10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

   X      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

_____  Transition report pursuant to Section 13 or 15(d) of the Exchange Act of 1934

For the transition period from _____________  to ___________

Commission file number: 0-26003

ALASKA PACIFIC BANCSHARES, INC. 

(Exact name of registrant as specified in its charter)

                                           Alaska                                                               92-0167101                   

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

2094 Jordan Avenue, Juneau, Alaska  99801

(Address of Principal Executive Offices)

(907) 789-4844

(Registrant’s telephone number, including area code)

 NA       

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   X     No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 [_]

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

Large accelerated filer _____	Accelerated filer  _____
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).   Yes   No     X   

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:  654,486   shares outstanding on May 1, 2012

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ALASKA PACIFIC BANCSHARES, INC.

Juneau, Alaska

INDEX

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Income	4
Condensed Consolidated Statements of Comprehensive Income	5
Condensed Consolidated Statements of Cash Flows	6
Selected Notes to Condensed Consolidated Interim Financial Statements	7
Item 2.  Management's Discussion and Analysis of               Financial Condition and Results of Operations	34
Item 3.  Quantitative and Qualitative Disclosures About               Market Risk	43
Item 4.  Controls and Procedures	43
PART II.  OTHER INFORMATION
Item 1. Legal Proceedings	44
Item 1A. Risk Factors	44
Item 2. Unregistered Sales of Equity Securities and Use    of Proceeds	44
Item 3. Defaults Upon Senior Securities	44
Item 4.  Mine Safety Disclosures	44
Item 5. Other Information	44
Item 6. Exhibits	45
Signatures	47

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Alaska Pacific Bancshares, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

(dollars in thousands except share data)	March 31,  2012 (Unaudited)			December 31, 2011
Assets
Cash and due from banks	$	3,471		$	8,307
Interest-earning deposits in financial institutions		915			2,751
Total cash and cash equivalents		4,386			11,058
Investment securities available for sale, at fair value  (amortized cost: March 31,     2012 - $5,652; December 31, 2011 - $5,546)		5,836			5,714
Federal Home Loan Bank stock		1,784			1,784
Loans held for sale		162			976
Loans		149,441			147,766
Less allowance for loan losses		(1,919	)		(1,865	)
Loans, net		147,522			145,901
Interest receivable		573			585
Premises and equipment, net		3,177			2,451
Real estate owned and repossessed assets, net		754			880
Mortgage servicing rights, at fair value		1,085			1,098
Other assets		1,602			1,610
Total Assets	$	166,881		$	172,057
Liabilities and Shareholders’ Equity
Deposits:
Noninterest-bearing demand	$	28,648		$	31,748
Interest-bearing demand		32,147			33,033
Money market		26,727			27,843
Savings		20,832			20,987
Certificates of deposit		32,245			33,590
Total deposits		140,599			147,201
Federal Home Loan Bank advances		3,500			3,000
Advances from borrowers for taxes and insurance		1,199			691
Accounts payable and accrued expenses		454			331
Interest payable		150			131
Other liabilities		313			161
Total liabilities		146,215			151,515
Shareholders’ Equity:
Preferred stock ($0.01 par value; 1,000,000 shares authorized; Series A –     Liquidation preference $1,000 per share, 4,781 shares issued and outstanding     at March 31, 2012 and at December 31, 2011)		4,648			4,631
Common stock ($0.01 par value; 20,000,000 shares authorized; 655,415 shares     issued; 654,486 shares outstanding at March 31, 2012 and at December 31,     2011)		7			7
Additional paid-in capital		6,489			6,486
Treasury stock		(11	)		(11	)
Retained earnings		9,387			9,290
Accumulated other comprehensive income		146			139
Total shareholders’ equity		20,666			20,542
Total Liabilities and Shareholders’ Equity	$	166,881		$	172,057
See selected notes to condensed consolidated interim financial statements.

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Alaska Pacific Bancshares, Inc. and Subsidiary

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended March 31,
(in thousands, except per share data)	2012	2011
Interest Income
Loans	$2,053	$2,103
Investment securities	34	30
Interest-earning deposits with financial institutions	3	9
Total interest income	2,090	2,142
Interest Expense
Deposits	119	150
Federal Home Loan Bank advances	28	51
Total interest expense	147	201
Net Interest Income	1,943	1,941
Provision for loan losses	90	60
Net interest income after provision for loan losses	1,853	1,881
Noninterest Income
Mortgage servicing income	80	86
Service charges on deposit accounts	158	145
Other service charges and fees	65	61
Gain on sale of loans	110	50
Total noninterest income	413	342
Noninterest Expense
Compensation and benefits	1,090	1,123
Occupancy and equipment	345	351
Data processing	68	71
Professional and consulting fees	115	125
Marketing and public relations	40	46
Real estate owned and repossessed assets, net	70	3
FDIC assessment	27	134
Other	224	225
Total noninterest expense	1,979	2,078
Income before provision for income taxes	287	145
Provision for income taxes	113	-
Net income	$  174	$  145
Preferred stock dividend and discount accretion
Preferred stock dividends	60	62
Preferred stock discount accretion	17	16
Net income available to common shareholders	$  97	$  67
Income per common share:
Basic	$0.15	$0.10
Diluted	$0.13	$0.09
See selected notes to condensed consolidated interim financial statements.

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Alaska Pacific Bancshares, Inc. and Subsidiary

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended March 31,
(in thousands, except per share data)	2012	2011
Net income available to common shareholders	$97	$67
Other comprehensive income (loss)
Net unrealized income (loss) on investment securities, net of tax	7	(23)
Comprehensive income	$104	$44

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Alaska Pacific Bancshares, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
(in thousands)	2012			2011
Operating Activities
Net income	$	174		$	145
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses		90			60
Gain on sale of loans		(110	)		(50	)
Fair value valuation adjustment mortgage servicing rights		13			7
Depreciation and amortization		69			69
Amortization of fees, discounts, and premiums, net		(14	)		(57	)
Stock compensation expense		3			4
Loss on sale and impairment of real estate owned and repossessed assets		40			1
Loans originated for sale		(6,849	)		(7,554	)
Proceeds from sale of loans originated for sale		7,773			3,150
Cash provided by (used in) changes in operating assets and liabilities:
Interest receivable		12			5
Other assets		2			512
Advances from borrowers for taxes and insurance		508			507
Interest payable		19			(2	)
Accounts payable and accrued expenses		123			(170	)
Other liabilities		152			78
Net cash provided by (used in) operating activities		2,005			(3,295	)
Investing Activities
Purchase of investment securities available for sale		(261	)		(3,004	)
Maturities and principal repayments of investment securities available for sale, net		145			141
Loan originations, net of principal repayments		(1,690	)		(1,814	)
Proceeds from sale of real estate owned and repossessed assets		86			601
Purchase of premises and equipment		(795	)		(33	)
Net cash (used in) investing activities		(2,515	)		(4,109	)
Financing Activities
Repayments on Federal Home Loan Bank advances		-			(1,500	)
Proceeds from Federal Home Loan Bank advances		500			-
Net decrease in demand and savings deposits		(5,257	)		(3,373	)
Net decrease in certificates of deposit		(1,345	)		(2,293	)
Cash dividends paid		(60	)		(181	)
Net cash (used in) financing activities		(6,162	)		(7,347	)
Decrease in cash and cash equivalents		(6,672	)		(14,751	)
Cash and cash equivalents at beginning of period		11,058			21,023
Cash and cash equivalents at end of period	$	4,386		$	6,272
Supplemental information:
Cash paid for interest	$	128		$	203
Net cash paid for (received from) income taxes		50			(116	)
Net change in fair value of securities available for sale, net of tax		7			(23	)
Accrued dividends on Series A preferred stock issued to United States Department of Treasury
in Troubled Asset Relief Program Capital Purchase Plan		31			31

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Alaska Pacific Bancshares, Inc. and Subsidiary

Selected Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Alaska Pacific Bancshares, Inc. (the “Company”) and its wholly owned subsidiary, Alaska Pacific Bank (the “Bank”), and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial institutions industry, where applicable.  All significant intercompany balances have been eliminated in the consolidation.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  They should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2011.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting.  The results of operations for the interim periods ended March 31, 2012 and 2011, are not necessarily indicative of the results which may be expected for an entire year or any other period.

Certain amounts in prior-period consolidated financial statements have been reclassified to conform to the current-period presentation.  These reclassifications had no effect on net income or shareholders’ equity.

The Company has evaluated events and transactions for potential recognition and disclosure through the day the financial statements were issued.

Note 2 – Mortgage Loan Servicing

The Company generally retains the right to service mortgage loans sold to others.  Loans serviced for others at March 31, 2012 and December 31, 2011 was $139.1 million and $138.5 million, respectively.  The Company accounts for mortgage servicing rights (“MSR”) in accordance with Accounting Standards Codification (“ASC”) 860-50, Servicing Assets and Liabilities, which provides an election to record changes in fair value to be reported in earnings in the period in which the change occurs.  The Company uses a model derived valuation methodology to estimate the fair value of MSR obtained from an independent financial advisor on an annual basis.  The annual valuation is reviewed on a quarterly basis for significant changes in assumptions and current market rates.  The model pools loans into tranches of homogeneous characteristics and performs a present value analysis of the expected future cash flows.  The tranches are created by individual loan characteristics such as note rate, product type, and the remittance schedule.  Current market rates are utilized for discounting the future cash flows.  Significant assumptions used in the valuation of the MSR include discount rates, projected repayment speeds, escrow calculations, ancillary income, delinquencies and option adjusted spreads.  

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Key assumptions used in measuring the fair value of the MSR as of March 31, 2012 and 2011 were as follows:

(in thousands)	March 31,
	2012			2011
Constant prepayment rate		18.56	%		16.83	%
Discount rate		8.08	%		7.94	%
Weighted average life (years)		23.6			23.9

The change in the balance of mortgage servicing assets is included in the following table:

	Three Months Ended March 31,
(in thousands)	2012			2011
Balance beginning of period	$	1,098		$	1,242
Additions to servicing assets		70			31
Disposals of servicing assets		(70	)		(31	)
Fair value adjustment		(13	)		(7	)
Balance end of period	$	1,085		$	1,235

Note 3 – Fair Value Measurements

We have elected to record certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP standard (ASC 820, Fair Value Measurements and Disclosures) establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements.  The standard requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These two types of inputs create the following fair value hierarchy:

Level 1 - Unadjusted quoted prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

Level 3 - Instruments whose significant value drivers are unobservable.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

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The following table sets forth the Company’s assets and liabilities by level within the fair value hierarchy that were measured at fair value on a recurring and non-recurring basis at March 31, 2012 and December 31, 2011.

(in thousands)	Fair Value		Quoted Prices in Active Markets for Identical Instruments  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs  (Level 3)
March 31, 2012:
Recurring:
Available for sale securities:
Mortgage-backed securities	$	2,292	$	-	$	2,292	$	-
Municipal securities		1,959		-		1,959		-
U.S. government agencies		1,585		-		1,585		-
Mortgage servicing rights		1,085		-		-		1,085
Non-recurring:
Impaired loans		2,035		-		-		2,035
Real estate owned and repossessed assets		754		-		-		754
December 31, 2011:
Recurring:
Available for sale securities:
Mortgage-backed securities	$	2,421	$	-	$	2,421	$	-
Municipal securities		1,706		-		1,706		-
U.S. government agencies		1,587		-		1,587		-
Mortgage servicing rights		1,098		-		-		1,098
Non-recurring:
Impaired loans		2,045		-		-		2,045
Real estate owned and repossessed assets		880		-		-		880

For three months ended March 31, 2012, the changes in Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis were as follows:

(in thousands)	Mortgage Servicing Rights			Impaired Loans		Real Estate Owned and Repossessed Assets			For the Year Ended March 31,
Balance as of January 1, 2012	$	1,098		$	2,035	$	880		$	4,013
Net change in principal							(86	)		(86	)
Realized and Unrealized Net Gains (Losses) included in income		(13	)		-		(40	)		(53	)
Balance as of March 31, 2012	$	1,085		$	2,035	$	754		$	3,874

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For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2012, the significant unobservable inputs used in the fair value measurements were as follows:

	Fair Value at March 31, 2012 (in thousands)		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input
Mortgage servicing rights	$	1,085	Discounted Cash Flow	Weighted Average Constant Prepayment Rate		18.56	%
				Weighted Average Discount Rate		8.08	%
Impaired loans		2,035	Appraised value less cost to sell, net of discount	Discount Rate Range		10% - 30	%
Real estate owned and repossessed assets		754	Appraised value less cost to sell, net of discount	Discount Rate Range		10% - 30	%

The following table sets forth the estimated fair values of the Company’s financial instruments at March 31, 2012 and December 31, 2011:

(in thousands			Fair Value Measurements at March 31, 2012
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	4,386	$	4,386	$	-	$	-	$	4,386
Investment securities available for sale		5,836		-		5,836		-		5,836
Federal Home Loan Bank stock		1,784		-		1,784		-		1,784
Loans, including held for sale, net		147,684		-		-		130,693		130,693
Accrued interest receivable		573		-		573		-		573
Mortgage servicing rights		1,085		-		-		1,085		1,085
Financial Liabilities
Demand and savings deposits		108,354		-		108,354		-		108,354
Certificates of deposit		32,245		-		-		33,052		33,052
Federal Home Loan Bank Advances		3,500		-		-		3,611		3,611
Accrued interest payable		150		-		150		-		150

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(in thousands			Fair Value Measurements at December 31, 2011
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	11,058	$	11,058	$	-	$	-	$	11,058
Investment securities available for sale		5,714		-		5,714		-		5,714
Federal Home Loan Bank stock		1,784		-		1,784		-		1,784
Loans, including held for sale, net		148,742		-		-		129,941		129,941
Accrued interest receivable		585		-		585		-		585
Mortgage servicing rights		1,098		-		-		1,098		1,098
Financial Liabilities
Demand and savings deposits		113,611		-		113,611		-		113,611
Certificates of deposit		33,590		-		-		33,888		33,888
Federal Home Loan Bank Advances		3,000		-		-		3,111		3,111
Accrued interest payable		131		-		131		-		131

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash, cash equivalents, and accrued interest:  The fair value of cash and cash equivalents and accrued interest is estimated to be equal to the carrying value, due to their short-term nature.

Investment Securities:   Securities available-for-sale are recorded at fair value on a recurring basis.  Fair values are based on quoted market prices, where available.  If quoted market prices are not available, fair values are estimated based on quoted market prices of comparable instruments with similar characteristics.  Changes in fair market value are recorded in other comprehensive income.

Mortgage servicing rights:  MSR are measured at fair value on a recurring basis.  These assets are classified as Level 3 as quoted prices are not available and the Company uses a model derived valuation methodology to estimate the fair value of MSR obtained from an independent financial advisor on an annual basis.   The annual valuation is reviewed on a quarterly basis for significant changes in assumptions and current market rates.  The model pools loans into tranches of homogeneous characteristics and performs a present value analysis of the expected future cash flows.  The tranches are created by individual loan characteristics such as note rate, product type, and the remittance schedule.  Current market rate assumptions are utilized for discounting the future cash flows.

Impaired loans:  Impaired loans are measured at fair value on a non-recurring basis and included in the table are impaired loans with a current specific valuation allowance.  These assets are classified as Level 3 where significant value drivers are unobservable.  The fair value of impaired

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loans are determined using a discounted cash flow basis or the fair value of each loan’s collateral for collateral-dependent loans as determined by an appraisal of the property, less estimated costs related to liquidation of the collateral.  The appraisal amount may also be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business.  Impaired loans with a specific valuation allowance were $2.5 million at March 31, 2012 and December 31, 2011, respectively, with estimated reserves for impairment of $473,000 on both dates.

Real estate owned and repossessed assets:  The $754,000 in real estate owned and repossessed assets at March 31, 2012, represents impaired real estate and repossessed assets that have been adjusted to fair value. Real estate owned and repossessed assets primarily represents real estate and other assets which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, real estate owned and repossessed assets are recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell.  The fair value of real estate owned is determined by appraisal of the property, less estimated costs related to liquidation of the asset.  The appraisal amount may also be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the asset.  Fair value adjustments on real estate owned and repossessed assets are recognized in noninterest expense.

Federal Home Loan Bank (“FHLB”) stock:  The fair value of FHLB stock is considered to be equal to its carrying value, since it may be redeemed at that value.

Loans including held for sale, net:  The fair value of loans net of allowance for loan losses is estimated using present value methods which discount the estimated cash flows, including prepayments as well as contractual principal and interest, using current interest rates appropriate for the type and maturity of the loans.

Deposits and other liabilities:  For demand, money market and savings deposits and accrued interest payable, fair value is considered to be carrying value.

Certificates of deposit:  The fair value disclosed for demand deposits, savings, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date.  The fair values of fixed-rate certificates of deposit are estimated using present value methods and current offering rates for such deposits.

FHLB advances:  The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed-rate borrowings is estimated by discounting future cash flows using current interest rates for similar financial instruments.

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Note 4 – Investment Securities Available for Sale

Amortized cost and fair values of investment securities available for sale, including mortgage-backed securities, are summarized as follows:

(in thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
March 31, 2012:
Mortgage-backed securities:	$2,160	$132	$-	$2,292
Municipal securities:	1,921	39	(1)	1,959
U.S. government agencies	1,571	14	-	1,585
Total	$5,652	$185	($1)	$5,836
December 31, 2011:
Mortgage-backed securities:	$2,303	$118	$-	$2,421
Municipal securities:	1,668	38	-	1,706
U.S. government agencies	1,575	13	(1)	1,587
Total	$5,546	$169	($1)	$5,714

Available for sale securities at March 31, 2012 that have been in a continuous unrealized loss position are as follows:

	Impaired less than 12 months		Impaired 12 months or more		Total
(in thousands)	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
Municipal    securities	$257	$ (1)	$ -	$ -	$257	$(1)

Available for sale securities at December 31, 2011 that have been in a continuous unrealized loss position are as follows:

	Impaired less than 12 months		Impaired 12 months or more		Total
(in thousands)	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
U.S. government Agencies	$499	$ (1)	$ -	$ -	$499	$(1)

There was one security with unrealized losses at March 31, 2012 and December 31, 2011 respectively, which was a municipal security; collectability of principal and interest is considered to be reasonably assured.  The fair values of individual securities fluctuate significantly with interest rates and with market demand for securities with specific structures and characteristics.  

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Management does not consider these unrealized losses to be other than temporary because the Company does not intend to sell and the Company will likely not be required to sell.

No securities were designated as trading or held to maturity at March 31, 2012 or December 31, 2011.

The fair value and amortized cost of investment securities at March 31, 2012 is presented below by contractual maturity.  Actual maturities may vary as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

in thousands	Fair Value Mortgage Backed Securities	Amortized Cost Mortgage Back Securities	Fair Value Municipal Securities	Amortized Cost Municipal Securities	Fair Value U.S Government Agencies	Amortized Cost U.S Government Agencies
Maturing within 1 to 5 years	$7	$7	-	-	$500	$500
Maturing between 5 and 10 years	189	180	1,959	1,921	1,085	1,071
Maturing beyond 10 years	2,096	1,973	-	-	-	-
Total	$2,292	$2,160	$1,959	$1,921	$1,585	$1,571

The amortized cost and market value of investment securities pledged to secure public funds deposited with the Bank at March 31, 2012 was $5.7 million and $5.8 million, respectively.  The amortized cost and market value of investment securities pledged to secure public funds deposited with the Bank at December 31, 2011 were $5.5 million and $5.7 million, respectively.

There were no sales of securities during the three months ended March 31, 2012 or 2011.

At March 31, 2012 the Bank owned $1.8 million of stock of the FHLB of Seattle. As a condition of membership in the FHLB, the Bank is required to purchase and hold a certain amount of FHLB stock, which is based, in part, upon the outstanding principal balance of advances from the FHLB and is calculated in accordance with the Capital Plan of the FHLB.  FHLB stock has a par value of $100 per share, is carried at cost, and is subject to impairment testing per ASC 320-10-35. The FHLB announced that it had a risk-based capital deficiency under the regulations of the Federal Housing Finance Agency (“FHFA”), its primary regulator, and that it would suspend future dividends and the repurchase and redemption of outstanding capital stock. In October 2010, the FHLB entered into a Stipulation and Consent to the Issuance of a Consent Order with

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the FHFA. The Stipulation and Consent provides that the FHLB of Seattle agrees to a Consent Order issued by the Finance Agency, which requires the bank to take certain specified actions related to its business and operations. The FHLB has communicated that it believes the calculation of risk-based capital under the current rules of the FHFA significantly overstates the market risk of the FHLB’s private label mortgage-backed securities in the current market environment and that it has enough capital to cover the risks reflected in the FHLB’s balance sheet. As a result, an “other than temporary impairment” has not been recorded for the Bank’s investment in FHLB stock. However, continued deterioration in the FHLB’s financial position may result in impairment in the value of those securities. Management will continue to monitor the financial condition of the FHLB as it relates to, among other things, the recoverability of the Bank’s investment.

Note 5 – Loans

Loans are summarized as follows:

(in thousands)	March 31,  2012		December 31, 2011
Real estate:
Permanent:
One- to four-family	$	24,005		$	24,554
Multifamily		2,913			2,951
Commercial nonresidential		70,964			70,926
Land		8,386			8,435
Construction:
One- to four-family		914			1,103
Commercial nonresidential		3,826			2,042

Commercial business		20,899		19,197
Consumer:
Home equity		11,117		11,532
Boat		4,613		5,011
Automobile		866		913
Other		938		1,102
Total loans	$	149,441	$	147,766

Impaired Loans.  Loans are deemed to be impaired when management determines that it is probable that all amounts due under the contractual terms of the loan agreements will not be collectible in accordance with the original loan agreement. All problem-graded loans are evaluated for impairment.  Impairment is measured by comparing the fair value of the collateral or discounted cash flows to the recorded investment in the loan.  Impaired loans include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

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Impaired loans are set forth in the following table as of March 31, 2012.

(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	-	$	-
Multifamily		655		655		-		655		-
Commercial nonresidential		7,462		4,869		2,508		7,377		473
Land		2,236		2,223		-		2,223		-
Construction:
One- to four-family		-		-		-		-		-
Commercial nonresidential		-		-		-		-		-
Commercial business		1,643		1,643		-		1,643		-
Consumer:
Home equity		40		40		-		40		-
Boat		-		-		-		-		-
Automobile		-		-		-		-		-
Other		-		-		-		-		-
Total	$	12,036	$	9,430	$	2,508	$	11,938	$	473

Impaired loans are set forth in the following table as of December 31, 2011.

(in thousands)	Unpaid Contractual Principal Balance		Recorded  Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	-	$	-
Multifamily		659		659		-		659		-
Commercial nonresidential		7,479		4,877		2,518		7,395		473
Land		2,237		2,224		-		2,224		-
Construction:
One- to four-family		-		-		-		-		-
Commercial nonresidential		-		-		-		-		-
Commercial business		1,626		1,626		-		1,626		-
Consumer:
Home equity		123		76		-		76		-
Boat		-		-		-		-		-
Automobile		-		-		-		-		-
Other		-		-		-		-		-
Total	$	12,124	$	9,462	$	2,518	$	11,980	$	473

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The following table presents interest income recognized and average recorded investment of impaired loans for the period ended:

	Three Months Ended March 31, 2012				Three Months Ended March 31, 2011
(in thousands)	Interest Income Recognized		Average Recorded  Investment		Interest Income Recognized		Average Recorded Investment
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	-
Multifamily		5		657		-		-
Commercial nonresidential		73		7,386		113		8,545
Land		19		2,224		25		2,021
Construction:
One- to four-family		-		-		-		-
Commercial nonresidential		-		-		-		-
Commercial business		8		1,635		5		682
Consumer:
Home equity		1		58		-		-
Boat		-		-		-		-
Automobile		-		-		-		-
Other		-		-		1		42
Total	$	106	$	11,960	$	144	$	11,289

Nonaccrual loans at March 31, 2012 and December 31, 2011, were as follows:

	March 31,		December 31,
(in thousands)	2012		2011
Commercial business	$	1,448	$	1,449
Real Estate:
Commercial nonresidential		957		957
Land		202		202
Consumer:
Home equity		-		37
Total	$	2,607	$	2,645

Troubled Debt Restructurings.  Troubled debt restructured loans are loans for which the Company, for economic or legal reasons related to the borrower’s financial condition, has granted a significant concession to the borrower that it would otherwise not consider.  The Company accounts for troubled debt restructurings in accordance with ASU No. 2011-02.  Troubled debt restructurings of certain receivables identified are deemed impaired under the guidance of Section 310-10-35 of ASU No. 2011-02.  As of March 31, 2012 and December 31,

17

2011, the recorded investment in receivables that have been modified in a troubled debt restructuring and that are impaired was $9.6 million, respectively.  Included in these amounts, the Company had $9.0 million and $9.6 million of troubled debt restructurings as of March 31, 2012 and December 31, 2011, respectively, which were performing in accordance with their modified loan terms.  The Company has not committed any additional amounts to lend to borrowers with loans considered to be troubled debt restructurings.

Modification Categories:  The Bank considers a variety of modifications to borrowers.  The types of modifications considered can generally be described in the following categories:

·   Rate Modification: A modification in which the interest rate is changed.

·   Term Modification:  A modification in which the maturity date, timing of payments, or frequency of payments is changed.

·   Interest Only Modification:  A modification in which the loan is converted to interest only payments for a period of time.

·   Payment Modification:  A modification in which the dollar amount of the payment is changed, other than an interest only modification described above.

·   Combination Modification:  Any other type of modification, including the use of multiple categories above.

The following tables present troubled debt restructurings by concession (terms modified) as of March 31, 2012:

(dollars in thousands)	Number of Contracts		Accrual Status		Non- Accrual Status		Total Modifications
Real Estate:
Commercial nonresidential		11	$	6,420	$	957	$	7,377
Land		3		400		202		602
Commercial business		4		175		1,427		1,602
Consumer:
Home equity		1		40		-		40
Total		19	$	7,035	$	2,586	$	9,621

The following tables present newly restructured loans that occurred during the three months ended March 31, 2012:

(in thousands)	Number of Contracts	Payment Modification
Real Estate:
Commercial nonresidential	1	$ 537

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There was one commercial business loan for $1.4 million and one commercial non-residential loan for $630,000 modified as a troubled debt restructuring within the previous 12 months for which there was a payment default.

The Bank’s policy is that loans placed in nonaccrual may be restored to accrual status when delinquent principal and interest payments are brought current and future monthly principal and interest payments are expected to be collected.  In general, the Bank’s policy refers to six months of payment performance as sufficient to warrant a return to accrual status.

An age analysis of past due loans, segregated by class of loans, as of March 31, 2012 were as follows:

(in thousands)	Loans 30-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	24,005	$	24,005	$	-
Multifamily		-		-		-		2,913		2,913		-
Commercial nonresidential		1,971		630		2,601		68,363		70,964		-
Land		36		-		36		8,350		8,386		-
Construction:
One- to four-family		-		-		-		914		914		-
Commercial nonresidential		-		-		-		3,826		3,826		-
Commercial business		20		-		20		20,879		20,899		-
Consumer:
Home equity		-		-		-		11,117		11,117		-
Boat		-		-		-		4,613		4,613		-
Automobile		10		-		10		856		866		-
Other		-		-		-		938		938		-
Total	$	2,037	$	630	$	2,667	$	146,774	$	149,441		-

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An age analysis of past due loans, segregated by class of loans, as of December 31, 2011 were as follows:

(in thousands)	Loans 30-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due  Loans		Current  Loans		Total  Loans		Accruing Loans 90 or More Days Past Due
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	24,554	$	24,554	$	-
Multifamily		-		-		-		2,951		2,951		-
Commercial nonresidential		229		-		229		70,697		70,926		-
Land		-		-		-		8,435		8,435		-
Construction:
One- to four-family		-		-		-		1,103		1,103		-
Commercial nonresidential		-		-		-		2,042		2,042		-
Commercial business		-		-		-		19,197		19,197		-
Consumer:
Home equity		38		37		75		11,457		11,532		-
Boat		17		-		17		4,994		5,011		-
Automobile		8		-		8		905		913		-
Other		-		-		-		1,102		1,102		-
Total	$	292	$	37	$	329	$	147,437	$	147,766		-

Credit Quality / Risk Rating System:  The Bank utilizes a risk rating system to segment the risk profile of its loan portfolio. As part of this on-going monitoring system of the credit quality of the Bank’s loan portfolio, management tracks certain credit quality indicators including trends in past due and nonaccrual loans, gross and net charge-offs, and movement in loan balances within the risk classifications.  The Bank’s risk rating system is comprised of nine ranges (1-9) based upon industry best practice and regulator definitions. A brief summary of the general characteristics of the nine risk classes is as follows:

·   Ratings 1-2: Include loans with the highest credit quality based upon financial performance, high net worth borrowers, an industry category with very positive trends, collateral of readily marketable government securities, time certificates or cash value of life insurance, and other strong financial performance ratios.

·   Ratings 3-4: Include loans with satisfactory financial performance, adequate liquidity and compare favorably to industry performance measurements.  Loans in these categories are typically secured by real estate, inventory, accounts receivable or other collateral that may not be as easily converted to cash.  Loans graded a 4 might, for example, be loans where the borrower’s business is tied to a cyclical or seasonal industry such as tourism or fishing.

·   Rating 5:  This is a “Pass/Watch” category requiring additional management attention.  These are performing loans where there is still no perception of unwarranted or undue credit risk, but because of external events in the marketplace, management change, a shift in financial

20

performance or other conditions, which if not addressed could cause further problems.  This is typically a temporary classification.

·   Rating 6:  These are “Special Mention” loans which are currently performing as agreed but have developed a financial weakness, which if not corrected, pose unwarranted risk to the institution. This classification is used when the degree of risk initially evaluated has increased beyond conditions that would have prevented the loan from being originated initially. Prompt corrective action is needed.

·   Rating 7:  These are “Substandard” loans which are no longer protected by adequate cash flow, net work, or collateral.  There is a well-defined weakness that jeopardizes the repayment of the debt and subjects the institution to the possibility of loss.  Loans in this category may or may not have specific valuation allowance assigned to the loan depending on conditions.

·   Ratings 8:  These are loans classified as “Doubtful” which, based upon a variety of negative conditions, will more than likely result in a loss if a set of events do not occur.  These loans have specific valuation allowance to the extent of the calculated impairment.

·   Ratings 9:  These are loans classified as “Loss”.  They are to be charged-off or charged-down because that repayment is uncertain or when the timing or value of payments cannot be determined.  This classification does not imply that the loan will never be paid, nor does it imply that there has been a forgiveness of debt, but does indicate that the value will not be carried on the books of the institution as an earning asset.

The loan portfolio, segmented by risk range at March 31, 2012, is shown below:

	Weighted Average Risk Grade
(in thousands)		1 - 4		5 - 6		7 - 9	Total Loans
Real estate:
Permanent:
One- to four-family	$	23,958	$	47	$	-	$	24,005
Multifamily		2,259		654		-		2,913
Commercial nonresidential		62,608		4,337		4,019		70,964
Land		5,834		333		2,219		8,386
Construction:
One- to four-family		914		-		-		914
Commercial nonresidential		3,826		-		-		3,826
Commercial business		18,276		1,078		1,545		20,899
Consumer:
Home equity		11,117		-		-		11,117
Boat		4,613		-		-		4,613
Automobile		866		-		-		866
Other		938		-		-		938
Total	$	135,209	$	6,449	$	7,783	$	149,441

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The loan portfolio, segmented by risk range at December 31, 2011, is shown below:

	Weighted Average Risk Grade
(in thousands)		1 - 4		5 - 6		7 - 9	Total Loans
Real estate:
Permanent:
One- to four-family	$	24,506	$	48	$	-	$	24,554
Multifamily		2,292		659		-		2,951
Commercial nonresidential		62,206		4,689		4,031		70,926
Land		5,879		333		2,223		8,435
Construction:
One- to four-family		1,103		-		-		1,103
Commercial nonresidential		2,042		-		-		2,042
Commercial business		16,524		1,118		1,555		19,197
Consumer:
Home equity		11,495		-		37		11,532
Boat		5,011		-		-		5,011
Automobile		913		-		-		913
Other		1,102		-		-		1,102
Total	$	133,073	$	6,847	$	7,846	$	147,766

The Bank’s Asset Classification Policy requires an ongoing quarterly assessment of the probable estimated losses in the portfolios.  The Bank’s Asset Classification Committee reviews the following information to analyze the credit risk inherent in the Bank’s portfolio:

·   All loans classified during the previous analysis. Current information as to payment history or actions taken to correct the deficiency is reviewed, and if justified, the loan is no longer classified. If conditions have not improved, the loan classification is reviewed to ensure that the appropriate action is being taken to mitigate loss.

·   Growth and composition of the portfolio.  The Committee considers changes in composition of loan portfolio and the relative risk of these loan portfolios in assessing the adequacy of the allowance.

·  Historical loan losses.  The Committee reviews the Bank’s historical loan losses and historical industry losses in considering losses inherent in the Bank’s loan portfolio.

·   Past due loans.  The Committee reviews loans that are past due 30 days or more, taking into consideration the borrower, nature of the collateral and its value, the circumstances that have caused the delinquency, and the likelihood of the borrower correcting the conditions that have resulted in the delinquent status. The Committee may recommend

22

more aggressive collection activity, inspection of the collateral, or no change in its classification.

·   Reports from the Bank’s managers and analysis of potential problem loans.  Lending managers may be aware of a borrower’s circumstances that have not yet resulted in any past due payments but has the potential for problems in the future.  Each lending manager reviews their respective lending unit’s loans and identifies any that may have developing weaknesses. This “self identification” process is an important component of maintaining credit quality, as each lender is accountable for monitoring as well as originating loans.

·   Current economic conditions. The Bank takes into consideration economic conditions in its market area, the state’s economy, and national economic factors that could influence the quality of the loan portfolio in general. The unique, isolated geography of the Bank’s market area of Southeast Alaska requires that each community’s economic activity be reviewed.  The Bank also reviews out of market economic data associated with participation loans and their respective markets.

·   Trends in the Bank’s delinquencies.  The Bank’s market area has seasonal trends and as a result, the portfolio tends to have similar fluctuations. Prior period statistics are reviewed and evaluated to determine if the current conditions exceed expected trends.

Theamount that is to be added to the allowance for loan losses is based upon a variety of factors.  An important component is a loss percentage set for each major category of loan that is based upon the Bank’s past loss experience.  In certain instances, the Bank’s own loss experience has been minimal, and the related loss factor is modified based on consideration of published national loan loss data.  The loss percentages are also influenced by economic factors as well as management experience.

Each individual loan, previously classified by management or newly classified during the quarterly review, is evaluated for loss potential, and any specific estimates of impairment are added to the overall required reserve amount.  As a result of the size of the Company, the size of the loan portfolio, and the relatively small number of classified loans, most members of the Asset Classification Committee are often familiar with the borrower, the collateral or the circumstances giving rise to the concerns.  For the remaining portion of the portfolio, comprised of “pass” loans, the loss percentages discussed above are applied to each loan category.

The calculated reserve amount as re-evaluated by management is compared to the actual amount recorded in the allowance at the end of each quarter, and a determination is made as to whether the allowance is adequate or needs to be increased.  Management increases the amount of the allowance for loan losses by charges to income and decreases it by loans (charged off) net of recoveries.

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The following table details activity in the allowance for loan losses by class for the quarter ended March 31, 2012.  Allocation of a portion of the allowance to one class of loans does not preclude its availability to absorb losses in other categories.

													Period end allowance amount allocated to:
(in thousands)	Beginning balance		Provision for loan losses			Charge offs			Recoveries		Ending balance		Loans individually evaluated for impairment		Loans collectively evaluated for impairment
Real estate:
Permanent:
One-to-four-family	$	102	$	2		$	-		$	-	$	104	$	-	$	104
Multifamily		5		-			-			-		5		-		5
Commercial nonresidential		1,223		(25	)		-			-		1,198		473		725
Land		13		-			-			-		13		-		13
Construction:
One-to-four-family		2		-			-			-		2		-		2
Multifamily		-		-			-			-		-		-		-
Commercial nonresidential		4		4			-			-		8		-		8
Commercial business		216		11			-			-		227		-		227
Consumer:
Home equity		26		47			(37	)		-		36		-		36
Boat		34		(4	)		-			1		31		-		31
Automobile		2		-			-			-		2		-		2
Other		3		(1	)		-			-		2		-		2
Unallocated		235		56			-			-		291		-		291
Total allowance for loan losses	$	1,865	$	90		$	(37	)	$	1	$	1,919	$	473	$	1,446

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The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2011.  Allocation of a portion of the allowance to one segment of loans does not preclude its availability to absorb losses in other categories.

													Period end allowance amount allocated to:
2011 (in thousands)	Beginning balance		Provision for loan losses			Charge offs			Recoveries		Ending balance		Loans individually evaluated for  impairment		Loans collectively evaluated for impairment
Real estate:
Permanent:
One-to-four-family	$	73	$	34		$	(15	)	$	-	$	92	$	-	$	92
Multifamily		14		1			-			-		15		-		15
Commercial non-residential		858		42			-			-		900		267		633
Land		11		(2	)		-			-		9		-		9
Construction:
One-to-four-family		4		-			-			-		4		-		4
Commercial nonresidential		3		(250	)		-			250		3		-		3
Commercial		537		30			(4	)		-		563		43		520
Consumer:
Home equity		23		(1	)		-			-		22		-		22
Boat		29		8			(4	)		-		33		-		33
Automobile		4		-			-			-		4		-		4
Other		3		-			-			-		3		-		3
Unallocated		24		198			-			-		222		-		222
Total allowance for loan losses	$	1,583	$	60		$	(23	)	$	250	$	1,870	$	310	$	1,560

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The Company’s recorded investment in loans as of March 31, 2012 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Company’s impairment methodology was as follows:

(in thousands)	Loans individually  evaluated for impairment		Loans collectively evaluated for impairment		Ending Balance
Real estate:
Permanent:
One-to-four-family	$	-	$	24,005	$	24,005
Multifamily		655		2,258		2,913
Commercial nonresidential		7,377		63,587		70,964
Land		2,223		6,163		8,386
Construction:
One-to-four-family		-		914		914
Commercial nonresidential		-		3,826		3,826
Commercial business		1,643		19,256		20,899
Consumer:
Home equity		40		11,077		11,117
Boat		-		4,613		4,613
Automobile		-		866		866
Other		-		938		938
Total loans	$	11,938	$	137,503	$	149,441

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The Company’s recorded investment in loans as of December 31, 2011 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Company’s impairment methodology was as follows:

2011 (in thousands)	Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Ending Balance
Real estate:
Permanent:
One-to-four-family	$	-	$	24,554	$	24,554
Multifamily		659		2,292		2,951
Commercial non-residential		7,395		63,531		70,926
Land		2,224		6,211		8,435
Construction:
One-to-four-family		-		1,103		1,103
Commercial nonresidential		-		2,042		2,042
Commercial		1,626		17,571		19,197
Consumer:
Home equity		76		11,456		11,532
Boat		-		5,011		5,011
Automobile		-		913		913
Other		-		1,102		1,102
Total loans	$	11,980	$	135,786	$	147,766

Note 6 – Capital Compliance

The Company and the Bank each signed agreements with their former regulator, the Office of Thrift Supervision (“OTS”), to consent to the issuance of an Order to Cease and Desist (individually an “Order” and collectively the “Orders”) effective September 30, 2010. The Orders are formal actions by the OTS requiring the Company and the Bank to continue to take corrective measures in a number of areas to strengthen their financial condition and operations.  As a result of the elimination of the OTS on July 21, 2011, compliance with the Orders is now determined by the Company’s new primary regulator, the Board of Governors of the Federal Reserve System (“Federal Reserve”), and the Bank’s new primary regulator, the Office of the Comptroller of the Currency (“OCC”).

27

Pursuant to the Order the Bank is required to maintain its Tier 1 (Core) Capital Ratio equal to or greater than 8% after providing for an adequate allowance for loan and lease losses and Total Risk-Based Capital Ratio equal to or greater than 12%.

At March 31, 2012, the Bank exceeded each of the Capital Ratio requirements of the Order.  Under OCC regulations, however, an institution that enters into a written order (such as the Order) is automatically deemed “adequately capitalized” for OCC purposes at March 31, 2012 regardless of the calculated amount.

The following table summarizes the Bank's regulatory capital position and minimum requirements of the Order at March 31, 2012:

(in thousands)	Capital	Capital Ratio
March 31, 2012:
Core Capital:
Actual	$20,192	12.15%
Required by the Order	13,299	8.00
Excess	$6,893	4.15%
Total Risk-Based Capital:
Actual	$21,845	16.55%
Required by the Order	15,837	12.00
Excess	$  6,008	4.55%

During the second quarter of 2010, pursuant to restrictions imposed on the Company and the Bank by the OTS, the Company suspended its dividend payments on its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”) issued under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program and its common stock and continued to defer these payments through December 31, 2010.  At December 31, 2010 accumulated deferred dividend payments on the Series A Preferred Stock were $150,000.  During the first quarter of 2011, the restrictions were lifted by the OTS and the Company has paid all dividends payable and deferred dividends payable through March 31, 2012 on its Series A Preferred Stock.  There can be no assurances that our regulators will approve such payments or dividends in the future.

At March 31, 2012, the Bank exceeded each of the three current minimum quantitative regulatory capital requirements under the “prompt corrective action” regulatory framework.  The following table summarizes the Bank's regulatory capital position and minimum requirements under the “prompt corrective action” regulatory framework at March 31, 2012 and December 31, 2011:

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(in thousands)	Capital	Capital Ratio
March 31, 2012:
Tangible Capital:
Actual	$20,192	12.15%
Required	2,493	1.50
Excess	$17,699	10.65%
Core Capital:
Actual	$20,192	12.15%
Required	6,649	4.00
Excess	$13,543	8.15%
Total Risk-Based Capital:
Actual	$21,845	16.55%
Required	10,558	8.00
Excess	$11,287	8.55%
December 31, 2011:
Tangible Capital:
Actual	$20,209	11.81%
Required	2,567	1.50
Excess	$17,642	10.31%
Core Capital:
Actual	$20,209	11.81%
Required	6,846	4.00
Excess	$13,363	7.81%
Total Risk-Based Capital:
Actual	$21,843	16.71%
Required	10,458	8.00
Excess	$11,385	8.71%

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Note 7 – Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period less treasury stock. Diluted EPS is calculated by dividing net income by the weighted-average number of common shares used to compute basic EPS plus the incremental amount of potential common stock from stock options, determined by the treasury stock method.

	Three Months Ended March 31,
(in thousands except for share and per share data)	2012			2011
Net income	$	174		$	145
Preferred stock dividends		(60	)		(62	)
Preferred stock discount accretion		(17	)		(16	)
Net income available to common shareholders	$	97		$	67
Weighted average common shares issued		655			655
Less treasury stock		(1	)		(1	)
Weighted average common shares outstanding		654			654
Net incremental shares		66			69
Weighted average common shares outstanding and incremental shares		720			723
Earnings per common share
Basic	$	0.15		$	0.10
Diluted	$	0.13		$	0.09

Options to purchase an additional 23,000 shares of common stock were not included in the computation of diluted earnings per share as of March 31, 2012 and 2011, respectively, because their exercise price resulted in them being anti-dilutive.  The warrant issued to the U.S. Treasury to purchase up to 175,772 shares of common stock was included in the computation of diluted EPS for the periods ended March 31, 2012 and 2011 because the warrant’s exercise price was less than the average market price of the Company’s common shares during the period.

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Note 8 – Preferred Stock

On February 6, 2009, as part of the TARP Capital Purchase Program, the Company entered into a Letter Agreement and Securities Purchase Agreement (collectively, the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”), pursuant to which the Company sold (i) 4,781 shares of the Company’s Series A Preferred Stock and (ii) a warrant (the “Warrant”) to purchase 175,772 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate issuance price of $4.8 million in cash.

The Series A Preferred Stock qualifies as Tier 1 capital and is entitled to cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The Series A Preferred Stock may be redeemed by the Company after three years. Prior to the end of three years, the Series A Preferred Stock may be redeemed by the Company only with proceeds from the sale of qualifying equity securities of the Company (a “Qualified Equity Offering”). The restrictions on redemption are set forth in the Certificate of Designation attached to the Statement of Establishment and Designation of Series of Preferred Stock, which amends the Company’s Articles of Incorporation (the “Certificate of Designation”).

The Warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal to $4.08 per share of the Common Stock.  Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant that it holds.

Pursuant to the terms of the Purchase Agreement, the ability of the Company to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its Junior Stock (as defined below) and Parity Stock (as defined below) is subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share ($0.10) declared on the Common Stock prior to February 6, 2009. The redemption, purchase or other acquisition of trust preferred securities of the Company or its affiliates also is restricted. These restrictions will terminate on the earlier of (a) the third anniversary of the date of issuance of the Series A Preferred Stock, (b) the date on which the Series A Preferred Stock has been redeemed in whole, and (c) the date Treasury has transferred all of the Series A Preferred Stock to third parties.

In addition, pursuant to the Certificate of Designation, the ability of the Company to declare or pay dividends or distributions on, or repurchase, redeem or otherwise acquire for consideration, shares of its Junior Stock and Parity Stock is subject to restrictions in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series A Preferred Stock.

During the second quarter of 2010, pursuant to restrictions imposed on the Company and the Bank by the OTS, the Company suspended its dividend payments on its Series A Preferred Stock and its Common Stock and continued to defer these payments through December 31, 2010.  At December 31, 2010 accumulated deferred dividend payments on Series A Preferred Stock were $150,000.  During the first quarter of 2011, the restrictions were lifted by the OTS and the Company has paid all dividends payable and deferred dividends payable through March 31, 2012

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on its Series A Preferred Stock.  There can be no assurances that our regulators will approve such payments or dividends in the future.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company the terms of which expressly provide that it ranks junior to the Series A Preferred Stock as to dividend rights and/or rights on liquidation, dissolution or winding up of the Company. “Parity Stock” means any class or series of stock of the Company the terms of which do not expressly provide that such class or series will rank senior or junior to the Series A Preferred Stock as to dividend rights and/or rights on liquidation, dissolution or winding up of the Company (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

In accordance with the relevant accounting pronouncements, the Company recorded the Series A Preferred Stock and Warrants within Shareholders’ Equity on the Consolidated Balance Sheets. The Series A Preferred Stock and Warrants were initially recognized based on their relative fair values at the date of issuance. As a result, the Series A Preferred Stock’s carrying value is at a discount to the liquidation value or stated value. In accordance with the SEC’s Staff Accounting Bulletin No. 68, Increasing Rate Preferred Stock, the discount is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging the imputed dividend cost against retained earnings and increasing the carrying amount of the Series A Preferred Stock by a corresponding amount. The discount is therefore being amortized over five years using a 6.71% effective interest rate. The total stated dividends (whether or not declared) and unstated dividend cost combined represents a period’s total preferred stock dividend, which is deducted from net income (loss) to arrive at net income (loss) available to common shareholders on the Condensed Consolidated Statements of Income.

The Company may not declare or pay dividends on its Common Stock or, with certain exceptions, repurchase Common Stock without first having paid all cumulative preferred dividends that are due.  If dividends on the Series A Preferred Stock are not paid for six quarters, whether or not consecutive, the Treasury has the right to appoint two members to the Board of Directors of the Company. There can be no assurances that our regulators will approve such payments or dividends in the future.

The Series A Preferred Stock and Warrants were initially recognized based on their relative fair values at the date of issuance in accordance with ASU 470-20, Debt with Conversion and Other Topics.  As a result, the value allocated to the Warrant is different than the estimated fair value of the Warrant as of the grant date. The following assumptions were used to determine the fair value of the Warrant as of the grant date:

Dividend yield 1.50%

Expected life (years) 10.0

Expected volatility 37%

Risk-free rate 3.05%

Fair value per warrant at grant date $ 4.15

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Note 9 – Commitments

Commitments to extend credit, including unused lines of credit, totaled $8.4 million and $10.6 million at March 31, 2012 and December 31, 2011, respectively.  Commitments to extend credit are arrangements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates (of less than one year) or other termination clauses and may require payment of a fee by the customer.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates creditworthiness for commitments on an individual customer basis.

Undisbursed loan proceeds, primarily for real estate construction loans, totaled $4.6 million and $4.2 million at March 31, 2012 and December 31, 2011, respectively.  These amounts are excluded from loan balances.

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

Forward-Looking Statements

This discussion contains forward-looking statements which are based on assumptions and describe future plans, strategies and expectations of the Company.  These forward-looking statements are generally identified by use of the word “believe,” “expect,” “intend,” anticipate,” “estimate,” “project,” or similar words.  The Company’s ability to predict results or the actual effect of future plans or strategies is uncertain.   These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs that may be impacted by deterioration in the housing and commercial real estate markets and may lead to increased losses and non-performing assets in our loan portfolio, result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; deposit flows; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; adverse changes in the securities markets; results of examinations by our banking regulators including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; the possibility that we will be unable to comply with the conditions imposed upon us in the Orders entered into with the OTS, as determined by its successors, the OCC for the Bank and the Federal Reserve for the Company; computer systems on which we depend could fail or experience a security breach, or the implementation of new technologies may not be successful; our ability to retain key members of our senior management team; legislative or regulatory changes such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) that adversely affect our business including changes in regulatory policies and principles, and the interpretation of regulatory capital or other rules; the time it may take to lease excess space in Company-owned buildings; future legislative changes in the United States Department of Treasury TARP Capital Purchase Program; and other risks detailed in our reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.  Accordingly, these factors should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements.  We undertake no responsibility to update or revise any forward-looking statements.

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Regulatory Matters

On September 28, 2010, the Company and the Bank each entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist with the OTS (individually an “Order” and collectively the “Orders”).  As a result of the elimination of the OTS on July 21, 2011, compliance with the Orders is now determined by the Company’s new primary regulator, the Federal Reserve, and the Bank’s new primary regulator, the OCC.  For purposes of this discussion regarding the Order, the Federal Reserve and the OCC are collectively referred to as the “Banking Regulators.”

Under the terms of the Orders, the Company and the Bank, without the prior written approval of the Banking Regulators, may not:

·   Increase assets during any quarter;

·   Pay dividends;

·   Increase brokered deposits;

·   Repurchase shares of the Company’s outstanding Common Stock;

·   Issue any debt securities or incur any debt (other than that incurred in the normal course of business); and

·   Make payments on any existing debt.

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

·   develop a capital plan for preserving and enhancing capital levels that is acceptable to the Banking Regulators;

·   develop a business plan for enhancing, measuring and maintaining profitability, increasing earnings, acceptable to the Banking Regulators;

·   submit a comprehensive plan for reducing classified assets, acceptable to the Banking Regulators;

·   develop and submit a policy for the management and maintenance of liquidity, which includes a contingency plan for anticipating funding needs and alternative funding sources, acceptable to the Banking Regulators;

·   develop and submit a plan to internally audit the nature, scope and risk of activities and operations, acceptable to the Banking Regulators;

·   revise and submit a plan to comply with applicable consumer and related compliance laws and regulations, including a risk assessment process to measure such compliance, acceptable to the Banking Regulators;

·   develop and submit a plan regarding information technology (“IT”) management, including a succession plan for key personnel, duties/responsibilities and training of IT personnel, acceptable to the Banking Regulators;

·   develop and implement a risk based IT audit program that complies with all laws and regulations;

·   develop and submit a plan for addressing contingency planning related to any back-up IT server(s);

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·   not appoint any new director or senior executive officer or change the responsibilities of any current senior executive officers without notifying the Banking Regulators;

·   not enter into, renew, extend or revise any compensation or benefit agreements for directors or senior executive officers;

·   not make any indemnification, severance or golden parachute payments;

·   not enter into any arrangement or contract with a third party service provider that is significant to the overall operation or financial condition of the Bank, or that is outside the normal course of business;

·   ensure the Bank’s compliance with applicable laws, rules, regulations and agency guidelines, including the terms of the order; and

·   prepare and submit progress reports to the Banking Regulators regarding compliance with the capital plan, business plan, certain classified assets.

The Orders will remain in effect until modified or terminated by the Banking Regulators.

All customer deposits remain fully insured to the fullest extent permitted by the FDIC. The Bank expects to continue to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.

For additional information regarding the terms of the Orders, please see our Form 8-K that we filed with the SEC on October 4, 2010.  Further, we may be subject to more severe future regulatory enforcement actions, including but not limited to civil money penalties, if we do not comply with the terms of the Orders.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed consolidated interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the financial statements.  The most significant estimates are the allowance for loan losses, valuation of real estate owned, valuation of deferred tax assets and valuation of mortgage servicing rights.  Actual results may differ from these estimates under different assumptions or conditions.

Accounting for the allowance for loan losses involves significant judgment and assumptions by management, which has a material impact on the carrying value of net loans.  Management considers this accounting policy to be a critical accounting policy. We maintain an allowance for loan losses consistent, in all material respects, with the GAAP guidelines outlined in ASC 450, Contingencies.  The allowance has three components: (i) a formula allowance for groups of homogeneous loans, (ii) a specific valuation allowance for identified problem loans and (iii) an unallocated allowance. Each of these components is based upon estimates that can change over time.  The formula allowance is based primarily on historical experience and as a result can differ from actual losses incurred in the future.  The history is reviewed at least quarterly and

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adjustments are made as needed.  Various techniques are used to arrive at specific loss estimates, including historical loss information, discounted cash flows and fair market value of collateral.  The use of these techniques is inherently subjective and the actual losses could be greater or less than the estimates.  For further details, see “Results of Operations - Provision for Loan Losses” included in this Form 10-Q.

The allowance for loan losses represents management's best estimate of incurred credit losses inherent in the Company's loan portfolio as of the balance sheet date. The estimate of the allowance is based on a variety of factors, including past loan loss experience, the current credit profile of borrowers, adverse situations that have occurred that may affect a borrower's ability to meet their financial obligations, the estimated value of underlying collateral, general economic conditions, and the impact that changes in interest rates and employment conditions have on a borrower's ability to repay adjustable-rate loans.

The fair value of impaired loans is determined using a discounted cash flow basis or the fair value of each loan’s collateral for collateral-dependent loans as determined, when possible, by an appraisal of the property, less estimated costs related to liquidation of the collateral.  The appraisal amount may also be adjusted for current market conditions.  Adjustments to reflect the fair value of collateral-dependent loans are a component in determining our best estimate of the allowance for loan losses.

Interest is generally not accrued on any loan when its contractual payments are more than 90 days delinquent unless collection of interest is considered probable.  In addition, interest is not recognized on any loan where management has determined that collection is not reasonably assured.  A nonaccrual loan may be restored to accrual status when delinquent principal and interest payments are brought current and future monthly principal and interest payments are expected to be collected.

Real estate owned and repossessed assets primarily represents real estate and other assets which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, real estate owned and repossessed assets are recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically performs valuations when possible, by an appraisal of the property, such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on real estate owned and repossessed assets are recognized within results of operations.

As of March 31, 2012 and December 31, 2011, the Company had recorded a net deferred income tax asset (which is included in other assets in the accompanying Condensed Consolidated Balance Sheets) of $507,000 and $544,000, respectively.  As of March 31, 2012 and December 31, 2011 the Company had a total valuation allowance of $94,000 against its deferred tax asset of $601,000 and $638,000, respectively, due to uncertainty about the Company’s ability to generate sufficient taxable income in the near term. The realization of deferred income tax assets is assessed and a valuation allowance is recorded if it is “more likely than not” that all or a portion

37

of the deferred tax asset will not be realized.  “More likely than not” is defined as greater than a 50% probability of occurrence.  All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed.  Management’s assessment is primarily dependent on historical taxable income and projections of future taxable income, which are directly related to the Company’s core earnings capacity and its prospects to generate core earnings in the future.  In assessing the need for a valuation allowance, we examine our historical cumulative trailing three-year pre-tax income (loss) quarterly.  If we have historical cumulative income, we consider this to be strong positive evidence.  To the extent we do not have cumulative income, we examine this to determine if there were any unusual or non-recurring items which would not be indicative of our operating results or expected to occur in the future.  The Company will not be able to recognize the tax benefits on future losses until it can show that it is more likely than not that it will generate enough taxable income in future periods to realize the benefits of its deferred tax asset and loss carryforwards.

The Company, however, cannot give any assurance that in the future its deferred tax asset will not be impaired further since such determination is based on projections of future earnings, which are subject to uncertainty and estimates that may change given uncertain economic outlook, banking industry conditions and other factors.

The Company accounts for MSR in accordance with ASC 860-50, Servicing Assets and Liabilities, which provides that changes in fair value will be reported in earnings in the period in which the change occurs.  See Note 2 of the Selected Notes to Condensed Consolidated Interim Financial Statements for information the Company’s methodology to estimate the fair value of MSR.

Recent Accounting Pronouncements

Financial Accounting Standards Board (“FASB”) ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , was issued in May 2011 as a result of the FASB and International Accounting Standards Board’s (IASB) goal to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards. The provisions of this Update are effective during the interim or annual periods beginning after December 15, 2011, and are to be applied prospectively. The adoption of the Update did not have a material effect on the Company’s consolidated financial statements, but the additional disclosures are included in Note 3 to the Selected Notes to Condensed Consolidated Interim Financial Statements.

FASB ASU 2011-05, Presentation of Comprehensive Income, was issued in June 2011 requiring that all non-owner changes in stockholders’ equity be presented either in a single continuous  statement of comprehensive income or in two separate but consecutive statements. This Update also requires that reclassification adjustments for items that are reclassified from other comprehensive income to net income be presented on the face of the financial statements. The

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provisions of this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and are to be applied retrospectively. Early adoption is permitted. The adoption of the Update did not have a material effect on the Company’s consolidated financial statements at the date of adoption. The Company has presented condensed consolidated statements of comprehensive income for the three months ended March 31, 2012 and 2011 as a separate statement immediately following the condensed consolidated statements of income for the three months ended March 31, 2012 and 2011.

FASB ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 , was issued in December 2011 updating and superseding certain pending paragraphs relating to the presentation on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. This Update is effective concurrent with ASU 2011-05, Presentation of Comprehensive Income, and will not have a material effect on the Company’s consolidated financial statements at the date of adoption.

Financial Condition

Total assets of the Company at March 31, 2012 were $166.9 million, a decrease of $5.2 million or 3.0%, from $172.1 million at December 31, 2011.  The decrease is primarily the result of a decrease in cash and cash equivalents due to a decrease in total deposits.

Loans (excluding loans held for sale and the allowance for loan losses) were $149.4 million at March 31, 2012, a $1.6 million, or 1.1%, increase from $147.8 million at December 31, 2011.  Commercial nonresidential construction loans increased $1.8 million, or 87.4%, to $3.8 million offset by a decline in permanent one-to-four family loans of $549,000, or 2.24%.  Loans held for sale were $162,000 at March 31, 2012, a $814,000 decrease from $976,000 at December 31, 2011.

Deposits decreased $6.6 million, or 4.5%, to $140.6 million at March 31, 2012, compared with $147.2 million at December 31, 2011.  The decrease is primarily the result of a seasonal decline   in demand deposit accounts.

The Bank began using CDARS deposits in 2005 as an alternative source of funds in addition to advances from the FHLB.  These are insured time deposits obtained through the nationwide Certificate of Deposit Account Registry Service.  They range in maturities from one month to three years, and are generally priced higher than locally obtained deposits but are generally less expensive than other brokered deposits.  Included in certificates of deposit were CDARS deposits of $272,000 at March 31, 2012 and $377,000 at December 31, 2011.  The Bank’s usage of CDARS is limited by OCC regulation.  The Bank is prohibited from obtaining additional brokered deposits by the Order.

Total shareholders’ equity increased by $124,000, or 0.6% to $20.7 million at March 31, 2012 from $20.5 million at December 31, 2011.  The increase was primarily attributable to net income

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of $174,000 for the three months ended March 31, 2012, offset by preferred stock dividends of $60,000.

Results of Operations

Net Income.  Net income excluding the preferred stock dividend and discount accretion for the first quarter of 2012 and 2011 was $174,000 and $145,000, respectively.  After preferred stock dividend and discount accretion of $60,000 and $62,000, net income available to common shareholders for the first quarter of 2012 and 2011 was $97,000 and $67,000, or $0.13 and $0.09 per diluted share, respectively.

For purposes of comparison, income can be separated into major components as follows:

	Three Months Ended March 31,
(in thousands)	2012			2011			Income Incr. (Decr.)
Net interest income	$	1,943		$	1,941		$	2
Noninterest income		413			342			71
Provision for loan losses		(90	)		(60	)		(30	)
Noninterest ex­pense		(1,979	)		(2,078	)		99
Income before provision    for income tax		287			145			142
Provision for income tax		(113	)		-			(113	)
Net income	$	174		$	145		$	29

Net Interest Income.  Net interest income for the first quarter of 2012 decreased $2,000 compared with the first quarter of 2011.  Average loans increased $5.1 million, or 3.6%, to $149.0 million for the first quarter of 2012 compared to $143.9 million for the first quarter of 2011.  At the same time, the yield on loans decreased 33 basis points (“bp”) for the first quarter of 2012 to 5.51% compared to 5.85% for the first quarter of 2011 as a result of a continued low interest rate environment.  Average interest bearing deposits decreased $1.4 million, or 1.2%, to $112.8 million for the first quarter of 2012 compared to $114.2 million for the first quarter of 2011.  The cost of average interest bearing liabilities declined 11 bp to 0.42% for the first quarter of 2012 compared to 0.53% for the first quarter of 2011.  The interest rate spread, which is the difference between the yield on average interest-earning assets and the average cost of interest-bearing liabilities, decreased eight bp to 4.80% for the first quarter 2012 compared to 4.88% for the first quarter of 2011.

Provision for Loan Losses.  The provision for loan losses increased to $90,000 for the first quarter of 2012, compared with $60,000 for the first quarter of 2011.  The provisions in these periods reflect management’s assessment of asset quality, overall risk, and estimated loan

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impairments and were considered appropriate in order to maintain the allowance for loan losses at a level that represents management’s best estimate of the probable credit losses inherent in the loan portfolio.  Net loan charge offs were $36,000 for the first quarter of 2012, compared with net loan recoveries of $227,000 for the first quarter of 2011.

Noninterest Income.  Noninterest income for the first quarter of 2012 increased $71,000, or 20.8%, to $413,000 compared with $342,000 for the first quarter of 2011.

The increase in noninterest income during the first quarter was primarily attributable to an increase in mortgage banking income.  Gain on sale of loans income increased $60,000 to $110,000 for the first quarter of 2012 compared with $50,000 for the first quarter of 2011 as a result of an increase in mortgage loans originated for sale.  Loans held for sale consist of both mortgage loans and commercial loans.

Noninterest Expense.   Noninterest expense for the first quarter of 2012 decreased $99,000, or 4.8%, to $2.0 million compared to $2.1 million for the comparable period in 2011.  The decrease was primarily related to a decrease in FDIC assessment costs.

Provision for income taxes:  Provision for income taxes was $113,000 for the first quarter of 2012 compared with no provision for income taxes for the first quarter of 2011.

Asset Quality

Nonaccrual loans were $2.6 million at both March 31, 2012 and at December 31, 2011.

Loans with balances totaling $11.9 million at March 31, 2012 and $12.0 million at December 31, 2011 were considered to be impaired.  At both March 31, 2012 and December 31, 2011, there were 23 impaired loans.  In evaluating the adequacy of the allowance for loan losses, total estimated impairments of $473,000 were specifically reserved on impaired loans at March 31, 2012 and December 31, 2011.

The following table reflects loan balances considered to be impaired by asset type at March 31, 2012 and December 31, 2011.

	March 31,		December 31,
(in thousands)	2012			2011
Commercial non residential	$	7,377		$	7,395
Permanent one- to four-family		-			-

Permanent multifamily		655		659
Land		2,223		2,224
Consumer		40		76
Commercial business		1,643		1,626
Total impaired loans	$	11,938	$	11,980

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At March 31, 2012, 97% of impaired loans totaling $11.5 million included loans to eight borrowers.  Additional information regarding these borrowers, by market area as of March 31, 2012 is provided in the following table:

		Loan Balance March 31, 2012
Loan Type	Market Area	(in thousands)
Land	Alaska	$   2,021
Commercial secured	Alaska	1,427
Permanent multifamily	Minnesota	655
Commercial real estate and Land	Alaska	1,735
Commercial real estate	Idaho	1,971
Commercial real estate	Alaska	2,366
Commercial real estate	Alaska	811
Commercial real estate	Idaho	537
Total – Impaired loans of eight largest credit relationships		$   11,523

The Bank had $754,000 and $880,000 of real estate owned and repossessed assets at March 31, 2012 and December 31, 2011, respectively.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, borrowings, and principal and interest payments on loans.  While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition.  The Company's primary investing activity is loan originations.  The Company maintains liquidity levels believed to be adequate to fund loan commitments, investment opportunities, deposit withdrawals and other financial commitments.  In addition, the Bank has available a line of credit with the FHLB generally equal to the lower of 25% of the Bank’s total assets, or pledged collateral of approximately $16.2 million at March 31, 2012, of which $12.7 million was unused.  There was $3.5 million and $3.0 million outstanding on the line at March 31, 2012 and December 31, 2011, respectively.

As disclosed in our Condensed Consolidated Statements of Cash Flows in Item 1 of this Quarterly Report on Form 10-Q, cash and cash equivalents decreased $6.7 million to $4.4 million as of March 31, 2012, from $11.1 million as of December 31, 2011.  Net cash provided by operating activities was $2.0 million for the three months ended March 31, 2012.  Net cash of $2.5 million used in investing activities during the three months ended March 31, 2012 consisted principally of loan originations, net of principal repayments and purchases of premises and equipment.  The $6.2 million of cash used in financing activities during the three months ended March 31, 2012 primarily consisted of a $5.2 million net decrease in demand and money market deposits.

42

At March 31, 2012, management had no knowledge of any trends, events or uncertainties that may have material effects on the liquidity, capital resources, or operations of the Company.

In accordance with the Order, the Company is subject to regulatory capital requirements separate from its banking subsidiary.  The Company and the Bank exceeded all of its regulatory capital requirements at March 31, 2012.  See Note 6 of the Selected Notes to Condensed Consolidated Interim Financial Statements contained herein for information regarding the Bank's regulatory capital position at March 31, 2012.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4.   Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures:  An evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of the registrant’s Chief Executive Officer, Chief Financial Officer and other members of the registrant’s senior management.  The registrant’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, the registrant’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the registrant in the reports it files or submits under the Act is (i) accumulated and communicated to the registrant’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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

(b)Changes in Internal Controls:  In the quarter ended March 31, 2012, the Company did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect these controls.

43

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company and its subsidiary may be a party to various legal proceedings incident to its or their business.  At March 31, 2012, there were no legal proceedings to which the Company or any subsidiary was a party, or to which any of their property was subject, which were expected by management to result in a material loss.

Item 1A. Risk Factors

There have not been any material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

44

Item 6.                      Exhibits

3.1     Articles of Incorporation of Alaska Pacific Bancshares, Inc. (1)

3.2     Statement of Establishment and Designations of Series of Preferred Stock for the Series A Preferred Stock (2)

3.3     Bylaws of Alaska Pacific Bancshares, Inc. (3)

4.1     Warrant For Purchase of shares of Common Stock (2)

4.2     Letter Agreement dated February 6, 2009 between Alaska Pacific Bancshares, Inc. and United States Department of the Treasury, will respect to the issuance and sale of the Series A Preferred Stock and the Warrant(2)

10.1     Employment Agreement with Craig E. Dahl (4)

10.2     Severance Agreement with Julie M. Pierce (9)

10.3     Severance Agreement with Thomas C. Sullivan (4)

10.4     Severance Agreement with Tammi L. Knight (4)

10.5     Severance Agreement with Christopher P. Bourque (9)

10.6     Alaska Federal Savings Bank 401(k) Plan (1)

10.7     Alaska Pacific Bancshares, Inc. Employee Stock Ownership Plan (4)

10.8     Alaska Pacific Bancshares, Inc. Employee Severance Compensation Plan (4)

10.9     Alaska Pacific Bancshares, Inc. 2000 Stock Option Plan (5)

10.10   Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan (7)

10.11   Form of Compensation Modification Agreement (2)

14         Code of Ethics (8)

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

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

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

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

101      The following materials from Alaska Pacific Banshares, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted on Extensible Business Reporting Language (XBRL) (a) Condensed Consolidated Balance Sheets; (b) Condensed  Consolidated Statements of Income; (c) Condensed Consolidated Statements of Comprehensive Income ; (d) Condensed Consolidated Statements of Cash Flows; and (e) Notes to Unaudited Condensed Consolidated Interim Financial Statements (10)

________________

(1)   Incorporated by reference to the registrant’s Registration Statement on Form SB-2 (333-74827).

(2)   Incorporated by reference to the registrant’s current report on Form 8-K filed on February 6, 2009.

45

(3)   Incorporated by reference to the registrant’s Current Report on Form 8-K filed on January 24, 2012.

(4)   Incorporated by reference to the registrant’s Annual Report on Form 10-KSB for the year ended December 31, 1999.

(5)   Incorporated by reference to the registrant’s annual meeting proxy statement dated May 5, 2000.

(6)   Incorporated by reference to the registrant’s quarterly report on Form 10-QSB for the quarterly period ended March 31, 2004.

(7)   Incorporated by reference to the registrant’s annual meeting proxy statement dated April 10, 2004.

(8)   Incorporated by reference to the registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2005

(9)   Incorporated by reference to the registrant’s quarterly report on Form 10-QSB for the quarterly period ended September 30, 2007.

(10)   Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under those sections.

46

SIGNATURES

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

Alaska Pacific Bancshares, Inc. 

May 14, 2012	/s/Craig E. Dahl
Date	Craig E. Dahl
	President and Chief Executive Officer

May 14, 2012	/s/Julie M. Pierce
Date	Julie M. Pierce
	Senior Vice President and Chief Financial Officer

47

EXHIBIT INDEX

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

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

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

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

101    The following materials from Alaska Pacific Banshares, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted on Extensible Business Reporting Language (XBRL) (a) Condensed Consolidated Balance Sheets; (b) Condensed  Consolidated Statements of Income; (c) Condensed Consolidated Statements of Comprehensive Income ; (d) Condensed Consolidated Statements of Cash Flows; and (e) Notes to Unaudited Condensed Consolidated Interim Financial Statements

48

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig E. Dahl, President and Chief Executive Officer, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Alaska Pacific Bancshares, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 14, 2012	/s/Craig E. Dahl
		Craig E. Dahl
		President and    Chief Executive Officer

49

EX-31.2

Exhibit 31.2

CERTIFICATION CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Julie M. Pierce, Senior Vice President and Chief Financial Officer, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Alaska Pacific Bancshares, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 14, 2012	/s/Julie M. Pierce
		Julie M. Pierce
		Senior Vice President and    Chief Financial Officer

50

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

OF ALASKA PACIFIC BANCSHARES, INC.

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), and in connection with the accompanying Quarterly Report on Form 10-Q, I hereby certify in my capacity as an officer of Alaska Pacific Bancshares, Inc. (“Company”) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 that:

·   The Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and

·   The information contained in the Report fairly presents, in all material respects, the Company’s financial condition and results of operations as of the dates and for the periods presented in the financial statements included in the Report.

May 14, 2012	/s/Craig E. Dahl
Date	Craig E. Dahl
	President and Chief Executive Officer

51

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

OF ALASKA PACIFIC BANCSHARES, INC.

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), and in connection with the accompanying Quarterly Report on Form 10-Q, I hereby certify in my capacity as an officer of Alaska Pacific Bancshares, Inc. (“Company”) the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 that:

·   The Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and

·   The information contained in the Report fairly presents, in all material respects, the Company’s financial condition and results of operations as of the dates and for the periods presented in the financial statements included in the Report.

May 14, 2012	/s/Julie M. Pierce
Date	Julie M. Pierce
	Senior Vice President and Chief Financial Officer

52

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2012

Fair Value Measurements

Fair Value Measurements

Note 3 – Fair Value Measurements

We have elected to record certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The GAAP standard (ASC 820, Fair Value Measurements and Disclosures) establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements.  The standard requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.  These two types of inputs create the following fair value hierarchy:

Level 1 - Unadjusted quoted prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

Level 3 - Instruments whose significant value drivers are unobservable.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following table sets forth the Company’s assets and liabilities by level within the fair value hierarchy that were measured at fair value on a recurring and non-recurring basis at March 31, 2012 and December 31, 2011.

(in thousands)	Fair Value		Quoted Prices in Active Markets for Identical Instruments  (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs  (Level 3)
March 31, 2012:
Recurring:
Available for sale securities:
Mortgage-backed securities	$	2,292	$	-	$	2,292	$	-
Municipal securities		1,959		-		1,959		-
U.S. government agencies		1,585		-		1,585		-
Mortgage servicing rights		1,085		-		-		1,085
Non-recurring:
Impaired loans		2,035		-		-		2,035
Real estate owned and repossessed assets		754		-		-		754
December 31, 2011:
Recurring:
Available for sale securities:
Mortgage-backed securities	$	2,421	$	-	$	2,421	$	-
Municipal securities		1,706		-		1,706		-
U.S. government agencies		1,587		-		1,587		-
Mortgage servicing rights		1,098		-		-		1,098
Non-recurring:
Impaired loans		2,045		-		-		2,045
Real estate owned and repossessed assets		880		-		-		880

For three months ended March 31, 2012, the changes in Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis were as follows:

(in thousands)	Mortgage Servicing Rights			Impaired Loans		Real Estate Owned and Repossessed Assets			For the Year Ended March 31,
Balance as of January 1, 2012	$	1,098		$	2,035	$	880		$	4,013
Net change in principal							(86	)		(86	)
Realized and Unrealized Net Gains (Losses) included in income		(13	)		-		(40	)		(53	)
Balance as of March 31, 2012	$	1,085		$	2,035	$	754		$	3,874

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2012, the significant unobservable inputs used in the fair value measurements were as follows:

	Fair Value at March 31, 2012 (in thousands)		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input
Mortgage servicing rights	$	1,085	Discounted Cash Flow	Weighted Average Constant Prepayment Rate		18.56	%
				Weighted Average Discount Rate		8.08	%
Impaired loans		2,035	Appraised value less cost to sell, net of discount	Discount Rate Range		10% - 30	%
Real estate owned and repossessed assets		754	Appraised value less cost to sell, net of discount	Discount Rate Range		10% - 30	%

The following table sets forth the estimated fair values of the Company’s financial instruments at March 31, 2012 and December 31, 2011:

(in thousands			Fair Value Measurements at March 31, 2012
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	4,386	$	4,386	$	-	$	-	$	4,386
Investment securities available for sale		5,836		-		5,836		-		5,836
Federal Home Loan Bank stock		1,784		-		1,784		-		1,784
Loans, including held for sale, net		147,684		-		-		130,693		130,693
Accrued interest receivable		573		-		573		-		573
Mortgage servicing rights		1,085		-		-		1,085		1,085
Financial Liabilities
Demand and savings deposits		108,354		-		108,354		-		108,354
Certificates of deposit		32,245		-		-		33,052		33,052
Federal Home Loan Bank Advances		3,500		-		-		3,611		3,611
Accrued interest payable		150		-		150		-		150

(in thousands			Fair Value Measurements at December 31, 2011
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents	$	11,058	$	11,058	$	-	$	-	$	11,058
Investment securities available for sale		5,714		-		5,714		-		5,714
Federal Home Loan Bank stock		1,784		-		1,784		-		1,784
Loans, including held for sale, net		148,742		-		-		129,941		129,941
Accrued interest receivable		585		-		585		-		585
Mortgage servicing rights		1,098		-		-		1,098		1,098
Financial Liabilities
Demand and savings deposits		113,611		-		113,611		-		113,611
Certificates of deposit		33,590		-		-		33,888		33,888
Federal Home Loan Bank Advances		3,000		-		-		3,111		3,111
Accrued interest payable		131		-		131		-		131

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash, cash equivalents, and accrued interest:  The fair value of cash and cash equivalents and accrued interest is estimated to be equal to the carrying value, due to their short-term nature.

Investment Securities:   Securities available-for-sale are recorded at fair value on a recurring basis.  Fair values are based on quoted market prices, where available.  If quoted market prices are not available, fair values are estimated based on quoted market prices of comparable instruments with similar characteristics.  Changes in fair market value are recorded in other comprehensive income.

Mortgage servicing rights:  MSR are measured at fair value on a recurring basis.  These assets are classified as Level 3 as quoted prices are not available and the Company uses a model derived valuation methodology to estimate the fair value of MSR obtained from an independent financial advisor on an annual basis.   The annual valuation is reviewed on a quarterly basis for significant changes in assumptions and current market rates.  The model pools loans into tranches of homogeneous characteristics and performs a present value analysis of the expected future cash flows.  The tranches are created by individual loan characteristics such as note rate, product type, and the remittance schedule.  Current market rate assumptions are utilized for discounting the future cash flows.

Impaired loans:  Impaired loans are measured at fair value on a non-recurring basis and included in the table are impaired loans with a current specific valuation allowance.  These assets are classified as Level 3 where significant value drivers are unobservable.  The fair value of impaired loans are determined using a discounted cash flow basis or the fair value of each loan’s collateral for collateral-dependent loans as determined by an appraisal of the property, less estimated costs related to liquidation of the collateral.  The appraisal amount may also be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business.  Impaired loans with a specific valuation allowance were $2.5 million at March 31, 2012 and December 31, 2011, respectively, with estimated reserves for impairment of $473,000 on both dates.

Real estate owned and repossessed assets:  The $754,000 in real estate owned and repossessed assets at March 31, 2012, represents impaired real estate and repossessed assets that have been adjusted to fair value. Real estate owned and repossessed assets primarily represents real estate and other assets which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, real estate owned and repossessed assets are recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell.  The fair value of real estate owned is determined by appraisal of the property, less estimated costs related to liquidation of the asset.  The appraisal amount may also be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the asset.  Fair value adjustments on real estate owned and repossessed assets are recognized in noninterest expense.

Federal Home Loan Bank (“FHLB”) stock:  The fair value of FHLB stock is considered to be equal to its carrying value, since it may be redeemed at that value.

Loans including held for sale, net:  The fair value of loans net of allowance for loan losses is estimated using present value methods which discount the estimated cash flows, including prepayments as well as contractual principal and interest, using current interest rates appropriate for the type and maturity of the loans.

Deposits and other liabilities:  For demand, money market and savings deposits and accrued interest payable, fair value is considered to be carrying value.

Certificates of deposit:  The fair value disclosed for demand deposits, savings, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date.  The fair values of fixed-rate certificates of deposit are estimated using present value methods and current offering rates for such deposits.

FHLB advances:  The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed-rate borrowings is estimated by discounting future cash flows using current interest rates for similar financial instruments.

XML

Mortgage Loan Servicing

3 Months Ended

Mar. 31, 2012

Mortgage Loan Servicing

Mortgage Loan Servicing

Note 2 – Mortgage Loan Servicing

The Company generally retains the right to service mortgage loans sold to others.  Loans serviced for others at March 31, 2012 and December 31, 2011 was $139.1 million and $138.5 million, respectively.  The Company accounts for mortgage servicing rights (“MSR”) in accordance with Accounting Standards Codification (“ASC”) 860-50, Servicing Assets and Liabilities, which provides an election to record changes in fair value to be reported in earnings in the period in which the change occurs.  The Company uses a model derived valuation methodology to estimate the fair value of MSR obtained from an independent financial advisor on an annual basis.  The annual valuation is reviewed on a quarterly basis for significant changes in assumptions and current market rates.  The model pools loans into tranches of homogeneous characteristics and performs a present value analysis of the expected future cash flows.  The tranches are created by individual loan characteristics such as note rate, product type, and the remittance schedule.  Current market rates are utilized for discounting the future cash flows.  Significant assumptions used in the valuation of the MSR include discount rates, projected repayment speeds, escrow calculations, ancillary income, delinquencies and option adjusted spreads.  

Key assumptions used in measuring the fair value of the MSR as of March 31, 2012 and 2011 were as follows:

(in thousands)	March 31,
	2012			2011
Constant prepayment rate		18.56	%		16.83	%
Discount rate		8.08	%		7.94	%
Weighted average life (years)		23.6			23.9

The change in the balance of mortgage servicing assets is included in the following table:

	Three Months Ended March 31,
(in thousands)	2012			2011
Balance beginning of period	$	1,098		$	1,242
Additions to servicing assets		70			31
Disposals of servicing assets		(70	)		(31	)
Fair value adjustment		(13	)		(7	)
Balance end of period	$	1,085		$	1,235

XML

Alaska Pacific Bancshares, Inc. and Subsidiary Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Assets
Cash and due from banks	$ 3,471	$ 8,307
Interest-earning deposits in financial institutions	915	2,751
Total cash and cash equivalents	4,386	11,058
Investment securities available for sale, at fair value	5,836	5,714
Federal Home Loan Bank stock	1,784	1,784
Loans held for sale	162	976
Loans	149,441	147,766
Less allowance for loan losses	(1,919)	(1,865)
Loans, net	147,522	145,901
Interest receivable	573	585
Premises and equipment, net	3,177	2,451
Real estate owned and repossessed assets, net	754	880
Mortgage servicing rights, at fair value	1,085	1,098
Other assets	1,602	1,610
Total Assets	166,881	172,057
Deposits:
Noninterest-bearing demand	28,648	31,748
Interest-bearing demand	32,147	33,033
Money market	26,727	27,843
Savings	20,832	20,987
Certificates of deposit	32,245	33,590
Total deposits	140,599	147,201
Federal Home Loan Bank advances	3,500	3,000
Advances from borrowers for taxes and insurance	1,199	691
Accounts payable and accrued expenses	454	331
Interest payable	150	131
Other liabilities	313	161
Total liabilities	146,215	151,515
Shareholders' Equity:
Preferred stock ($0.01 par value)	4,648	4,631
Common stock ($0.01 par value)	7	7
Additional paid-in capital	6,489	6,486
Treasury stock	(11)	(11)
Retained earnings	9,387	9,290
Accumulated other comprehensive income	146	139
Total shareholders' equity	20,666	20,542
Total Liabilities and Equity Capital	$ 166,881	$ 172,057

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Alaska Pacific Bancshares, Inc. and Subsidiary Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating Activities
Net income	$ 174	$ 145
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses	90	60
Gain on sale of loans	(110)	(50)
Fair value valuation adjustment on mortgage servicing rights	13	7
Depreciation and amortization	69	69
Amortization of fees, discounts, and premiums, net	(14)	(57)
Stock compensation expense	3	4
Loss on sale and impairment of real estate owned and repossessed assets	40	1
Loans originated for sale	(6,849)	(7,554)
Proceeds from sale of loans originated for sale	7,773	3,150
Cash provided by (used in) changes in operating assets and liabilities:
Accured interest receivable	12	5
Other assets	2	512
Advances from borrowers for taxes and insurance	508	507
Accured interest payable	19	(2)
Accounts payable and accrued expenses	123	(170)
Other liabilities	152	78
Net cash provided by (used in) operating activities	2,005	(3,295)
Investing Activities
Purchase of investment securities available for sale	(261)	(3,004)
Maturities and principal repayments of investment securities available for sale, net	145	141
Loan originations, net of principal repayments	(1,690)	(1,814)
Proceeds from sale of real estate owned and repossessed assets	86	601
Purchase of premises and equipment	(795)	(33)
Net cash (used in) investing activities	(2,515)	(4,109)
Financing Activities
Repayments on Federal Home Loan Bank advances		(1,500)
Proceeds from Federal Home Loan Bank advances	500
Net decrease in demand and savings deposits	(5,257)	(3,373)
Net decrease in certificates of deposit	(1,345)	(2,293)
Cash dividends paid	(60)	(181)
Net cash (used in) financing activities	(6,162)	(7,347)
Increase (Decrease) in cash and cash equivalents	(6,672)	(14,751)
Cash and cash equivalents at beginning of period	11,058	21,023
Cash and cash equivalents at end of period	4,386	6,272
Supplemental information:
Cash paid for interest	128	203
Net cash paid for (received from) income taxes	50	(116)
Net change in fair value of securities available for sale, net of tax	7	(23)
Accrued dividends on Series A preferred stock issued to United States Department of Treasury in Troubled Asset Relief Program Capital Purchase Plan	$ 31	$ 31

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Basis of Presentation

3 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Alaska Pacific Bancshares, Inc. (the “Company”) and its wholly owned subsidiary, Alaska Pacific Bank (the “Bank”), and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial institutions industry, where applicable.  All significant intercompany balances have been eliminated in the consolidation.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  They should be read in conjunction with the audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2011.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting.  The results of operations for the interim periods ended March 31, 2012 and 2011, are not necessarily indicative of the results which may be expected for an entire year or any other period.

Certain amounts in prior-period consolidated financial statements have been reclassified to conform to the current-period presentation.  These reclassifications had no effect on net income or shareholders’ equity.

The Company has evaluated events and transactions for potential recognition and disclosure through the day the financial statements were issued.

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Alaska Pacific Bancshares, Inc. and Subsidiary Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Assets
Investment securities available for sale, at amortized cost	$ 5,652	$ 5,546
Shareholders' Equity:
Preferred stock par value per share	$ 0.01	$ 0.01
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock liquidation value per share	$ 1,000	$ 1,000
Preferred stock shares issued	4,781	4,781
Preferred stock shares outstanding	4,781	4,781
Common stock par value per share	$ 0.01	$ 0.01
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	655,415	655,415
Common stock shares outstanding	654,486	654,486

XML

Document and Entity Information (USD $)	3 Months Ended
	Mar. 31, 2012
Document and Entity Information
Entity Registrant Name	ALASKA PACIFIC BANCSHARES INC
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001081860
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	654,486
Entity Public Float	$ 4,777,748
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Alaska Pacific Bancshares, Inc. and Subsidiary Condensed Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest Income
Loans	$ 2,053	$ 2,103
Investment securities	34	30
Interest-earning deposits with financial institutions	3	9
Total interest income	2,090	2,142
Interest Expense
Deposits	119	150
Federal Home Loan Bank advances	28	51
Total interest expense	147	201
Net Interest Income	1,943	1,941
Provision for loan losses	90	60
Net interest income after provision for loan losses	1,853	1,881
Noninterest Income
Mortgage servicing income	80	86
Service charges on deposit accounts	158	145
Other service charges and fees	65	61
Gain on sale of loans	110	50
Total noninterest income	413	342
Noninterest Expense
Compensation and benefits	1,090	1,123
Occupancy and equipment	345	351
Data processing	68	71
Professional and consulting fees	115	125
Marketing and public relations	40	46
Real estate owned and repossessed assets, net	70	3
FDIC assessment	27	134
Other noninterest expense	224	225
Total noninterest expense	1,979	2,078
Income before provision for income taxes	287	145
Provision for income taxes	113
Net Income	174	145
Preferred stock dividend and discount accretion
Preferred stock dividends	60	62
Preferred stock discount accretion	17	16
Net Income available to common shareholders	$ 97	$ 67
Income per common share:
Basic	$ 0.15	$ 0.10
Diluted	$ 0.13	$ 0.09

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Capital Compliance

3 Months Ended

Mar. 31, 2012

Capital Compliance

Capital Compliance

Note 6 – Capital Compliance

The Company and the Bank each signed agreements with their former regulator, the Office of Thrift Supervision (“OTS”), to consent to the issuance of an Order to Cease and Desist (individually an “Order” and collectively the “Orders”) effective September 30, 2010. The Orders are formal actions by the OTS requiring the Company and the Bank to continue to take corrective measures in a number of areas to strengthen their financial condition and operations.  As a result of the elimination of the OTS on July 21, 2011, compliance with the Orders is now determined by the Company’s new primary regulator, the Board of Governors of the Federal Reserve System (“Federal Reserve”), and the Bank’s new primary regulator, the Office of the Comptroller of the Currency (“OCC”).

Pursuant to the Order the Bank is required to maintain its Tier 1 (Core) Capital Ratio equal to or greater than 8% after providing for an adequate allowance for loan and lease losses and Total Risk-Based Capital Ratio equal to or greater than 12%.

At March 31, 2012, the Bank exceeded each of the Capital Ratio requirements of the Order.  Under OCC regulations, however, an institution that enters into a written order (such as the Order) is automatically deemed “adequately capitalized” for OCC purposes at March 31, 2012 regardless of the calculated amount.

The following table summarizes the Bank's regulatory capital position and minimum requirements of the Order at March 31, 2012:

(in thousands)	Capital	Capital Ratio
March 31, 2012:
Core Capital:
Actual	$20,192	12.15%
Required by the Order	13,299	8.00
Excess	$6,893	4.15%
Total Risk-Based Capital:
Actual	$21,845	16.55%
Required by the Order	15,837	12.00
Excess	$  6,008	4.55%

During the second quarter of 2010, pursuant to restrictions imposed on the Company and the Bank by the OTS, the Company suspended its dividend payments on its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”) issued under the Troubled Asset Relief Program (“TARP”) Capital Purchase Program and its common stock and continued to defer these payments through December 31, 2010.  At December 31, 2010 accumulated deferred dividend payments on the Series A Preferred Stock were $150,000.  During the first quarter of 2011, the restrictions were lifted by the OTS and the Company has paid all dividends payable and deferred dividends payable through March 31, 2012 on its Series A Preferred Stock.  There can be no assurances that our regulators will approve such payments or dividends in the future.

At March 31, 2012, the Bank exceeded each of the three current minimum quantitative regulatory capital requirements under the “prompt corrective action” regulatory framework.  The following table summarizes the Bank's regulatory capital position and minimum requirements under the “prompt corrective action” regulatory framework at March 31, 2012 and December 31, 2011:

(in thousands)	Capital	Capital Ratio
March 31, 2012:
Tangible Capital:
Actual	$20,192	12.15%
Required	2,493	1.50
Excess	$17,699	10.65%
Core Capital:
Actual	$20,192	12.15%
Required	6,649	4.00
Excess	$13,543	8.15%
Total Risk-Based Capital:
Actual	$21,845	16.55%
Required	10,558	8.00
Excess	$11,287	8.55%
December 31, 2011:
Tangible Capital:
Actual	$20,209	11.81%
Required	2,567	1.50
Excess	$17,642	10.31%
Core Capital:
Actual	$20,209	11.81%
Required	6,846	4.00
Excess	$13,363	7.81%
Total Risk-Based Capital:
Actual	$21,843	16.71%
Required	10,458	8.00
Excess	$11,385	8.71%

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Loans

3 Months Ended

Mar. 31, 2012

Loans {2}

Loans

Note 5 – Loans

Loans are summarized as follows:

(in thousands)	March 31,  2012		December 31, 2011
Real estate:
Permanent:
One- to four-family	$	24,005		$	24,554
Multifamily		2,913			2,951
Commercial nonresidential		70,964			70,926
Land		8,386			8,435
Construction:
One- to four-family		914			1,103
Commercial nonresidential		3,826			2,042
Commercial business		20,899			19,197
Consumer:
Home equity		11,117			11,532
Boat		4,613			5,011
Automobile		866			913
Other		938			1,102
Total loans	$	149,441		$	147,766

Impaired Loans.  Loans are deemed to be impaired when management determines that it is probable that all amounts due under the contractual terms of the loan agreements will not be collectible in accordance with the original loan agreement. All problem-graded loans are evaluated for impairment.  Impairment is measured by comparing the fair value of the collateral or discounted cash flows to the recorded investment in the loan.  Impaired loans include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

Impaired loans are set forth in the following table as of March 31, 2012.

(in thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	-	$	-
Multifamily		655		655		-		655		-
Commercial nonresidential		7,462		4,869		2,508		7,377		473
Land		2,236		2,223		-		2,223		-
Construction:
One- to four-family		-		-		-		-		-
Commercial nonresidential		-		-		-		-		-
Commercial business		1,643		1,643		-		1,643		-
Consumer:
Home equity		40		40		-		40		-
Boat		-		-		-		-		-
Automobile		-		-		-		-		-
Other		-		-		-		-		-
Total	$	12,036	$	9,430	$	2,508	$	11,938	$	473

Impaired loans are set forth in the following table as of December 31, 2011.

(in thousands)	Unpaid Contractual Principal Balance		Recorded  Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	-	$	-
Multifamily		659		659		-		659		-
Commercial nonresidential		7,479		4,877		2,518		7,395		473
Land		2,237		2,224		-		2,224		-
Construction:
One- to four-family		-		-		-		-		-
Commercial nonresidential		-		-		-		-		-
Commercial business		1,626		1,626		-		1,626		-
Consumer:
Home equity		123		76		-		76		-
Boat		-		-		-		-		-
Automobile		-		-		-		-		-
Other		-		-		-		-		-
Total	$	12,124	$	9,462	$	2,518	$	11,980	$	473

The following table presents interest income recognized and average recorded investment of impaired loans for the period ended:

	Three Months Ended March 31, 2012				Three Months Ended March 31, 2011
(in thousands)	Interest Income Recognized		Average Recorded  Investment		Interest Income Recognized		Average Recorded Investment
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	-
Multifamily		5		657		-		-
Commercial nonresidential		73		7,386		113		8,545
Land		19		2,224		25		2,021
Construction:
One- to four-family		-		-		-		-
Commercial nonresidential		-		-		-		-
Commercial business		8		1,635		5		682
Consumer:
Home equity		1		58		-		-
Boat		-		-		-		-
Automobile		-		-		-		-
Other		-		-		1		42
Total	$	106	$	11,960	$	144	$	11,289

Nonaccrual loans at March 31, 2012 and December 31, 2011, were as follows:

	March 31,		December 31,
(in thousands)	2012		2011
Commercial business	$	1,448	$	1,449
Real Estate:
Commercial nonresidential		957		957
Land		202		202
Consumer:
Home equity		-		37
Total	$	2,607	$	2,645

Troubled Debt Restructurings.  Troubled debt restructured loans are loans for which the Company, for economic or legal reasons related to the borrower’s financial condition, has granted a significant concession to the borrower that it would otherwise not consider.  The Company accounts for troubled debt restructurings in accordance with ASU No. 2011-02.  Troubled debt restructurings of certain receivables identified are deemed impaired under the guidance of Section 310-10-35 of ASU No. 2011-02.  As of March 31, 2012 and December 31, 2011, the recorded investment in receivables that have been modified in a troubled debt restructuring and that are impaired was $9.6 million, respectively.  Included in these amounts, the Company had $9.0 million and $9.6 million of troubled debt restructurings as of March 31, 2012 and December 31, 2011, respectively, which were performing in accordance with their modified loan terms.  The Company has not committed any additional amounts to lend to borrowers with loans considered to be troubled debt restructurings.

Modification Categories:  The Bank considers a variety of modifications to borrowers.  The types of modifications considered can generally be described in the following categories:

* Rate Modification:  A modification in which the interest rate is changed.

* Term Modification:  A modification in which the maturity date, timing of payments, or frequency of payments is changed.

* Interest Only Modification:  A modification in which the loan is converted to interest only payments for a period of time.

* Payment Modification:  A modification in which the dollar amount of the payment is changed, other than an interest only

                                               modification described above.

* Combination Modification:  Any other type of modification, including the use of multiple categories above.

The following tables present troubled debt restructurings by concession (terms modified) as of March 31, 2012:

(dollars in thousands)	Number of Contracts		Accrual Status		Non- Accrual Status		Total Modifications
Real Estate:
Commercial nonresidential		11	$	6,420	$	957	$	7,377
Land		3		400		202		602
Commercial business		4		175		1,427		1,602
Consumer:
Home equity		1		40		-		40
Total		19	$	7,035	$	2,586	$	9,621

The following tables present newly restructured loans that occurred during the three months ended March 31, 2012:

(in thousands)	Number of Contracts	Payment Modification
Real Estate:
Commercial nonresidential	1	$ 537

There was one commercial business loan for $1.4 million and one commercial non-residential loan for $630,000 modified as a troubled debt restructuring within the previous 12 months for which there was a payment default.

The Bank’s policy is that loans placed in nonaccrual may be restored to accrual status when delinquent principal and interest payments are brought current and future monthly principal and interest payments are expected to be collected.  In general, the Bank’s policy refers to six months of payment performance as sufficient to warrant a return to accrual status.

An age analysis of past due loans, segregated by class of loans, as of March 31, 2012 were as follows:

(in thousands)	Loans 30-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	24,005	$	24,005	$	-
Multifamily		-		-		-		2,913		2,913		-
Commercial nonresidential		1,971		630		2,601		68,363		70,964		-
Land		36		-		36		8,350		8,386		-
Construction:
One- to four-family		-		-		-		914		914		-
Commercial nonresidential		-		-		-		3,826		3,826		-
Commercial business		20		-		20		20,879		20,899		-
Consumer:
Home equity		-		-		-		11,117		11,117		-
Boat		-		-		-		4,613		4,613		-
Automobile		10		-		10		856		866		-
Other		-		-		-		938		938		-
Total	$	2,037	$	630	$	2,667	$	146,774	$	149,441		-

An age analysis of past due loans, segregated by class of loans, as of December 31, 2011 were as follows:

(in thousands)	Loans 30-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due  Loans		Current  Loans		Total  Loans		Accruing Loans 90 or More Days Past Due
Real estate:
Permanent:
One- to four-family	$	-	$	-	$	-	$	24,554	$	24,554	$	-
Multifamily		-		-		-		2,951		2,951		-
Commercial nonresidential		229		-		229		70,697		70,926		-
Land		-		-		-		8,435		8,435		-
Construction:
One- to four-family		-		-		-		1,103		1,103		-
Commercial nonresidential		-		-		-		2,042		2,042		-
Commercial business		-		-		-		19,197		19,197		-
Consumer:
Home equity		38		37		75		11,457		11,532		-
Boat		17		-		17		4,994		5,011		-
Automobile		8		-		8		905		913		-
Other		-		-		-		1,102		1,102		-
Total	$	292	$	37	$	329	$	147,437	$	147,766		-

Credit Quality / Risk Rating System:  The Bank utilizes a risk rating system to segment the risk profile of its loan portfolio. As part of this on-going monitoring system of the credit quality of the Bank’s loan portfolio, management tracks certain credit quality indicators including trends in past due and nonaccrual loans, gross and net charge-offs, and movement in loan balances within the risk classifications.  The Bank’s risk rating system is comprised of nine ranges (1-9) based upon industry best practice and regulator definitions. A brief summary of the general characteristics of the nine risk classes is as follows:

Ratings 1-2: Include loans with the highest credit quality based upon financial performance, high net worth borrowers, an industry category with very positive trends, collateral of readily marketable government securities, time certificates or cash value of life insurance, and other strong financial performance ratios.

Ratings 3-4: Include loans with satisfactory financial performance, adequate liquidity and compare favorably to industry performance measurements.  Loans in these categories are typically secured by real estate, inventory, accounts receivable or other collateral that may not be as easily converted to cash.  Loans graded a 4 might, for example, be loans where the borrower’s business is tied to a cyclical or seasonal industry such as tourism or fishing.

Rating 5:  This is a “Pass/Watch” category requiring additional management attention.  These are performing loans where there is still no perception of unwarranted or undue credit risk, but because of external events in the marketplace, management change, a shift in financial performance or other conditions, which if not addressed could cause further problems.  This is typically a temporary classification.

Rating 6:  These are “Special Mention” loans which are currently performing as agreed but have developed a financial weakness, which if not corrected, pose unwarranted risk to the institution. This classification is used when the degree of risk initially evaluated has increased beyond conditions that would have prevented the loan from being originated initially. Prompt corrective action is needed.

Rating 7:  These are “Substandard” loans which are no longer protected by adequate cash flow, net work, or collateral.  There is a well-defined weakness that jeopardizes the repayment of the debt and subjects the institution to the possibility of loss.  Loans in this category may or may not have specific valuation allowance assigned to the loan depending on conditions.

Ratings 8:  These are loans classified as “Doubtful” which, based upon a variety of negative conditions, will more than likely result in a loss if a set of events do not occur.  These loans have specific valuation allowance to the extent of the calculated impairment.

Ratings 9:  These are loans classified as “Loss”.  They are to be charged-off or charged-down because that repayment is uncertain or when the timing or value of payments cannot be determined.  This classification does not imply that the loan will never be paid, nor does it imply that there has been a forgiveness of debt, but does indicate that the value will not be carried on the books of the institution as an earning asset.

The loan portfolio, segmented by risk range at March 31, 2012, is shown below:

	Weighted Average Risk Grade
(in thousands)		1 - 4		5 - 6		7 - 9	Total Loans
Real estate:
Permanent:
One- to four-family	$	23,958	$	47	$	-	$	24,005
Multifamily		2,259		654		-		2,913
Commercial nonresidential		62,608		4,337		4,019		70,964
Land		5,834		333		2,219		8,386
Construction:
One- to four-family		914		-		-		914
Commercial nonresidential		3,826		-		-		3,826
Commercial business		18,276		1,078		1,545		20,899
Consumer:
Home equity		11,117		-		-		11,117
Boat		4,613		-		-		4,613
Automobile		866		-		-		866
Other		938		-		-		938
Total	$	135,209	$	6,449	$	7,783	$	149,441

The loan portfolio, segmented by risk range at December 31, 2011, is shown below:

	Weighted Average Risk Grade
(in thousands)		1 - 4		5 - 6		7 - 9	Total Loans
Real estate:
Permanent:
One- to four-family	$	24,506	$	48	$	-	$	24,554
Multifamily		2,292		659		-		2,951
Commercial nonresidential		62,206		4,689		4,031		70,926
Land		5,879		333		2,223		8,435
Construction:
One- to four-family		1,103		-		-		1,103
Commercial nonresidential		2,042		-		-		2,042
Commercial business		16,524		1,118		1,555		19,197
Consumer:
Home equity		11,495		-		37		11,532
Boat		5,011		-		-		5,011
Automobile		913		-		-		913
Other		1,102		-		-		1,102
Total	$	133,073	$	6,847	$	7,846	$	147,766

The Bank’s Asset Classification Policy requires an ongoing quarterly assessment of the probable estimated losses in the portfolios.  The Bank’s Asset Classification Committee reviews the following information to analyze the credit risk inherent in the Bank’s portfolio:

All loans classified during the previous analysis. Current information as to payment history or actions taken to correct the deficiency is reviewed, and if justified, the loan is no longer classified. If conditions have not improved, the loan classification is reviewed to ensure that the appropriate action is being taken to mitigate loss.

Growth and composition of the portfolio.   The Committee considers changes in composition of loan portfolio and the relative risk of these loan portfolios in assessing the adequacy of the allowance.

Historical loan losses.  The Committee reviews the Bank’s historical loan losses and historical industry losses in considering losses inherent in the Bank’s loan portfolio.

Past due loans.  The Committee reviews loans that are past due 30 days or more, taking into consideration the borrower, nature of the collateral and its value, the circumstances that have caused the delinquency, and the likelihood of the borrower correcting the conditions that have resulted in the delinquent status. The Committee may recommend more aggressive collection activity, inspection of the collateral, or no change in its classification.

Reports from the Bank’s managers and analysis of potential problem loans.  Lending managers may be aware of a borrower’s circumstances that have not yet resulted in any past due payments but has the potential for problems in the future.  Each lending manager reviews their respective lending unit’s loans and identifies any that may have developing weaknesses. This “self identification” process is an important component of maintaining credit quality, as each lender is accountable for monitoring as well as originating loans.

Current economic conditions. The Bank takes into consideration economic conditions in its market area, the state’s economy, and national economic factors that could influence the quality of the loan portfolio in general. The unique, isolated geography of the Bank’s market area of Southeast Alaska requires that each community’s economic activity be reviewed.  The Bank also reviews out of market economic data associated with participation loans and their respective markets.

Trends in the Bank’s delinquencies.  The Bank’s market area has seasonal trends and as a result, the portfolio tends to have similar fluctuations. Prior period statistics are reviewed and evaluated to determine if the current conditions exceed expected trends.

The amount that is to be added to the allowance for loan losses is based upon a variety of factors.  An important component is a loss percentage set for each major category of loan that is based upon the Bank’s past loss experience.  In certain instances, the Bank’s own loss experience has been minimal, and the related loss factor is modified based on consideration of published national loan loss data.  The loss percentages are also influenced by economic factors as well as management experience.

Each individual loan, previously classified by management or newly classified during the quarterly review, is evaluated for loss potential, and any specific estimates of impairment are added to the overall required reserve amount.  As a result of the size of the Company, the size of the loan portfolio, and the relatively small number of classified loans, most members of the Asset Classification Committee are often familiar with the borrower, the collateral or the circumstances giving rise to the concerns.  For the remaining portion of the portfolio, comprised of “pass” loans, the loss percentages discussed above are applied to each loan category.

The calculated reserve amount as re-evaluated by management is compared to the actual amount recorded in the allowance at the end of each quarter, and a determination is made as to whether the allowance is adequate or needs to be increased.  Management increases the amount of the allowance for loan losses by charges to income and decreases it by loans (charged off) net of recoveries.

The following table details activity in the allowance for loan losses by class for the quarter ended March 31, 2012.  Allocation of a portion of the allowance to one class of loans does not preclude its availability to absorb losses in other categories.

													Period end allowance amount allocated to:
(in thousands)	Beginning balance		Provision for loan losses			Charge offs			Recoveries		Ending balance		Loans individually evaluated for impairment		Loans collectively evaluated for impairment
Real estate:
Permanent:
One-to-four-family	$	102	$	2		$	-		$	-	$	104	$	-	$	104
Multifamily		5		-			-			-		5		-		5
Commercial nonresidential		1,223		(25	)		-			-		1,198		473		725
Land		13		-			-			-		13		-		13
Construction:
One-to-four-family		2		-			-			-		2		-		2
Multifamily		-		-			-			-		-		-		-
Commercial nonresidential		4		4			-			-		8		-		8
Commercial business		216		11			-			-		227		-		227
Consumer:
Home equity		26		47			(37	)		-		36		-		36
Boat		34		(4	)		-			1		31		-		31
Automobile		2		-			-			-		2		-		2
Other		3		(1	)		-			-		2		-		2
Unallocated		235		56			-			-		291		-		291
Total allowance for loan losses	$	1,865	$	90		$	(37	)	$	1	$	1,919	$	473	$	1,446

The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2011.  Allocation of a portion of the allowance to one segment of loans does not preclude its availability to absorb losses in other categories.

													Period end allowance amount allocated to:
2011 (in thousands)	Beginning balance		Provision for loan losses			Charge offs			Recoveries		Ending balance		Loans individually evaluated for  impairment		Loans collectively evaluated for impairment
Real estate:
Permanent:
One-to-four-family	$	73	$	34		$	(15	)	$	-	$	92	$	-	$	92
Multifamily		14		1			-			-		15		-		15
Commercial non-residential		858		42			-			-		900		267		633
Land		11		(2	)		-			-		9		-		9
Construction:
One-to-four-family		4		-			-			-		4		-		4
Commercial nonresidential		3		(250	)		-			250		3		-		3
Commercial		537		30			(4	)		-		563		43		520
Consumer:
Home equity		23		(1	)		-			-		22		-		22
Boat		29		8			(4	)		-		33		-		33
Automobile		4		-			-			-		4		-		4
Other		3		-			-			-		3		-		3
Unallocated		24		198			-			-		222		-		222
Total allowance for loan losses	$	1,583	$	60		$	(23	)	$	250	$	1,870	$	310	$	1,560

The Company’s recorded investment in loans as of March 31, 2012 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Company’s impairment methodology was as follows:

(in thousands)	Loans individually  evaluated for impairment		Loans collectively evaluated for impairment		Ending Balance
Real estate:
Permanent:
One-to-four-family	$	-	$	24,005	$	24,005
Multifamily		655		2,258		2,913
Commercial nonresidential		7,377		63,587		70,964
Land		2,223		6,163		8,386
Construction:
One-to-four-family		-		914		914
Commercial nonresidential		-		3,826		3,826
Commercial business		1,643		19,256		20,899
Consumer:
Home equity		40		11,077		11,117
Boat		-		4,613		4,613
Automobile		-		866		866
Other		-		938		938
Total loans	$	11,938	$	137,503	$	149,441

The Company’s recorded investment in loans as of December 31, 2011 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of the Company’s impairment methodology was as follows:

2011 (in thousands)	Loans individually evaluated for impairment		Loans collectively evaluated for impairment		Ending Balance
Real estate:
Permanent:
One-to-four-family	$	-	$	24,554	$	24,554
Multifamily		659		2,292		2,951
Commercial non-residential		7,395		63,531		70,926
Land		2,224		6,211		8,435
Construction:
One-to-four-family		-		1,103		1,103
Commercial nonresidential		-		2,042		2,042
Commercial		1,626		17,571		19,197
Consumer:
Home equity		76		11,456		11,532
Boat		-		5,011		5,011
Automobile		-		913		913
Other		-		1,102		1,102
Total loans	$	11,980	$	135,786	$	147,766

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Commitments

3 Months Ended

Mar. 31, 2012

Commitments

Commitments

Note 9 – Commitments

Commitments to extend credit, including unused lines of credit, totaled $8.4 million and $10.6 million at March 31, 2012 and December 31, 2011, respectively.  Commitments to extend credit are arrangements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates (of less than one year) or other termination clauses and may require payment of a fee by the customer.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates creditworthiness for commitments on an individual customer basis.

Undisbursed loan proceeds, primarily for real estate construction loans, totaled $4.6 million and $4.2 million at March 31, 2012 and December 31, 2011, respectively.  These amounts are excluded from loan balances.

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Earnings Per Share

3 Months Ended

Mar. 31, 2012

Earnings Per Share

Earnings Per Share

Note 7 – Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period less treasury stock. Diluted EPS is calculated by dividing net income by the weighted-average number of common shares used to compute basic EPS plus the incremental amount of potential common stock from stock options, determined by the treasury stock method.

	Three Months Ended March 31,
(in thousands except for share and per share data)	2012			2011
Net income	$	174		$	145
Preferred stock dividends		(60	)		(62	)
Preferred stock discount accretion		(17	)		(16	)
Net income available to common shareholders	$	97		$	67
Weighted average common shares issued		655			655
Less treasury stock		(1	)		(1	)
Weighted average common shares outstanding		654			654
Net incremental shares		66			69
Weighted average common shares outstanding and incremental shares		720			723
Earnings per common share
Basic	$	0.15		$	0.10
Diluted	$	0.13		$	0.09

Options to purchase an additional 23,000 shares of common stock were not included in the computation of diluted earnings per share as of March 31, 2012 and 2011, respectively, because their exercise price resulted in them being anti-dilutive.  The warrant issued to the U.S. Treasury to purchase up to 175,772 shares of common stock was included in the computation of diluted EPS for the periods ended March 31, 2012 and 2011 because the warrant’s exercise price was less than the average market price of the Company’s common shares during the period.

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Preferred Stock

3 Months Ended

Mar. 31, 2012

Preferred Stock

Preferred Stock

Note 8 – Preferred Stock

On February 6, 2009, as part of the TARP Capital Purchase Program, the Company entered into a Letter Agreement and Securities Purchase Agreement (collectively, the “Purchase Agreement”) with the United States Department of the Treasury (“Treasury”), pursuant to which the Company sold (i) 4,781 shares of the Company’s Series A Preferred Stock and (ii) a warrant (the “Warrant”) to purchase 175,772 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate issuance price of $4.8 million in cash.

The Series A Preferred Stock qualifies as Tier 1 capital and is entitled to cumulative dividends at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The Series A Preferred Stock may be redeemed by the Company after three years. Prior to the end of three years, the Series A Preferred Stock may be redeemed by the Company only with proceeds from the sale of qualifying equity securities of the Company (a “Qualified Equity Offering”). The restrictions on redemption are set forth in the Certificate of Designation attached to the Statement of Establishment and Designation of Series of Preferred Stock, which amends the Company’s Articles of Incorporation (the “Certificate of Designation”).

The Warrant has a 10-year term and is immediately exercisable upon its issuance, with an exercise price, subject to anti-dilution adjustments, equal to $4.08 per share of the Common Stock.  Treasury has agreed not to exercise voting power with respect to any shares of Common Stock issued upon exercise of the Warrant that it holds.

Pursuant to the terms of the Purchase Agreement, the ability of the Company to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its Junior Stock (as defined below) and Parity Stock (as defined below) is subject to restrictions, including a restriction against increasing dividends from the last quarterly cash dividend per share ($0.10) declared on the Common Stock prior to February 6, 2009. The redemption, purchase or other acquisition of trust preferred securities of the Company or its affiliates also is restricted. These restrictions will terminate on the earlier of (a) the third anniversary of the date of issuance of the Series A Preferred Stock, (b) the date on which the Series A Preferred Stock has been redeemed in whole, and (c) the date Treasury has transferred all of the Series A Preferred Stock to third parties.

In addition, pursuant to the Certificate of Designation, the ability of the Company to declare or pay dividends or distributions on, or repurchase, redeem or otherwise acquire for consideration, shares of its Junior Stock and Parity Stock is subject to restrictions in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series A Preferred Stock.

During the second quarter of 2010, pursuant to restrictions imposed on the Company and the Bank by the OTS, the Company suspended its dividend payments on its Series A Preferred Stock and its Common Stock and continued to defer these payments through December 31, 2010.  At December 31, 2010 accumulated deferred dividend payments on Series A Preferred Stock were $150,000.  During the first quarter of 2011, the restrictions were lifted by the OTS and the Company has paid all dividends payable and deferred dividends payable through March 31, 2012 on its Series A Preferred Stock.  There can be no assurances that our regulators will approve such payments or dividends in the future.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company the terms of which expressly provide that it ranks junior to the Series A Preferred Stock as to dividend rights and/or rights on liquidation, dissolution or winding up of the Company. “Parity Stock” means any class or series of stock of the Company the terms of which do not expressly provide that such class or series will rank senior or junior to the Series A Preferred Stock as to dividend rights and/or rights on liquidation, dissolution or winding up of the Company (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

In accordance with the relevant accounting pronouncements, the Company recorded the Series A Preferred Stock and Warrants within Shareholders’ Equity on the Consolidated Balance Sheets. The Series A Preferred Stock and Warrants were initially recognized based on their relative fair values at the date of issuance. As a result, the Series A Preferred Stock’s carrying value is at a discount to the liquidation value or stated value. In accordance with the SEC’s Staff Accounting Bulletin No. 68, Increasing Rate Preferred Stock, the discount is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging the imputed dividend cost against retained earnings and increasing the carrying amount of the Series A Preferred Stock by a corresponding amount. The discount is therefore being amortized over five years using a 6.71% effective interest rate. The total stated dividends (whether or not declared) and unstated dividend cost combined represents a period’s total preferred stock dividend, which is deducted from net income (loss) to arrive at net income (loss) available to common shareholders on the Condensed Consolidated Statements of Income.

The Company may not declare or pay dividends on its Common Stock or, with certain exceptions, repurchase Common Stock without first having paid all cumulative preferred dividends that are due.  If dividends on the Series A Preferred Stock are not paid for six quarters, whether or not consecutive, the Treasury has the right to appoint two members to the Board of Directors of the Company. There can be no assurances that our regulators will approve such payments or dividends in the future.

The Series A Preferred Stock and Warrants were initially recognized based on their relative fair values at the date of issuance in accordance with ASU 470-20, Debt with Conversion and Other Topics.  As a result, the value allocated to the Warrant is different than the estimated fair value of the Warrant as of the grant date. The following assumptions were used to determine the fair value of the Warrant as of the grant date:

Dividend yield 1.50%

Expected life (years) 10.0

Expected volatility 37%

Risk-free rate 3.05%

Fair value per warrant at grant date $4.15

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Alaska Pacific Bancshares, Inc. and Subsidiary Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net Income available to common shareholders	$ 97	$ 67
Other comprehensive income (loss):
Net unrealized income (loss) on investment securities, net of tax	7	(23)
Comprehensive income	$ 104	$ 44

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Investment Securities Available for Sale

3 Months Ended

Mar. 31, 2012

Investment Securities Available for Sale

Investment Securities Available for Sale

Note 4 – Investment Securities Available for Sale

Amortized cost and fair values of investment securities available for sale, including mortgage-backed securities, are summarized as follows:

(in thousands)	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
March 31, 2012:
Mortgage-backed securities:	$2,160	$132	$-	$2,292
Municipal securities:	1,921	39	(1)	1,959
U.S. government agencies	1,571	14	-	1,585
Total	$5,652	$185	($1)	$5,836
December 31, 2011:
Mortgage-backed securities:	$2,303	$118	$-	$2,421
Municipal securities:	1,668	38	-	1,706
U.S. government agencies	1,575	13	(1)	1,587
Total	$5,546	$169	($1)	$5,714

Available for sale securities at March 31, 2012 that have been in a continuous unrealized loss position are as follows:

	Impaired less than 12 months		Impaired 12 months or more		Total
(in thousands)	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
Municipal    securities	$257	$ (1)	$ -	$ -	$257	$(1)

Available for sale securities at December 31, 2011 that have been in a continuous unrealized loss position are as follows:

	Impaired less than 12 months		Impaired 12 months or more		Total
(in thousands)	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses
U.S. government Agencies	$499	$ (1)	$ -	$ -	$499	$(1)

There was one security with unrealized losses at March 31, 2012 and December 31, 2011 respectively, which was a municipal security; collectability of principal and interest is considered to be reasonably assured.  The fair values of individual securities fluctuate significantly with interest rates and with market demand for securities with specific structures and characteristics.  

Management does not consider these unrealized losses to be other than temporary because the Company does not intend to sell and the Company will likely not be required to sell.

No securities were designated as trading or held to maturity at March 31, 2012 or December 31, 2011.

The fair value and amortized cost of investment securities at March 31, 2012 is presented below by contractual maturity.  Actual maturities may vary as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

in thousands	Fair Value Mortgage Backed Securities	Amortized Cost Mortgage Back Securities	Fair Value Municipal Securities	Amortized Cost Municipal Securities	Fair Value U.S Government Agencies	Amortized Cost U.S Government Agencies
Maturing within 1 to 5 years	$7	$7	-	-	$500	$500
Maturing between 5 and 10 years	189	180	1,959	1,921	1,085	1,071
Maturing beyond 10 years	2,096	1,973	-	-	-	-
Total	$2,292	$2,160	$1,959	$1,921	$1,585	$1,571

The amortized cost and market value of investment securities pledged to secure public funds deposited with the Bank at March 31, 2012 was $5.7 million and $5.8 million, respectively.  The amortized cost and market value of investment securities pledged to secure public funds deposited with the Bank at December 31, 2011 were $5.5 million and $5.7 million, respectively.

There were no sales of securities during the three months ended March 31, 2012 or 2011.

At March 31, 2012 the Bank owned $1.8 million of stock of the FHLB of Seattle. As a condition of membership in the FHLB, the Bank is required to purchase and hold a certain amount of FHLB stock, which is based, in part, upon the outstanding principal balance of advances from the FHLB and is calculated in accordance with the Capital Plan of the FHLB.  FHLB stock has a par value of $100 per share, is carried at cost, and is subject to impairment testing per ASC 320-10-35. The FHLB announced that it had a risk-based capital deficiency under the regulations of the Federal Housing Finance Agency (“FHFA”), its primary regulator, and that it would suspend future dividends and the repurchase and redemption of outstanding capital stock. In October 2010, the FHLB entered into a Stipulation and Consent to the Issuance of a Consent Order with the FHFA. The Stipulation and Consent provides that the FHLB of Seattle agrees to a Consent Order issued by the Finance Agency, which requires the bank to take certain specified actions related to its business and operations. The FHLB has communicated that it believes the calculation of risk-based capital under the current rules of the FHFA significantly overstates the market risk of the FHLB’s private label mortgage-backed securities in the current market environment and that it has enough capital to cover the risks reflected in the FHLB’s balance sheet. As a result, an “other than temporary impairment” has not been recorded for the Bank’s investment in FHLB stock. However, continued deterioration in the FHLB’s financial position may result in impairment in the value of those securities. Management will continue to monitor the financial condition of the FHLB as it relates to, among other things, the recoverability of the Bank’s investment.