860	)
Total comprehensive income																				$	(~~246~~43,~~795~~293	)
3,204.05 shares of common stock transferred
Balance at June 30, 2013		1,634,725	$	16,347	$	6,570,852		$	5,366,426		$	(448,567	)	$	( 153,771	)	$	11,351,287
ESOP for services.						(19,705	)					32,041						12,336
Balance at December 31, 2012		1,634,725	$	16,347	$	6,570,852		$	5,443,768		$	(448,567	)	$	(73,395	)	$	11,509,005		$	(246,795	)

See Notes to the Unaudited Consolidated Financial Statements.

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

	Nine months Ended December 31,
	Three months Ended June 30,
	2012			2011
	2013			2012
Cash flow from operating activities
Net Loss	$	(213,099	)	$	(332,325	)
Net Income	$	33,710		$	49,539
Adjustments to reconcile net income (loss) to net cash provided by (uses in) operating activities:					16,020
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of ESOP		12,336
Deferred income taxes		(18,464	)		(52,582	)
Deferred income taxes		(229,323	)		(116,163	)
Depreciation		68,229			67,709
Depreciation		220,352			249,019
Discount accretion net of premium amortization		4,069			587
Discount accretion net of premium amortization		(724	)		(1,139	)
Provision for loan losses		90,000			80,000
Provision for loan losses		483,000			1,465,000
Income from bank owned life insurance		(5,809	)		(6,080	)
Income from bank owned life insurance		(6,080	)		(5,805	)
Loss (gain) on sale of real estate owned		34,096			(869	)
(Gain)Loss on sale of real estate		86,264			36,382
Changes in operating assets and liabilities
(Increase) decrease in:
Accrued interest receivable		(1519,~~455~~624	)		(1242,~~476~~473	)
Other assets		43291,~~738~~606			~~(218~~86,~~481~~789	)
Prepaid income taxes		~~160,250~~(500	)	─	160,250
Increase (decrease) in:
Accrued interest payable		(131,~~826~~579	)		(113,~~922~~759	)
Other liabilities		1(193,~~381~~053	)		(~~191~~20,~~699~~526	)
Net cash provided by operating activities	$	~~528~~282,~~814~~681		$	~~876~~318,~~411~~585
Cash flows from investing activities
Proceeds of securities available for sale		127,~~408~~418			74,~~974~~740
Purchases of securities available for sale		(2,000,000	)	─
Purchases of securities held-to-maturity		(8,022,500	)		(8,500,000	)
Purchases of securities held-to-maturity		(14,200,000	)		(6,500,000	)
Proceeds from maturities and principal repayments of securities held-to-maturity		2,226,077			4,143,653
Proceeds from maturities and principal repayments of securities held-to-maturity		10,327,846			5,155,297
Purchase of investment required by law – stock in Federal Home Loan Bank		21,200			16,600
Purchase of investment required by law – stock in Federal Home Loan Bank		16,600			(34,400	)
Proceeds from sale of real estate owned		212,444			116,436
Proceeds from sale of real estate owned		741,041			404,957
Net decrease in loans		2,312,299			4,872,671
Net decrease in loans		6,589,435			2,674,456
Purchases of premises and equipment	─				(13,895	)
Purchases of premises and equipment		(14,423	)		(54,600	)
Net cash provided by(used in) investing activities	$	(3,243,062	)	$	640,205
Net cash provided by investing activities		1,472,907			1,653,684
Cash flows from financing activities
Net increase (decrease) in deposits		(4,164,217	)		357,125
Net increase in deposits		884,260			8,970
Net (decrease) in advance payments by borrowers for taxes and insurance		(55,436	)		(83,832	)
Net (increase) decrease in advance payments by borrowers for taxes and insurance		7,214			(12,804	)
Decrease in Federal home Loan Bank Advances	─				(100,000	)
Increase in Federal home Loan Bank Advances	─			─
Net cash provided by (used in) financing activities	$	( 4,219,653	)	$	173,293
Net cash provided by (used) in financing activities	$	891,474		$	(3,834	)

(continued)

	Nine months Ended December 31,
	Three months Ended June 30,
	2012			2011
	2013			2012
Net increase (decrease) in cash and cash equivalents	$	(2,217,932	)	$	2,703,388
Net (increase) decrease in cash and cash equivalents	$	(2,068,907	)	$	954,956
Cash and cash equivalents, beginning of the period		6,~~649~~722,~~685~~766			56,~~662~~649,~~629~~685
Cash and cash equivalents, end of period	$	4,~~431~~653,~~753~~859		$	87,~~366~~604,~~017~~641
Supplemental Disclosures:
Cash paid during the period for interest	$	~~852~~206,~~489~~108		$	1307,~~134,042~~209
Cash paid during the period for income taxes	$	1,500		$	~~162,750~~500
Loans transferred to foreclosed real estate during the period	$	~~1,837,287~~─		$	~~571~~176,~~737~~113
Total increase in unrealized gain on securities available-for-sale		(5,474	)	$	7,233
Net change in unrealized gain on securities available-for-sale net of tax	$	(72,143	)	$	2,266

See Notes to the Unaudited Consolidated Financial Statements.

DELANCO BANCORP, INC. AND SUBSIDIARY

Notes to the Unaudited Consolidated Financial Statements

~~December~~June 3130, ~~2012~~2013

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). However, all adjustments that are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. Such adjustments were of a normal recurring nature. The results of operations for the ~~nine~~three month period ended ~~December~~June 3130, ~~2012~~2013 are not necessarily indicative of the results that may be expected for the entire year or any other interim period. For additional information, refer to the consolidated financial statements and footnotes thereto of Delanco Bancorp, Inc. (the “Company”) included in the Company’s annual report on Form 10-K for the year ended March 31, ~~2012~~2013.

(2) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires ~~Management~~management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for losses on loans and the evaluation of deferred taxes.

(3) Deferred Income Taxes

We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change.

The calculation of deferred taxes for GAAP capital differs from the calculation of deferred taxes for regulatory capital. For regulatory capital, deferred tax assets that are dependent upon future taxable income for realization are limited to the lesser of either the amount of deferred tax assets that the institution expects to realize within one year of the calendar quarter-end date, or 10% of Delanco Federal Savings Bank’s (the “Bank”) Tier I capital. As a result of this variance, our Tier I regulatory capital ratio is lower than our GAAP capital ratio by 61 77 basis points.

(4) Income Taxes

The Bank accounts for uncertainties in income taxes in accordance with Financial ASC Topic 740 “Accounting for Uncertainty in Income Taxes”. ASC Topic 740 prescribes a threshold and measurement process for recognizing in the financial statements a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Bank has determined that there are no significant uncertain tax positions requiring recognition in its financial statements.

~~Federal~~Tax ~~tax~~ years 2009 through ~~2011~~2012 remain subject to examination asby ofFederal ~~December~~and ~~31,~~New ~~2012,~~Jersey ~~while tax years 2008 through 2011 remain subject to examination by state~~ taxing ~~jurisdictions~~authorities. In the event the Bank is assessed for interest and/or penalties by taxing authorities, such assessed amounts will be classified in the financial statements as income tax expense.

(5) Earnings Per Share

Basic earnings per share (“EPS”) are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The difference between the common shares issued and the common shares outstanding for the purposes of calculating basic EPS is a result of the unallocated ESOP shares.

The calculated basic and dilutive EPS are as follows:

	Three Months Ended December 31,						Nine months Ended December 31,
	Three Months Ended June 30,
	2012			2011			2012			2011
	2013			2012
Numerator	$	~~(206~~33,~~231~~710	)	$	~~(553~~49,~~677~~539	)	$	~~(213,099~~	)	$	~~(332,325~~	)
Denominators:
Basic shares outstanding		1,589,868			1,~~583~~586,~~460~~664			~~1,589,868~~			~~1,583,460~~
Effect of dilutive securities				─						─
Dilutive shares outstanding		1,589,868			1,~~583~~586,~~460~~664			~~1,589,868~~			~~1,583,460~~
Earnings per share:
Basic	$	(0.1302	)	$	(0.3503	)	$	~~(0.13~~	)	$	~~(0.21~~	)
Dilutive	$	(0.1302	)	$	(0.3503	)	$	~~(0.13~~	)	$	~~(0.21~~	)

(6) Regulatory Agreement

The Agreement requires the Bank to take the following actions:

● prepare a three-year strategic plan that establishes objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, liability structure, reduction in the volume of nonperforming assets, and product line development;

● prepare a capital plan that includes specific proposals related to the maintenance of adequate capital, identifies strategies to strengthen capital if necessary and includes detailed quarterly financial projections. If the OCC determines that the Bank has failed to submit an acceptable capital plan or fails to implement or adhere to its capital plan, then the OCC may require the Bank to develop a contingency capital plan detailing the Bank’s proposal to sell, merge or liquidate the Bank;

●

prepare a criticized asset plan that will include strategies, targets and timeframes to reduce the Bank’s level of criticized assets;

~~prepare~~● implement a ~~criticized asset~~ plan ~~that will include strategies, targets and timeframes~~ to ~~reduce~~improve the Bank’s ~~level~~credit ofrisk ~~criticized~~management ~~assets~~and credit administration practices;

● implement aprograms ~~plan~~and topolicies ~~improve~~related to the Bank’s ~~credit~~allowance for loan and lease losses, liquidity risk management, independent loan review and ~~credit~~other ~~administration~~real ~~practices~~estate owned;

~~implement~~● ~~programs~~review ~~and~~the ~~policies~~capabilities ~~related~~of to the Bank’s ~~allowance~~management ~~for~~to ~~loan~~perform present and ~~lease~~anticipated ~~losses,~~duties ~~liquidity~~and ~~risk~~to ~~management,~~recommend ~~independent~~and ~~loan~~implement ~~review~~any ~~and~~changes ~~other~~based ~~real~~on ~~estate~~such ~~owned~~assessment;

~~review~~● ~~the~~not ~~capabilities~~pay ofany ~~the~~dividends ~~Bank’s~~or ~~management~~make toany ~~perform~~other ~~present~~capital ~~and~~distributions ~~anticipated~~without ~~duties~~the ~~and~~prior towritten ~~recommend~~approval ~~and~~of ~~implement~~the ~~any changes based on such assessment~~OCC;

● not ~~pay~~make any ~~dividends~~severance or ~~make~~indemnification ~~any~~payments ~~other capital distributions~~ without ~~the~~complying ~~prior~~with ~~written~~regulatory ~~approval~~requirements ofregarding ~~the~~such ~~OCC~~payments; and

~~not~~● ~~make~~comply ~~any~~with ~~severance~~prior orregulatory ~~indemnification~~notification ~~payments~~requirements ~~without~~for ~~complying~~any ~~with~~changes ~~regulatory~~in ~~requirements~~directors ~~regarding~~or ~~such~~senior ~~payments;~~executive ~~and~~officers.

comply with prior regulatory notification requirements for any changes in directors or senior executive officers.

The Agreement will remain in effect until terminated, modified, or suspended in writing by the OCC.

The Agreement does not require the Bank to maintain any specific minimum regulatory capital ratios. However, in connection with its most recent examination, the OCC established higher individual minimum capital ratios for the Bank. Specifically, the Bank must maintain a Tier 1 capital to adjusted total assets ratio of at least 8%, a Tier 1 capital to risk-weighted assets ratio of at least 12% and a total capital to risk-weighted assets ratio of at least 13%. The Bank's ratios of Tier 1 capital to adjusted total assets, Tier 1 capital to risk-weighted assets and total capital to risk-weighted assets at ~~December~~June 3130, ~~2012~~2013 were 8.0100%, 1314.5508% and 1415.8033%, respectively.

The Bank continues to work with its borrowers where possible and is pursuing legal action where the ability to work with the borrower does not exist. As of ~~December~~June 3130, ~~2012~~2013, the Bank has entered into formal forbearance agreements with four relationships totaling $~~852~~850 thousand that require current payments while the borrowers restructure their finances.

(7) Recent Accounting Pronouncements

Below is a discussion of recent accounting pronouncements.

In ~~December~~February ~~2011~~2013, the FASB issued ASU ~~2011~~2013-1202, Comprehensive Income, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220): The amendments in this update ~~supersede~~aim ~~certain~~to ~~pending~~improve ~~paragraphs~~the inreporting ~~ASU~~of ~~No.~~reclassifications ~~2011-05,~~out ~~Comprehensive~~of ~~Income~~accumulated ~~(Topic~~other ~~220):~~comprehensive ~~Presentation~~income. ofThe ~~Comprehensive~~amendments ~~Income,~~in tothis ~~effectively~~update ~~defer~~seek ~~only~~to ~~those~~attain ~~changes~~that inobjective ~~ASU~~by ~~2011-05~~requiring ~~that~~an ~~relate~~entity to report the ~~presentation~~effect of ~~reclassification~~significant ~~adjustments~~reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U. ~~The~~S. ~~amendments~~GAAP ~~will~~to be ~~temporary~~reclassified in its entirety to ~~allow~~net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the ~~Board~~same ~~time~~reporting period, an entity is required to ~~deliberate~~cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the ~~presentation~~case ~~requirements~~when ~~for~~a ~~reclassifications~~portion of the amount reclassified out of accumulated other comprehensive income ~~for~~is ~~annual~~reclassified ~~and~~to ~~interim~~a ~~financial~~balance ~~statements~~sheet ~~for~~account ~~public,~~instead ~~private~~of ~~and~~directly ~~nonprofit~~to ~~entities. The~~income ~~amendments~~or expense in ~~this~~the ~~update~~same ~~are~~reporting ~~effective~~period. ~~for~~For public entities ~~for fiscal years~~, ~~and~~the ~~interim~~amendments ~~annual~~are ~~periods~~effective ~~within~~prospectively ~~those~~for ~~years,~~reporting periods beginning after December 15, ~~2011,~~2012. ~~consistent~~The ~~with~~adoption ~~ASU~~of ~~2011-05. The~~this ~~Company~~pronouncement ~~adopted~~did ~~the~~not ~~provisions~~have ofa ~~this~~material ~~guidance~~impact inon ~~its~~the ~~first~~Company’s ~~fiscal~~financial ~~quarter~~condition ~~ending~~or ~~June~~results ~~30,~~of ~~2012~~operations.

In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): The amendments in this update supersede certain pending paragraphs in ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to deliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private and nonprofit entities. The amendments in this update are effective for public entities for fiscal years, and interim annual periods within those years, beginning after December 15, 2011, consistent with ASU 2011-05. The adoption of this pronouncement did not have a material impact on the Company’s financial condition or results of operations.

In December 2011, the FASB issued ASU 2011-11, Balance Sheet, Disclosure about Offsetting Assets and Liabilities (Topic 210): The objective of this update is to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhancement disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they offset in accordance with either Section 210-20-45 or Sections 815-10-45. These amendments are effective for annual periods beginning on or after January 3, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company does not anticipate any material impact to the consolidated financial statements related to this guidance.

In December 2011, the FASB issued ASU 2011-10, Property, Plant and Equipment (Topic 360): The objective of this ~~updateis~~update is to resolve the diversity in practice about whether the guidance in the Subtopic 360-20, Property, Plant and Equipment – Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10 Consolidation – Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt. This update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company does not anticipate any material impact to the consolidated financial statements related to this guidance.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Accounting Standards Codification (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholder’s equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The ~~Company~~adoption ~~adopted~~of ~~the~~this ~~provisions~~pronouncement ofdid ~~this~~not ~~guidance~~have ina ~~its~~material ~~first~~impact ~~fiscal~~on ~~quarter~~the ~~ending~~Company’s ~~June~~financial ~~30,~~condition ~~2012~~or results of operations.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to achieve Common Fair Value Measurement (Topic 820) and Disclosure Requirement in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the “Boards”) on fair value measurement. The collective efforts of the Boards and their staff, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurement, including a consistent meaning of the term “fair value”. The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments in this update apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. The ~~Company~~adoption ~~does~~of this pronouncement did not ~~anticipate~~have ~~any~~a material impact toon the ~~consolidated~~Company’s financial ~~statements~~condition ~~related~~on toresults ~~this~~of ~~guidance~~operations.

In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. The ASU is intended to improve financial reporting of repurchase agreements (“repos”) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The amendments to the Codification in this ASU are intended to improve the accounting for these transactions by removing from the assessment of effective control the criterion requiring the transferor to have the ability to purchase or redeem the financial assets. The amendments in this update apply to all entities, both public and nonpublic. This ASU is effective for the first interim or annual periods beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modification of existing transactions that occur on or after the effective date. Early adoption is not permitted. The ~~Company~~adoption ~~does~~of this pronouncement did not ~~anticipate~~have ~~any~~a material impact toon the ~~consolidated~~Company’s financial ~~statements~~condition ~~related~~on toresults ~~this~~of ~~guidance~~operations.

(8) Fair Value of Financial Instruments

ASC Topic 820-10 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosure requirements for fair value measurements. ASC Topic 820 does not require any new fair value measurements. The adoption of ASC Topic 820-10 did not have a material impact on the consolidated financial statements.

ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:

	Level 1	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
	Level 2	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.
	Level 3	Level 3 inputs are unobservable inputs.

●

Level 1

Level 1 input are unadjusted quoted prices in active markets for identical assets or liabilities.

●

Level 2

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

●

Level 3

Level 3 inputs are unobservable inputs.

Assets and liabilities measured at fair value on a recurring basis are summarized below (dollars in thousands):

Fair Value Measurements at Reporting Date Using

~~Fair Value Measurements at Reporting Date Using~~

Quoted Prices in Active Markets for Identical Assets (Level 1)

~~Quoted Prices in Active Markets for Identical Assets (Level 1)~~

Significant Other Observable Inputs (Level 2)

Significant Other ~~Observable~~Unobservable Inputs (Level 23)

~~Significant Other Unobservable Inputs (Level 3)~~

December 31, 2012

June 30, 2013

Available-for-sale securities

$─

~~2,220~~$

2,079

$─

−

March 31, 2012

March 31, 2013

Available-for-sale securities

$─

~~242~~$

2,207

$─

−

Assets and Liabilities on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis at ~~December~~June 3130, ~~2012~~2013 and March 31, ~~2012~~2013 are as follows (dollars in thousands):

	Fair Value Measurements at Reporting Date Using	~~Fair Value Measurements at Reporting Date Using~~
	Quoted Prices in Active Markets for Identical Assets (Level 1)	~~Quoted~~Significant ~~Prices~~Other inObservable ~~Active~~Inputs ~~Markets for Identical Assets~~ (Level 12)	Significant Other Unobservable Inputs (Level 3)	~~Significant Other Observable Inputs (Level 2)~~		~~Significant Other Unobservable Inputs (Level 3)~~
December 31, 2012
June 30, 2013
Impaired loans	$─	$─	$	75,~~169~~797	$	─
Real estate owned	$─	─		2,~~068~~156	$	─
Total	$─	$─	$	97,~~237~~953	$	─
March 31, 2012
March 31, 2013
Impaired loans	$─	$─	$	76,~~389~~346	$	─
Real estate owned	$─	─		~~846~~2,470	$	─
Total	$─	$─	$	8,~~235~~816	$	─

The fair value of impaired loans and real estate owned ~~with specific allocations of the allowance for loan losses~~ is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.

Off-balance sheet instruments

Off-balance sheet instruments are primarily comprised of loan commitments and unfunded lines of credit which are generally priced at market rate at the time of funding. Therefore, these instruments have nominal value prior to funding.

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

As required by ASC Topic 825-10-65, the estimated fair value of financial instruments at ~~December~~June 3130, ~~2012~~2013 and March 31, ~~2012~~2013 was as follows:

December 31, 2012

March 31, 2012

June 30, 2013

Carrying Amount

~~Fair~~Level ~~Value~~1

~~Carrying~~Level ~~Amount~~2

~~Fair~~Level ~~Value~~3

(Dollars in Thousands)

Financial Assets:

Cash and cash equivalents

4,~~431,753~~654

~~6,649,685~~─

Investment securities

2328,~~555,063~~140

~~23,765,942~~─

1726,~~694,594~~865

─

~~17,848,574~~

Loans – net

9086,~~309,196~~084

~~93,361,000~~─

~~99,431,618~~─

~~103~~87,~~700,000~~469

FHLB stock

~~202,500~~181

~~219,100~~─

Accrued interest receivable

~~432,557~~447

~~417,102~~─

Real estate owned

2,068,351

845,669

Bank–owned life insurance

159

─

Total financial assets

120,999,420

124,262,103

125,257,768

129,680,130

Real estate owned

2,156

─

2,156

Total financial assets

121,821

5,441

26,865

89,625

Financial Liabilities:

Deposits

117,~~424,674~~918

~~118~~6,~~700,000~~956

~~121~~111,~~588,891~~947

~~122,204,000~~─

Advance payments by borrowers for taxes and insurance

~~344,484~~374

~~399,920~~─

Accrued interest payable

~~2,086~~7

~~15,912~~─

Total financial liabilities

~~117~~118,~~771,244~~299

~~119~~7,~~046,570~~337

~~122~~111,~~004,723~~947

~~122,619,832~~─

	December 31, 2012				March 31, 2012
	March 31, 2013
	Contract Value		Estimated Fair Value		Contract Value		Estimated Fair Value
	Carrying Amount		Level 1		Level 2		Level 3
Off-balance sheet instruments
(Dollars in Thousands)
Commitments to extend credit	$	7,082,066	$	7,082,066	$	5,337,000	$	5,337,000
Financial Assets:
Cash and cash equivalents	$	6,723	$	6,723	$	─	$	─
Investment securities		22,355		─		22,493		─
Loans – net		88,419		─		─		91,300
FHLB stock		203		203		─		─
Accrued interest receivable		428		428		─		─
Bank–owned life insurance		154		154		─		─
Real estate owned		2,470		─		─		2,470
Total financial assets	$	120,752	$	7,508	$	22,493	$	93,770
Financial Liabilities:
Deposits	$	117,034	$	6,873	$	111,233	$	─
Advance payments by borrowers for taxes and insurance		367		367		─		─
Accrued interest payable		9		9		─		─
Total financial liabilities	$	117,410	$	7,249	$	111,233	$	─

June 30, 2013

March 31, 2013

Contract

Value

Estimated Fair Value

Contract Value

Estimated Fair Value

Off-balance sheet instruments

Commitments to extend credit

6,128

─

5,893

─

(9)

Loans

The Bank monitors and assesses the credit risk of its loan portfolio using the classes set forth below. These classes also represent the segments by which the Bank monitors the performance of its loan portfolio and estimates its allowance for loan losses.

Residential real estate loans consist of loans secured by one to four family residences located in the Bank’s market area. The Bank has originated one to four family residential mortgage loans in amounts up to 80% of the lesser of the appraised value or selling price of the mortgaged property without requiring mortgage insurance. A mortgage loan originated by the Bank, for owner occupied property, whether fixed rate or adjustable rate, can have a term of up to 30 years. Non-owner occupied property, whether fixed rate or adjustable rate, can have a term of up to 30 years. Adjustable rate loan terms limit the periodic interest rate adjustment and the minimum and maximum rates that may be charged over the term of the loan based on the type of loan.

Commercial real estate loans are generally originated in amounts up to the lower of 80% of the appraised value or cost of the property and are secured by improved property such as multi-family dwelling units, office buildings, retail stores, warehouses, church buildings and other non-residential buildings, most of which are located in the Bank’s market area. Commercial real estate loans are generally made with fixed interest rates which mature or re-price in 5 to 7 years with principal amortization of up to 25 years.

13Commercial loans include short and long-term business loans and commercial lines of credit for the purposes of providing working capital, supporting accounts receivable, purchasing inventory and acquiring fixed assets. The loans generally are secured by these types of assets as collateral and/or by personal guarantees provided by principals of the borrowers.

Commercial loans include short and long-term business loans and commercial lines of credit for the purposes of providing working capital, supporting accounts receivable, purchasing inventory and acquiring fixed assets. The loans generally are secured by these types of assets as collateral and /or by personal guarantees provided by principals of the borrowers.

Construction loans will be made only if there is a permanent mortgage commitment in place. Interest rates on commercial construction loans are typically in line with normal commercial mortgage loan rates, while interest rates on residential construction loans are slightly higher than normal residential mortgage loan rates. These loans usually are adjustable rate loans and generally have terms of up to one year.

Consumer loans include installment loans and home equity loans, secured by first or second mortgages on homes owned or being purchased by the loan applicant. Home equity term loans and credit lines are credit accommodations secured by either a first or second mortgage on the borrower’s residential property. Interest rates charged on home equity term loans are generally fixed; interest on credit lines is usually a floating rate related to the prime rate. The Bank generally requires a loan to value ratio of less than or equal to 80% of the appraised value, including any outstanding prior mortgage balance.

~~Loans at December 31, 2012 and March 31, 2012 are summarized as follows (dollars in thousands):~~14

	December 31,			March 31,
	2012			2012
Residential (one-to four-family) real estate		66,555		$	70,192
Multi-family and commercial real estate		12,854			17,130
Commercial		1,265			1,480
Home equity		8,957			9,986
Consumer		904			1,047
Construction		896			839
Total loans		91,431			100,674
Net deferred loan origination fees		(112	)		(82	)
Allowance for loan losses		(1,010	)		(1,160	)
Loans, net		90,309		$	99,432

Loans at June 30, 2013 and March 31, 2013 are summarized as follows (dollars in thousands):

The Bank is subject to a loans-to-one-borrower limitation of 15% of capital funds. At December 31, 2012, the loans-to-one-borrower limitation was $1.7 million; this excluded an additional 10% of adjusted capital funds or approximately $1.1 million, which may be loaned if collateralized by readily marketable securities. At December 31, 2012, there were no loans outstanding or committed to any one borrower, which individually or in the aggregate exceeded the Bank’s loans to-one-borrower limitations of 15% of capital funds.

	June 30, 2013			March 31, 2013

Residential (one-to four-family) real estate		65,278			66,598
Multi-family and commercial real estate		11,512			12,402
Commercial		1,120			1,166
Home equity		8,338			8,361
Consumer		922			960
Construction		50			83
Total loans		87,220			89,570
Net deferred loan origination fees		(113	)		(118	)
Allowance for loan losses		(1,023	)		(1,033	)
Loans, net		86,084			88,419

The Bank is subject to a loans-to-one-borrower limitation of 15% of capital funds. At June 30, 2013, the loans-to-one-borrower limitation was $1.7 million; this excluded an additional 10% of adjusted capital funds or approximately $1.1 million, which may be loaned if collateralized by readily marketable securities. At June 30, 2013, there were no loans outstanding or committed to any one borrower, which individually or in the aggregate exceeded the Bank’s loans to-one-borrower limitations of 15% of capital funds.

A summary of the Bank’s credit quality indicators is as follows:

Pass – A credit which is assigned a rating of Pass shall exhibit some or all of the following characteristics:

Loans that present an acceptable degree of risk associated with the financing being considered as measured against earnings and balance sheet trends, industry averages, etc. Actual and projected indicators and market conditions provide satisfactory evidence that the credit will perform as agreed.

Loans to borrowers that display acceptable financial conditions and operating results. Debt service capacity is demonstrated and future prospects are considered good.

Loans to borrowers where a comfort level is achieved by the strength of the cash flows from the business or project and the strength and quantity of the collateral or security position (i.e.; receivables, inventory and other readily marketable securities) as supported by a current valuation and/or the strong capabilities of a guarantor.

Special Mention – Loans on which the credit risk requires more than ordinary attention by the Loan Officer. This may be the result of some erosion in the borrower’s financial condition, the economics of the industry, the capability of management, or changes in the original transaction. Loans which are currently sound yet exhibit potentially unacceptable credit risk or deteriorating long term prospects, will receive this classification. Loans which deviate from loan policy or regulations will not generally be classified in this category, but will be separately reported as an area of concern.

Classified – Classified loans include those considered by the Bank to be substandard, doubtful or loss.

An asset is considered “substandard” if it involves more than an acceptable level of risk due to a deteriorating financial condition, unfavorable history of the borrower, inadequate payment capacity, insufficient security or other negative factors within the industry, market or management. Substandard loans have clearly defined weaknesses which can jeopardize the timely payment of the loan.

Assets classified as “doubtful” exhibit all of the weaknesses defined under the substandard category but with enough risk to present a high probability of some principal loss on the loan, although not yet fully ascertainable in amount.

Assets classified as “loss” are those considered uncollectible or of little value, even though a collection effort may continue after the classification and potential charge-off.

Non-Performing Loans

Non-performing loans consist of non-accrual loans (loans on which the accrual of interest has ceased), loans over ninety days delinquent and still accruing interest, renegotiated loans and impaired loans. Loans are generally placed on non-accrual status if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more, unless the collateral is considered sufficient to cover principal and interest and the loan is in the process of collection.

15The following table represents loans by credit quality indicator at June 30, 2013 (dollars in thousands):

The following table represents loans by credit quality indicator at December 31, 2012 (dollars in thousands):

	Pass		Special Mention Loans		Classified Loans		Non- Performing Loans		Total
Residential real estate	$	62,635	$	304	$	145	$	2,194	$	65,278
Multi-family and commercial real estate		7,558		172		464		3,318		11,512
Commercial		649		251		34		186		1,120
Home equity		8,289		─		─		49		8,338
Consumer		922		─		─		─		922
Construction		─		─		─		50		50
	$	80,053	$	727	$	643	$	5,797	$	87,220

	Pass		Special Mention Loans		Classified Loans		Non- Performing Loans		Total
Residential real estate		63,564		481		200		2,310		66,555
Multi-family and commercial real estate		8,612		347		1,263		2,632		12,854
Commercial		670		256		34		305		1,265
Home equity		8,672	─		─			285		8,957
Consumer		904	─		─		─			904
Construction		844		52	─		─			896
		83,266		1,136		1,497		5,532		91,431

The following table represents past-due loans as of June 30, 2013 (dollars in thousands):

The following table represents past-due loans as of December 31, 2012 (dollars in thousands):

	30-59 Days Past Due			60- 89 Days Past Due			Greater than 90 Days Past Due			Total Past Due			Current			Total Loan Balances
Residential real estate	$	1,223		$	800		$	1,443		$	3,466		$	61,812		$	65,278
Multi-family and commercial real estate		525			609			2,183			3,317			8,195			11,512
Commercial		─			─			186			186			934			1,120
Home Equity		128			─			49			177			8,161			8,338
Consumer		17			6			─			23			899			922
Construction		─			─			─			─			50			50

Total Loans	$	1,893		$	1,415		$	3,861		$	7,169		$	80,051		$	87,220

Percentage of Total Loans		2.17	%		1.62	%		4.43	%		8.22	%		91.78	%		100.00	%

	30-89 Days Past Due and Still Accruing			90 Days or More Past Due and Still Accruing	Total Past Due and Still Accruing			Accruing Current Balances			Non- Accrual Balances			Total Loan Balances
Residential real estate		2,256		─		2,256			61,989			2,310			66,555
Multi-family and commercial real estate		440		─		440			9,782			2,632			12,854
Commercial		57		─		57			903			305			1,265
Home Equity		324		─		324			8,348			285			8,957
Consumer		20		─		20			884		─				904
Construction	─			─	─				896		─				896
Total Loans		3,097		─		3,097			82,802			5,532			91,431
Percentage of Total Loans		3.39	%	0.0%		3.39	%		90.56	%		6.05	%		100.0	%

Impaired loans are measured based on the present value of expected future discounted cash flows, the fair value of the loan or the fair value of the underlying collateral if the loan is collateral dependent. The recognition of interest income on impaired loans is the same for non-accrual loans discussed above. At December 31, 2012, the Bank had 29 loan relationships totaling $5.5 million in non-accrual loans as compared to 25 relationships totaling $7.2 million at March 31, 2012. The average balance of impaired loans totaled $7.7 million for the nine months ended December 31, 2012 as compared to $8.5 million for the year ended March 31, 2012, and interest income recorded on impaired loans for the nine months ended December 31, 2012 totaled $144,667 as compared to $152,910 for the year ended March 31, 2012.

Impaired loans are measured based on the present value of expected future discounted cash flows, the fair value of the loan or the fair value of the underlying collateral if the loan is collateral dependent. The ~~following~~recognition ~~table~~of ~~represents~~interest ~~data~~income on impaired loans is the same for non-accrual loans discussed above. At June 30, 2013, the Bank had 21 loan relationships totaling $3.9 million in non-accrual loans as compared to 25 relationships totaling $4.4 million at ~~December~~March 31, ~~2012~~2013. ~~and~~The average balance of impaired loans totaled $6.0 million for the three months ended June 30, 2013 as compared to $7.2 million for the year ended March 31, ~~2012~~2013, ~~(dollars~~and ininterest ~~thousands):~~income recorded on impaired loans for the three months ended June 30, 2013 totaled $42 thousand as compared to $168 thousand for the year ended March 31, 2013.

		December 31, 2012		March 31, 2012
Impaired loans for which a valuation allowance has been provided	$	─	$	─
Impaired loans for which no valuation allowance has been provided		7,169		8,631
Total loans determined to be impaired		7,169		8,631
Allowance for loans losses related to impaired loans		─		─
Average recorded investment in impaired loans	$	7,685	$	8,546
Cash basis interest income recognized on impaired Loans	$	145	$	153

The following table represents data on impaired loans at June 30, 2013 and March 31, 2013 (dollars in thousands):

At March 31, 2012 the Bank no longer maintained specific valuation allowances against impaired loans as noted above. In conjunction with the Bank’s change in regulators from the Office of Thrift Supervision to the Office of the Comptroller of the Currency, the specific valuation allowances have been net against the loan balances and are carried at fair market valuation. Going forward any valuation adjustments will be charged against the loan balance at the time of valuation.

	June 30, 2013		March 31, 2013
Impaired loans for which a valuation allowance has been provided	$	─	$	─
Impaired loans for which no valuation allowance has been provided		5,797		6,346
Total loans determined to be impaired	$	5,797	$	6,346
Allowance for loans losses related to impaired loans	$	─	$	─
Average recorded investment in impaired loans	$	6,087	$	7,245
Cash basis interest income recognized on impaired Loans	$	42	$	168

The following table presents impaired loans by portfolio class at ~~December~~June 3130, ~~2012~~2013 (dollars in thousands):

Recorded Investment

~~Recorded Investment~~

Unpaid Principal Balance

~~Unpaid Principal Balance~~

Related Valuation Allowance

~~Average Recorded Investment~~

Average Recorded Investment

~~Interest Income Recognized While On Impaired Status~~

Interest Income Recognized While On Impaired Statues

Impaired loans with no valuation allowance:

Residential real estate

2,~~963~~233

2,~~925~~194

─$

─

~~3,015~~

2,372

74$

Multi-family and commercial real estate

3,~~719~~317

3,~~719~~318

─

~~4,363~~

3,319

Commercial

~~188~~186

─

~~151~~

219

─

Home equity

~~285~~49

─

127

─

Consumer

─

Construction

5250

─

Subtotal

75,~~207~~835

75,~~169~~797

─$

─

~~7,685~~

6,087

~~145~~$

The following table presents impaired loans by portfolio class at March 31, ~~2012~~2013) (dollars in thousands):

Recorded Investment

~~Recorded Investment~~

Unpaid Principal Balance

~~Unpaid Principal Balance~~

Related Valuation Allowance

~~Average Recorded Investment~~

Average Recorded Investment

~~Interest Income Recognized While On Impaired Statues~~

Interest Income Recognized While On Impaired Statues

Impaired loans with no valuation allowance:

Residential real estate

32,~~357~~255

32,~~344~~223

─$

─

~~3,443~~

2,774

Multi-family and commercial real estate

53,~~287~~550

─

~~4,853~~

4,106

Commercial

─235

─

172

─

Home equity

─287

─

~~111~~

138

─

Consumer

─

~~120~~

─

Construction

─51

─

Subtotal

86,~~644~~378

86,~~631~~346

─$

─

~~8,546~~

7,245

~~153~~

168

		December 31, 2012			March 31, 2012
Non-accrual loans:
Residential real estate	$	2,310		$	2,989
Multi-family and commercial real estate		2,632			4,255
Commercial		305			─
Consumer		─			─
Home Equity		285			─
Construction		─			─
Total non-accrual loans		5,532			7,244
Impaired loans		1,637			1,387
Total non-performing loans		7,169			8,631
Real estate owned		2,068			846
Total non-performing assets	$	9,237		$	9,476
Non-performing loans as a percentage of loans		7.84	%		8.57	%
Non-performing assets as a percentage of loans and real estate owned		9.88	%		9.34	%
Non-performing assets as percentage of total assets		7.11	%		7.06	%

~~During~~The ~~the~~following ~~nine~~table ~~months~~represents ~~ended~~nonaccrual ~~December 31, 2012, the Bank experienced a $1.7 million net decrease in non-accrual~~ loans~~. This~~ ~~change~~as ~~reflects the downgrading~~ of ~~thirteen~~June ~~loan relationships to non-accrual status totaling $1.7 million during the nine months ended December 31~~30, ~~2012. The~~2013 ~~downgraded loans consisted of twelve relationships representing residential mortgages totaling $1.5 million, two commercial real estate loans of $161 thousand,~~ and ~~one~~March ~~commercial relationship totaling $49 thousand. These loans were offset by one residential mortgage for $443 thousand that is no longer on non-accrual~~31, ~~the~~2013 ~~transfer~~(dollars ofin six residential mortgages for $1.1 million and three commercial mortgages totaling $1.4 million to real estate owned and one commercial real estate loan that was partially repaid by $423 thousand and partially written down by $47 thousand and a commercial loan that was partially written down by $13 thousand.thousands):

The following table sets forth with respect to the Bank’s allowance for losses on loans (dollars in thousands):

	June 30, 2013			March 31, 2013
Non-accrual loans:
Residential real estate	$	894		$	992
Multi-family and commercial real estate		1,187			1,302
Commercial		186			235
Consumer	─			─
Home Equity		49			287
Construction	─			─
Total non-accrual loans	$	2,316		$	2,816

Troubled Debt Restructurings:
In non-accrual status:
Residential real estate	$	549		$	550
Multi-family and commercial real estate		996			1,001
Commercial	─			─
Consumer	─			─
Home Equity	─			─
Construction	─			─
Total troubled debt restructurings in non-accrual status	$	1,545		$	1,551
Performing under modified terms:
Residential real estate		751			788
Multi-family and commercial real estate		1,135			1,139
Commercial	─			─
Consumer	─			─
Home Equity	─			─
Construction		50			51
Total troubled debt restructurings performing under modified terms:		1,936			1,978
Total troubled debt restructurings		3,481			3,529
Total non-performing loans		5,797			6,345
Real estate owned		2,156			2,470
Total non-performing assets	$	7,953		$	8,815

Non-performing loans as a percentage of loans		6.65	%		7.08	%
Non-performing assets as a percentage of loans and real estate owned		8.91	%		9.58	%
Non-performing assets as percentage of total assets		6.11	%		6.81	%

	December 31, 2012			March 31, 2012
Balance at beginning of period	$	1,161		$	1,286
Provision:
Commercial		7			(4	)
Commercial real estate		481			643
Residential real estate		(36	)		581
Consumer		31			382
Total Provision		483			1,602
Charge-Offs:
Commercial		567			816
Residential real estate		27			536
Consumer		66			401
Recoveries		(26	)		(26	)
Total Net Charge-Offs		634			1,727
Balance at end of period	$	1,010		$	1,161
Period-end loans outstanding	$	91,431		$	100,674
Average loans outstanding	$	95,171		$	102,606
Allowance as a percentage of period-end loans		1.10	%		1.15	%
Net charge-offs as a percentage of average loans		0.67	%		1.68	%

During the three months ended June 30, 2013, the Bank experienced a $506 thousand net decrease in non-accrual loans. This change reflects the downgrading of two loan relationships to non-accrual status totaling $85 thousand during the three months ended June 30, 2013. The downgraded loans consisted of one residential mortgage totaling $77 thousand and one home equity loan totaling $8 thousand. These additions to the non-accruals were offset by one residential mortgage for $140 thousand and one home equity loan in the amount of $463 that were paid in full, two home equity loans totaling $245 thousand that returned to accruing status, a residential mortgage loan totaling $145 thousand that was paid through a short sale, two commercial real estate loans that were partially charged off by $10 thousand due to valuation updates and one commercial loan totaling $49 thousand that was charged off.

~~Additional~~The ~~details~~following ~~for~~table ~~changes~~presents introubled ~~the~~debt ~~allowance~~restructurings ~~for~~that ~~loan~~occurred byduring ~~loan~~the ~~portfolio~~periods asended ofJune ~~December~~30, 2013 and March 31, ~~2012~~2013 ~~are~~and loans modified as ~~follows~~troubled ~~(dollars~~debt inrestructurings ~~thousands):~~within the previous three and 12 month period and for which there was a payment default during the period.

June 30, 2013

March 31, 2013

Outstanding Recorded
Investment

Number

of
Contracts

Pre-

Modification

Post-
Modification

Number of
Contracts

Pre-

Modification

Post-
Modification

Troubled debt restructurings:

Residential real estate

─

339

486

Number of
Contracts

Recorded Investment

Number of
Contracts

Recorded Investment

Troubled debt restructurings that subsequently defaulted:

Residential real estate

─

The following table presents the changes in real estate owned (REO), net of valuation allowance, for the periods ended June 30, 2013 and March 31, 2013:

	June 30, 2013			March 31, 2013
Balance, beginning of period	$	2,470		$	846
Additions from loan foreclosures		─			2,650
Additions from capitalized costs		─			3
Dispositions of REO		(280	)		(820	)
Gain (loss) on sale of REO		(34	)		(152	)
Valuation adjustments in the period		─			(57	)

Balance, end of period	$	2,156		$	2,470

The following table presents the changes in fair value adjustments to REO for the periods ended June 30, 2013 and March 31, 2013:

	June 30, 2013			March 31, 2013
Balance, beginning of period	$	72		$	104
Valuation adjustments added in the period		─			57
Valuation adjustments on disposed properties during the period		(7	)		(89	)

Balance, end of period	$	65		$	72

The following table sets forth with respect to the Bank’s allowance for losses on loans (dollars in thousands):

	June 30, 2013			March 31, 2013

Balance at beginning of period	$	1,033		$	1,161
Provision:
Commercial		50			4
Commercial real estate		13			587
Residential real estate		36			20
Home Equity		1			19
Consumer		(9	)		14
Construction		(1	)		(4	)

Total Provision	$	90		$	640

Charge-Offs:
Commercial	$	49		$	─
Commercial Real Estate		10			686
Residential real estate		46			27
Home Equity		─			29
Consumer		─			66
Recoveries		(6	)		(40	)
Total Net Charge-Offs		99			768
Balance at end of period	$	1,024		$	1,033
Period-end loans outstanding	$	87,220		$	89,570
Average loans outstanding	$	89,667		$	95,122

Allowance as a percentage of period-end loans		1.17	%		1.15	%
Net charge-offs as a percentage of average loans		0.11	%		0.81	%

Additional details for changes in the allowance for loan by loan portfolio as of June 30, 2013 are as follows (dollars in thousands):

Allowance for Loan Losses

	Commercial			~~Commercial Real Estate~~	Commercial Real Estate			~~Residential Real Estate~~	Residential Real Estate			~~Consumer~~	Home Equity		~~Total~~	Consumer			Construction			Total
Balance, beginning of year	41$	44			~~469~~$	378			~~553~~$	485			98$	48		~~1,161~~$	77		$	1		$	1,033
Loan charge-offs	─	(49	)		~~(567~~	)(10	)		~~(27~~	)(46	)		~~(66~~	)─		~~(660~~	)─			─			(105	)
Recoveries	─	─			5	1			1	─			20	─		26	5			─			6
Provision for loan losses	7	50			~~481~~	13			~~(36~~	)36			31	1		~~483~~	(9	)		(1	)		90
Balance, end of period	48$	45			~~388~~$	382			~~491~~$	475			83$	49		~~1,010~~$	73		$	─		$	1,024
Ending balance for loans individually evaluated for impairment	$	186			$	2,182			$	2,364			$	49		$	─		$	─		$	4,781
Ending balance for loans collectively evaluated for impairment	$	934			$	9,330			$	62,914			$	8,289		$	922		$	50		$	82,439
Loans receivable:
Ending balance	$	1,120			$	11,512			$	65,278			$	8,338		$	922		$	50		$	87,220
Ending balance: loans individually evaluated for impairment	$	186			$	2,182			$	2,364			$	49		$	─		$	─		$	4,781
Ending balance: loans collectively evaluated for impairment	$	934			$	9,330			$	62,914			$	8,289		$	922		$	50		$	82,439

The Bank prepares an allowance for loan loss model on a quarterly basis to determine the adequacy of the allowance. Management considers a variety of factors when establishing the allowance, such as the impact of current economic conditions, diversification of the loan portfolio, delinquency statistics, results of independent loan review and related classifications. The Bank’s historic loss rates and the loss rates of peer financial institutions are also considered.

On a monthly basis, the loan committee meets to review each problem loan and determine if there has been any change in collateral value due to changes in market conditions. Each quarter, when calculating the allowance for loan loss, the loan committee reviews an updated loan impairment analysis on each problem loan to determine if a specific provision for loan loss is warranted. Management reviews the most recent appraisal on each loan adjusted for holding and selling costs. In the event there is not a recent appraisal on file, the Bank will use the aged appraisal and apply a discount factor to the appraisal and then adjust the holding and selling costs from the discounted appraisal value.

In evaluating the Bank’s allowance for loan loss, the Bank maintains a loan committee consisting of senior management and the Board of Directors that monitors problem loans and formulates collection efforts and resolution plans for each borrower.

For the ~~nine~~three months ending ~~December~~June 3130, ~~2012~~2013, the Bank experienced ~~the~~one full charge-off ofrelating ~~two~~to ~~loans~~one ~~representing~~loan ~~two~~relationship ~~relationships~~ totaling $6749 thousand and 8three partial charge-offs ~~relating~~related to 8two ~~loan~~ relationships totaling $~~593~~56 thousand as compared to ~~the~~two ~~full~~ charge-offs ofrelating ~~eight~~to ~~loans~~two ~~representing~~loan ~~seven~~ relationships totaling $~~447~~66,510 ~~thousand~~ and ~~the~~twelve partial charge-offs ofrelating 21to ~~loans~~twelve ~~consisting~~loan ~~of 19~~ relationships totaling $~~1.3~~741,699 ~~million~~ for the year ended March 31, ~~2012~~2013.

At December 31, 2012, the Bank maintained an allowance for loan loss ratio of 1.10% to quarter end loans outstanding. Non-performing assets have decreased by $239 thousand over their stated levels at March 31, 2012 representing a non-performing asset to total asset ratio of 7.11% at December 31, 2012 as compared to a non-performing asset to total asset ratio of 7.06% at March 31, 2012.22

At June 30, 2013, the Bank maintained an allowance for loan loss ratio of 1.17% to loans outstanding. Non-performing assets have decreased by $863 thousand over their stated levels at March 31, 2013, representing a non-performing asset to total asset ratio of 6.11% at June 30, 2013 as compared to a non-performing asset to total asset ratio of 6.81% at March 31, 2013.

The Bank’s charge-off policy states that any asset classified loss shall be charged-off within thirty days of such classification unless the asset has already been eliminated from the books by collection or other appropriate entry. On a quarterly basis, the loan committee will review past due, classified, non-performing and other loans, as it deems appropriate, to determine the collectability of such loans. If the loan committee determines a loan to be uncollectable, the loan shall be charged to the allowance for loan loss. In addition, upon reviewing the collectability, the loan committee may determine a portion of the loan to be uncollectable; in which case that portion of the loan deemed uncollectable will be partially charged-off against the allowance for loan loss.

(10) Investment Securities

Investment securities have been classified according to management’s intent. The amortized cost of securities and their approximate fair values as of ~~December~~June 3130, ~~2012~~2013 and March 31, ~~2012~~2013 are as follows:

		Held-to-Maturity December 31, 2012
	Held-to-Maturity June 30, 2013
	Amortized Cost	~~Amortized Cost~~		Gross Unrealized Gains			~~Gross Unrealized Losses~~	Gross Unrealized Losses		~~Fair Value~~	Fair Value
(Dollars in Thousands)
Federal Home Loan Bank Bonds	$	4,091	$	6		$	(9	)	$	4,088
Federal Farm Credit Bank Bond	$	5,444		$	─			$	(340	)	$	5,104
Federal Farm Credit Bonds		3,945		7			(1	)		3,951
Federal Home Loan Bank Bonds		6,591			1				(396	)		6,196
Federal Home Loan Mortgage		1,997			─				(134	)		1,863
Corporation Bonds		~~1,499~~		8			─			~~1,507~~
Federal National Mortgage Association		9,~~499~~498		60	18		(4	)	(412	~~9,555~~)		9,104
Municipal Bond		64587		─	5		─		─	64		592
		19,098		81			(14	)		19,165
		24,117			24				(1,282	)		22,859
Mortgage-Backed Securities:
Federal Home Loan Mortgage Corporation		~~1,066~~814		67	49		─		(1	~~1,133~~)		862
Federal National Mortgage Association		~~862~~717		73	56		─		─	~~935~~		773
Government National Mortgage Corporation		~~304~~282		10	10		(1	)	(1	~~313~~)		291
		2,232		150			(1	)		2,381
		1,813			115				(2	)		1,926
Total	$	2125,~~330~~930	$	~~231~~$	139	$	~~(15~~	)$	(1,284	~~21,546~~)	$	24,785

	Held-to-Maturity March 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
(Dollars in Thousands)
Federal Home Loan Bank Bonds	$	3,945	$	5	$	(8	)	$	3,942
Federal Farm Credit Bonds		3,000		2		(25	)		2,977
Federal Home Loan Mortgage
Corporation Bonds		1,499		−		(6	)		1,493
Federal National Mortgage Association		5,997		26		(34	)		5,989
Municipal Bond		104		−		−			104
		14,545		33		(73	)		14,505
Mortgage-Backed Securities:

Federal Home Loan Mortgage Corporation		1,430		89		(2	)		1,517
Federal National Mortgage Association		1,146		90		−			1,236
Government National Mortgage Corporation		336		13		(1	)		348
		2,912		192		(3	)		3,101
Total	$	17,457	$	225	$	(76	)	$	17,606

			December 31, 2012 Available for Sale
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Federal National Mortgage Association	$	500	$ ─		$	(9	)	$	491
Federal Home Loan Bank		1,500	─			(2	)		1,498
		2,000	─			(11	)		1,989
Mutual Fund Shares		225		6	─				231
		2,225		6		(11	)		2,220

Available for Sale March 31, 2012

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Mutual Fund Shares

237

─

242

The following is a summary of maturities of securities held-to-maturity and available-for-sale as of December 31, 2012 and March 31, 2012:

	December 31, 2012
	Held to Maturity				Available for Sale
(Dollars in Thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Amounts maturing in:
One year or less	$	64	$	64	$ ─		$ ─
After one year through five years		1,006		1,031	─		─
After five years through ten years		6,422		6,435	─		─
After ten years		13,838		14,016		2,000		1,989
Equity securities						225		231
	$	21,330	$	21,546	$	2,225	$	2,220

	March 31, 2012
	Held to Maturity				Available for Sale
(Dollars in Thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Amounts maturing in:
One year or less	$	104	$	104	$ ─		$ ─
After one year through five years		510		532	─		─
After five years through ten years		3,444		3,449	─		─
After ten years		13,399		13,521	─		─
Equity securities						237		242
	$	17,457	$	17,606	$	237	$	242

The amortized cost and fair value of mortgage-backed securities are presented in the held-to-maturity category by contractual maturity in the preceding table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations without call or prepayment penalties.

Information pertaining to securities with gross unrealized losses at December 31, 2012 and March 31, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows.

		December 31, 2012
	Held-to-Maturity March 31, 2013
		Less Than 12 Months					12 Months or Greater						Total
	Amortized Cost		Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
		Fair Value		Gross Unrealized Losses			Fair Value			Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
(Dollars in Thousands)
(Dollars in Thousands)
Federal Home Loan Bank Bonds	$	4,591	$	5			$	(18	)		$	4,578
Federal Home Loan Bank Bonds	$	1,491	$	( 9	)	$	─		$	─		$	1,491	$	( 9	)
Federal Farm Credit Bonds		3,444		1				(16	)			3,429
Federal Farm Credit Bonds		944		(1	)		─			─			644		(1	)
Federal Home Loan Mortgage
Federal Home Loan Mortgage Corporation Bonds		─		─			─			─			─		─
Corporation Bonds		500						(2	)			498
Federal National Mortgage Association		1,496		(4	)		─			─			1,496		(4	)
Federal National Mortgage Association Bond		9,500		49				(10	)			9,539
		3,931		(14	)		─			─			3,931		(14	)
Municipal Bond		64		─				─				64
Mortgage-Backed Securities:
		18,099		55				(46	)			18,108
Federal Home Loan Mortgage Corporation		─		─			─			─			─		─
Mortgage-backed securities:
Federal National Mortgage Association		─		─			─			─			─		─
Federal Home Loan Mortgage Corporation		965		65				─				1,030
Government National Mortgage Corporation		35		(1	)		─			─			35		(1	)
Federal National Mortgage Association		781		64				─				845
		35		(1	)		─			─			35		(1	)
Government National Mortgage Corporation		293		11				(1	)			303
Total	$	3,966	$	( 15	)	$	─			$ ─		$	3,966	$	(15	)
		2,039		140				(1	)			2,178
Total	$	20,138	$	195			$	(47	)		$	20,286

	Available for Sale June 30, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Federal Home Loan Bank Bonds	$	1,500	$	─	$	(76	)	$	1,424
Federal National Mortgage Association Bond		500		─		(51	)		449
Mutual Fund Shares		210		─		(3	)		207
	$	2,210	$	─	$	(130	)	$	2,080

	Available for Sale March 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Federal Home Loan Bank Bonds	$	1,500	$	1	$	(5	)	$	1,496
Federal National Mortgage Association Bond		500		─		(11	)		489
Mutual Fund Shares		217		5		─			222
	$	2,217	$	6		(16	)	$	2,207

				March 31,2012
		Less Than 12 Months					12 Months or Greater				Total
		Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
(Dollars in Thousands)
Federal Home Loan Bank Bonds	$	2,000	$	( 8	)	$	─	$	─	$	2,000	$	( 8	)
Federal Farm Credit Bonds		2,500		(25	)		─		─		2,500		(25	)
Federal Home Loan Mortgage Corporation Bonds		1,499		(6	)		─		─		1,499		(6	)
Federal National Mortgage Association		4,497		(34	)		─		─		4,497		(34	)
		10,496		(73	)		─		─		10,496		(73	)
Mortgage-Backed Securities:
Federal Home Loan Mortgage Corporation		374		(2	)		─		─		374		(2	)
Federal National Mortgage Association		346		─			─		─		346		─
Government National Mortgage Corporation		39		(1	)		─		─		39		(1	)
		759		(3	)		─		─		759		(3	)
Total	$	11,255	$	( 76	)	$	─	$	─	$	11,255	$	(76	)

The following is a summary of maturities of securities held-to-maturity and available-for-sale as of June 30, 2013 and March 31, 2013:

	June 30, 2013
	Held to Maturity				Available for Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
(Dollars in Thousands)
Amounts maturing in:
One year or less	$	587	$	592	$	─	$	─
After one year through five years		1,004		1,014		─		─
After five years through ten years		6,419		6,130		─		─
After ten years		17,920		17,049		2,000		1,873
Equity securities						210		207
	$	25,930	$	24,785	$	2,210	$	2,080

	March 31, 2013
	Held to Maturity				Available for Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
(Dollars in Thousands)
Amounts maturing in:
One year or less	$	64	$	64	$	─	$	─
After one year through five years		1,005		1,029		─		─
After five years through ten years		6,422		6,418		─		─
After ten years		12,647		12,775		2,000		1,985
Equity securities		─		─		217		222
	$	20,138	$	20,286	$	2,217	$	2,207

Information pertaining to securities with gross unrealized losses at June 30, 2013 and March 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	June 30, 2013
	Less Than 12 Months					12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

(Dollars in Thousands)

Federal Home Loan Bank Bonds	$	7,119	$	(472	)	$	─	$	─	$	7,119	$	(472	)
Federal Farm Credit Bonds		5,104		(340	)		─		─		5,104	$	(340	)
Federal Home Loan Mortgage Corporation Bonds		1,863		(134	)		─		─		1,863		(134	)
Federal National Mortgage Association		9,035		(463	)		─		─		9,035		(463	)
		23,121		(1,409	)		─		─		23,121	$	(1,409	)
Mortgage-Backed Securities:

Federal Home Loan Mortgage Corporation	$	211	$	(1	)	$	─	$	─	$	211	$	(1	)
Federal National Mortgage Association		─		─			─		─		─		─
Government National Mortgage Corporation		32		(1	)		─		─		32		(1	)
		243		(2	)		─		─		243	$	(2	)

Mutual Fund Shares		210		(3	)		─		─		210	$	(3	)
		210		(3	)		─		─		210		(3	)
Total	$	23,574	$	(1,414	)	$	─	$	─	$	23,574	$	(1,414	)

	March 31, 2013
	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses

(Dollars in Thousands)

Federal Home Loan Bank Bonds	$	2,454	$	(22	)	$	─	$	─		$	2,454	$	(22	)
Federal Farm Credit Bonds		2,428		(17	)		─		─			2,428		(17	)
Federal Home Loan Mortgage Corporation Bonds		498		(2	)		─		─			498		(2	)
Federal National Mortgage Association		1,979		(21	)		─		─			1,979		(21	)
		7,359		(62	)							7,359		(62	)
Mortgage-Backed Securities:

Government National Mortgage Corporation	$	─	$	─		$	31	$	(1	)	$	31	$	(1	)
Total	$	7,359	$	(62	)	$	31	$	( 1	)	$	7,390	$	(63	)

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

At June 30, 2013, the 50 debt securities with unrealized losses have depreciated 5.0% from the Bank’s amortized cost basis. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies, or other governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other-than-temporary.

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

Management’s discussion and analysis of the financial condition and results of operations at and for the ~~nine~~three months ended ~~December~~June 3130, ~~2012~~2013 and ~~2011~~2012 is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the Unaudited Financial Statements and the notes thereto, appearing in Part I, Item 1 of this report.

Forward-Looking Statements

This quarterly report contains forward-looking statements that are based on assumptions and may describe our future plans, strategies and expectations. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of our loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in our market area, changes in real estate market values in our area, and changes in relevant accounting principles and guidelines.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

General

Delanco Bancorp, Inc. is the holding company for Delanco Federal Savings Bank. Delanco Federal Savings Bank operates from two offices in Burlington County, New Jersey. Delanco Federal Savings Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate a variety of consumer and business loans.

Balance Sheet Analysis

Overview. Total assets at December 31, 2012 were $ 129.8 million, a decrease of $ 4.5 million from total assets of $134.3 million at March 31, 2012. Total liabilities decreased by $4.3 million or 3.5% from $122.6 million at March 31, 2012 to $ 118.3 million at December 31, 2012. Total stockholders’ equity of $11.5 million reflected a decrease of $200 thousand from $11.7 million at March 31, 2012.

Loans. At December 31, 2012, total loans, net, were $90.3 million, or 70% of total assets. Overall loans decreased by $9.1 million, primarily due to payoffs in the commercial real estate and residential real estate portfolios. Commercial and multi-family real estate loans decreased by $4.3 million, residential real estate loans decreased by $3.6 million, home equity loans decreased by $1.0 million and commercial loans decreased by $215 thousand.

Non-performing Loans. Total nonperforming loans at December 31, 2012 decreased $1.5 million from March 31, 2012 primarily due to one residential mortgage of $442 thousand that is no longer on non-accrual, the transfer of six residential mortgages totaling $1.1 million and three commercial mortgages totaling $1.4 million to real estate owned, one commercial real estate loan that was partially repaid by $423 thousand and partially written down by $47 thousand and a commercial loan that was partially written down by $13 thousand. This was offset by the downgrading of 13 loan relationships to non-accrual status totaling $1.7 million during the nine months ended December 31, 2012.

Securities. The investment securities portfolio was $23.5 million, or18.1% of total assets, at December 31, 2012. At that date, 9.5% of the investment portfolio was invested in mortgage-backed securities, while the remainder was invested primarily in U.S. Government agency and other debt securities. Investment securities increased $5.8 million compared to March 31, 2012. The increase was primarily due to purchases of debt securities.

Deposits. Our deposit base is comprised of demand deposits, money market and passbook accounts and time deposits. We consider demand deposits and money market and passbook accounts to be core deposits. We do not have any brokered deposits. At December 31, 2012, core deposits were 51% of total deposits. Overall deposits decreased by $4.2 million as the Bank made a conscious effort to reduce its reliance of high cost time deposits. Core deposits grew for the nine months by $2.9 million and while time deposits decreased by $7.1 million.

Borrowings. In recent periods, we have occasionally used short-term borrowings as an additional source of liquidity. At December 31, 2012, we had $0 in advances outstanding.

Results of Operations for the Three and Nine Months Ended December 31, 2012 and 2011

Financial Highlights. Net loss for the three and nine months ended December 31, 2012 was $206 thousand and $213 thousand, respectively as compared to a net loss of $554 thousand and $332 thousand for the same prior year periods. The decreases in net loss for the three and nine month periods was primarily the result of lower provisions for loan losses partially offset by lower net interest income and increased operating expenses.

Net Interest Income. Net interest income decreased $84 thousand to $996 million for the three months and $327 thousand to $3.1 million for the nine months ended December 31, 2012. The Bank saw a decrease in both the interest rate spread (13 basis points) and net interest margin (25 basis points) for the nine month period. The rates earned on assets declined, resulting in a 12.9% decrease in total interest income for the three months ending December 31, 2012 compared to the three months ended December 31, 2011. Total interest expense decreased by 28.4% between the same periods.

Average loans in the nine months ended December 31, 2012 decreased $9.6 million, or 9.3%, compared with the same period in 2011, driven by payoffs of higher yielding loans. Average investment securities in the nine months ended December 31, 2012 increased $5.5 million, or 34.7%, compared to the same period in 2011. The increase in the investment portfolio was due to the purchases of debt securities. Declining interest rates decreased the average yield on earning assets to 4.27% for the nine months ended December 31, 2012, compared with 4.82% for the same period in 2011.

Average interest-bearing deposits in the nine months ended December 31, 2012 decreased $744 thousand, or 0.64%, compared with the same period in 2011. Declining interest rates decreased the average cost of deposits to 0.82%, compared with 1.26% for the same period in 2011.

Provision for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. Provisions for loan losses were $295 thousand in the three months and $483 thousand in the nine months ended December 31, 2012 compared to $1.3 million in the three months and $1.5 million thousand in the nine months ended December 31, 2011. We had $329 thousand in charge-offs in the three months and $660 thousand in the nine months ended December 31, 2012, compared to $1.3 million and $1.4 million in charge-offs in the same prior year periods.

Non-Interest Income. Non-interest income decreased $62 thousand in the three month period ending December 31, 2012 compared to the three month period ended December 31, 2011, due to losses incurred on the sale of real estate owned. Non-interest income increased $57 thousand in the nine months ended December 31, 2012 compared to the same period in the prior year, due to the increase in rental income from both the rental units in our Cinnaminson office and properties now in real estate owned.

Non-Interest Expenses. Non-interest expenses increased $190 thousand in the three months ending December 31, 2012 compared to the three months ended December 31, 2011 primarily due to higher loan expenses. Non-interest expense increased in the nine months ended December 31, 2012 by $457 thousand over the same period in the prior year due to increased loan and real estate owned expenses.

Balance Sheet Analysis

Overview. Total assets at June 30, 2013 were $130.1 million, an increase of $653 thousand from total assets of $129.4 million at March 31, 2013. Total liabilities increased $697 thousand from $118.0 million at March 31, 2013 to $118.7 million at June 30, 2013. Total stockholders’ equity decreased $44 thousand to $11.4 million at March 31, 2013, reflecting a $72,000 decrease in other comprehensive income, partially offset by net income of $33,000.

Loans. At June 30, 2013, total loans, net, were $86.1 million, or 66.2% of total assets. Overall loans decreased by $2.3 million, primarily due to payoffs of loans exceeding new loan production for the quarter. Commercial and multi-family real estate loans decreased by $891 thousand, residential real estate loans decreased by $1.3 million, home equity loans decreased by $28 thousand and commercial loans decreased by $46 thousand.

Total nonperforming loans at June 30, 2013 decreased $549 thousand from March 31, 2013 primarily due to a decrease in non-accrual loans as a result of the payoff of two residential loans totaling $285 thousand and one consumer loan of $463, the return to current status on two home equity loans totaling $245 thousand and the charge-off of one commercial loan in the amount of $49 thousand, partially offset by the addition of two residential mortgages totaling $83 thousand to non-accrual status.

Securities. The investment securities portfolio was $28.0 million, or 21.5% of total assets, at June 30, 2013. At that date, 6.5% of the investment portfolio was invested in mortgage-backed securities, while the remainder was invested primarily in U.S. Government agency and other debt securities. Investment securities increased $5.7 million compared to March 31, 2013. The increase was primarily due to purchases of debt securities.

Deposits. Total deposits were $117.9 million at June 30, 2013, an increase of $884 thousand compared to March 31, 2013. Deposits increased as we made a conscious effort to attract core deposits and reduce our reliance on high costing time deposits. Core deposits grew for the three months by $2.0 million while time deposits decreased by $1.1 million.

Results of Operations for the Three Months Ended June 30, 2013 and 2012

Financial Highlights. Net income for the three months ended June 30, 2013 was $33 thousand as compared to net income of $50 thousand for the same period in the prior year. The decrease in net income for the three month period was primarily the result of lower net interest income, a slight increase in the provision for loan losses and lower noninterest income, which were partially offset by lower noninterest expenses.

Net Interest Income. Net interest income decreased $40 thousand to $1.0 million for the three months ended June 30, 2013 from $1.0 million for the three months ended June 30, 2012. Delanco Federal saw a decrease in both the interest rate spread (13 basis points) and net interest margin (1 basis point) for the three month period compared to the prior year period. The lower volume of interest-earning assets combined with lower rates earned on assets resulted in a 10.3% decrease in total interest income for the three months ending June 30, 2013 compared to the three months ended June 30, 2012. Total interest expense decreased by 32.3% between the same periods.

Average loans in the three months ended June 30, 2013 decreased $8.7 million, or 9.0%, compared with the same period in 2012, driven primarily by payoffs of higher yielding loans. Average investment securities in the three months ended June 30, 2013 increased $5.1 million, or 24.1%, compared to the same period in 2012. The increase in the investment portfolio was due to purchases of debt securities. Declining interest rates decreased the average yield on earning assets to 4.05% for the three months ended June 30, 2013, compared with 4.42% for the same period in 2012.

Average interest-bearing deposits in the three months ended June 30, 2013 decreased $4.1 million or 3.5%, compared with the same period in 2012. Declining interest rates decreased the average cost of deposits to 0.73%, compared with 0.97% for the same period in 2012.

Provision for Loan Losses. Following a review of the adequacy of the remaining allowance after impaired loan charges and other charge-offs, Delanco Federal’s loan committee determined that the provisions for loan losses needed to provide an adequate allowance were $90 thousand in the three months ended June 30, 2013 compared to $80 thousand in the three months ended June 30, 2012. Net charge-offs totaled $63 thousand in the three months ended June 30, 2013, compared to $1 thousand in net recoveries in the same prior year period.

Noninterest Income. Non-interest income decreased $18 thousand in the three month period ending June 30, 2013 compared to the three month period ended June 30, 2012 due to the increase in loss on sale of real estate owned partially offset by the increase in rental income and service fee income.

Noninterest Expense. Non-interest expenses decreased $62 thousand in the three months ending June 30, 2013 compared to the three months ended June 30, 2012 primarily due to decrease in salaries and employee benefit expense, real estate owned reserves and office occupancy expenses.

Liquidity Management

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

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

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At ~~December~~June 3130, ~~2012~~2013, cash and cash equivalents totaled $4.47 million. At ~~December~~June 3130, ~~2012~~2013, we had no outstanding borrowings and had arrangements to borrow up to ~~an additional~~ $10.52 million from the Federal Home Loan Bank of New York and $1.0 million from Atlantic Central Bankers Bank.

At ~~December~~June 3130, ~~2012~~2013, asubstantially ~~majority~~ all of our investment securities were classified as held to maturity. We have classified our investments in this manner, rather than as available for sale, because they were purchased primarily to provide a source of income and not to provide liquidity. We anticipate that a portion of future investments will be classified as available for sale in order to give us greater flexibility in the management of our investment portfolio.

A significant use of our liquidity is the funding of loan originations. At ~~December~~June 3130, ~~2012~~2013, we ~~had~~did ~~$1.1~~not ~~million~~have inany loan commitments outstanding. InWe ~~addition, we~~ had $6.01 million in unused lines of credit. Historically, many of the lines of credit expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements. Another significant use of our liquidity is the funding of deposit withdrawals. Certificates of deposit due within one year of ~~December~~June 3130, 2013 totaled $3534.09 million, or 3865.1% of certificates of deposit. The large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the recent low interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before ~~December~~June 3130, ~~2013~~2014. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Our primary investing activities are the origination and purchase of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts and Federal Home Loan Bank advances. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

The Company is a separate entity and apart from the Bank and must provide for its own liquidity. As of ~~December~~June 3130, ~~2012~~2013, the Company had $~~312~~13 thousand in cash and cash equivalents compared to $~~295~~296 thousand as of ~~December~~June 3130, ~~2011~~2012. Substantially all of the Company’s cash and cash equivalents were obtained from proceeds it retained from the Bank’s mutual-to-stock conversion completed in March 2007. In addition to its operating expenses, Company may utilize its cash position for the payment of dividends or to repurchase common stock, subject to applicable restrictions.

28 The Company can receive dividends from the Bank. Payment of such dividends to the Company by the Bank is limited under federal law. The amount that can be paid in any calendar year, without prior regulatory approval, cannot exceed the retained net earnings (as defined) for the year plus the preceding two calendar years. Under the terms of its written agreement with the OCC, the Bank is not permitted to pay dividends without prior regulatory approval. In addition, at the request of the Federal Reserve, the Company has adopted resolutions that prohibit it from declaring or paying any dividends or taking any dividends or other distributions that would reduce the capital of the Bank without the prior written consent of the Federal Reserve.

~~The~~Capital ~~Company~~Management. ~~can~~We ~~receive~~are ~~dividends~~subject ~~from~~to ~~the~~various ~~Bank.~~regulatory ~~Payment~~capital ofrequirements ~~such~~administered ~~dividends to the Company~~ by the ~~Bank~~OCC, isincluding ~~limited~~a ~~under~~risk-based ~~federal~~capital ~~law~~measure. The ~~amount~~risk-based ~~that~~capital ~~can~~guidelines beinclude ~~paid~~both ina ~~any~~definition ~~calendar~~of ~~year,~~capital ~~without~~and ~~prior~~a ~~regulatory~~framework ~~approval, cannot exceed the retained net earnings (as defined)~~ for ~~the~~calculating ~~year~~risk-weighted ~~plus~~assets ~~the~~by ~~preceding~~assigning ~~two~~balance ~~calendar~~sheet ~~years.~~assets ~~The~~and ~~Company~~off-balance ~~believes~~sheet ~~that~~items ~~such restriction will not have an impact on the Company’s ability~~ to ~~meet~~broad ~~its~~risk ~~ongoing cash obligations~~categories. ~~The~~See ~~Agreement~~note ~~between~~23 ~~the~~of ~~Bank and~~ the ~~OCC~~notes ~~discussed under Note 6~~ to the ~~unaudited consolidated~~ financial statements ~~further restricts the Bank’s ability to pay dividends without the prior written approval of the OCC~~.

Capital Management. We are subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2012, we exceeded all of our regulatory capital requirements.

Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit.

For the quarter ended ~~December~~June 3130, ~~2012~~2013, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable as the Company is a smaller reporting company.

Item 4. Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13(a)-15(e) that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~PART~~Part II. ~~OTHER~~ ~~INFORMATION~~Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Other than as set forth below, there are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2012~~2013, which could materially and adversely affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

The following risk factor supercedes and replaces the risk factor entitled “We are a party to a Cease and Desist with the OCC and our failure to comply with that Order may result in further regulatory enforcement actions, including restrictions on our operations” which appears in the Company’s Form 10-K for the fiscal year ended March 31, 2012:

We are a party to an Agreement with the OCC and our failure to comply with that Agreement may result in further regulatory enforcement actions, including restrictions on our operations.

On December 17, 2012, the Bank received a formal written agreement (the “Agreement”) with the Office of the Comptroller of the Currency (the “OCC”) dated November 21, 2012. The Agreement supersedes and terminates the Order to Cease and Desist entered into by and between the Bank and the Office of Thrift Supervision on March 17, 2010. The Agreement was based on the Bank’s 2012 report of examination in which the OCC concluded that safety and soundness concerns relating to asset quality, credit risk management, liquidity and earnings existed at the Bank. The Agreement will remain in effect until terminated, modified, or suspended in writing by the OCC.

The Agreement does not require the Bank to maintain any specific minimum regulatory capital ratios. However, in connection with its most recent examination, the OCC established higher individual minimum capital ratios for the Bank. Specifically, the Bank must maintain a Tier 1 capital to adjusted total assets ratio of at least 8%, a Tier 1 capital to risk-weighted assets ratio of at least 12% and a total capital to risk-weighted assets ratio of at least 13%. The Bank's ratios of Tier 1 capital to adjusted total assets, Tier 1 capital to risk-weighted assets and total capital to risk-weighted assets at December 31, 2012 were 8.01%, 13.55% and 14.80%, respectively.

A failure to comply with the Agreement or the capital thresholds could result in the initiation of further enforcement actions by the OCC, including the imposition of civil monetary penalties. The Agreement has resulted in additional regulatory compliance expense for the Company. A detailed description of the Agreement can found under Note 6 to the unaudited consolidated financial statements included herein.

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

Not Applicable.

Item 3. Defaults upon Senior Securities

Not Applicable.

30Item 4. Mine Safety Disclosures.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

10.1 Agreement by and between Delanco Federal Savings Bank and the Comptroller of the Currency (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on December 21, 2012).

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.21 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.0

Section 1350 Certification

101* The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2012, formatted in XBRL (Extensible Business reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.32

* Furnished, not filed.Signatures

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DELANCO BANCORP, INC.
Dated: February 14, 2013	By:	/s/ James E. Igo
		James E. Igo
		Chairman, President and Chief ExecutiveOfficer

	DELANCO BANCORP, INC.



Dated: August 14, 2013	By:	/s/ James E. Igo
		James E. Igo
		Chairman, President and Chief Executive Officer



Dated: August 14, 2013	By:	/s/ Eva Modi
		Eva Modi
		Chief Financial Officer

Dated: February 14, 2013	By:	/s/ Eva Modi
		Eva Modi
		Chief Financial Officer

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