UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~March~~September 3130, 2009


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

For the transition period from to

Commission File Number: 000-51668

GREENVILLE FEDERAL FINANCIAL CORPORATION

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


Ohio		20-3742295

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~Indicate~~690 byWagner ~~check~~Avenue, ~~mark~~Greenville, ~~whether~~Ohio ~~the registrant (1) has filed all reports required to be filed by~~45331 ~~Section 13 or 15~~(d)Address of ~~the~~principal ~~Securities~~executive ~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~offices) ~~and (2) has been subject to such filing requirements for the past 90 days.~~

(937) 548-4158

~~Yes þ No o~~ (Issuer’s telephone number)

N/A

~~Indicate~~(Former byname, ~~check~~former ~~mark~~address ~~whether the registrant has submitted electronically~~ and ~~posted~~former onfiscal ~~its corporate website~~ year, if ~~any,~~changed ~~every~~since ~~Interactive~~last ~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this Chapter~~report) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).~~

~~Yes~~Indicate by check mark whether the registrant (1) ~~o No~~has filed all reports required to be filed by Section o13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ (Do not check if a smaller reporting company) ~~Smaller reporting company þ~~

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

~~Yes~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November ~~o No þ~~ 13, 2009, 2,297,851 shares of the small business issuer’s common stock, $0.01 par value, were issued and outstanding.

~~Indicate~~Greenville ~~the~~Federal ~~number~~Financial ~~of shares outstanding of each of the issuer’s classes of common stock, as of~~Corporation ~~the latest practicable date: As of May 12, 2009, 2,297,851 shares of the registrant’s common~~Index ~~stock, $0.01 par value, were outstanding.~~

Greenville Federal Financial Corporation


	Page

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Balance Sheets		3

Consolidated Statements of Operations		4

Consolidated Statements of Comprehensive Income (Loss)		5

Consolidated Statements of Cash Flows		6

Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures About Market Risk		22

Item 4T. Controls and Procedures		22

PART II — OTHER INFORMATION

Item 1. Legal Proceedings		23

Item 1A. Risk Factors		23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 3. Defaults Upon Senior Securities		23

Item 4. Submission of Matters to a Vote of Security Holders		23

Item 5. Other Information		23

Item 6. Exhibits		23

SIGNATURES		24

Exhibit 4
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Index

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Balance Sheets		3
	Consolidated Statements of Operations		4
	Consolidated Statements of Comprehensive Income (Loss)		5
	Consolidated Statements of Cash Flows		6
	Notes to Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 4T.	Controls and Procedures		19
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults Upon Senior Securities		20
Item 4.	Submission of Matters to a Vote of Security Holders		20
Item 5.	Other Information		20
Item 6.	Exhibits		20
SIGNATURES			22
EX-4
EX-31.1
EX-31.2
EX-32.1
EX-32.2

ITEM 1. Financial Statements

Greenville Federal Financial Corporation
Consolidated Balance Sheets
(In thousands, except share data)

	March 31,			June 30,
	September 30,			June 30,
	2009			~~2008~~2009
	(Unaudited)
ASSETS
Cash and due from banks	$	21,~~128~~873		$	1,~~601~~870
Interest-bearing deposits in other financial institutions		3,~~780~~225			52,~~619~~604
Cash and cash equivalents		5,~~908~~098			74,~~220~~474
Investment securities designated as available for sale — at market		12,073			16,157
Investment securities designated as available for sale — at fair value		12,036			11,888
Investment securities designated as held to maturity — at amortized cost		13			2,021
Investment securities designated as held to maturity — at fair value		8			11
Mortgage-backed securities designated as held to maturity — at amortized cost		2,029			1,280
Mortgage-backed securities designated as held to maturity — at amortized cost, fair value of $1,769 and $1,893 at September 30, 2009 and June 30, 2009, respectively		1,680			1,822
Loans receivable — net of allowance for loan losses of $575 and $583 at March 31, 2009 and June 30, 2008, respectively		91,723			89,851
Loans receivable — net of allowance for loan losses of $633 and $577 at September 30, 2009 and June 30, 2009, respectively		92,499			91,663
Office premises and equipment — at depreciated cost		1,~~988~~921			1,~~907~~958
Real estate acquired through foreclosure		~~672~~471			~~687~~559
Stock in Federal Home Loan Bank — at cost		2,003			12,~~976~~003
Cash surrender value of life insurance		4,~~115~~188			4,~~002~~151
Accrued interest receivable		~~466~~485			~~549~~511
Deferred federal income taxes		~~137~~143			~~157~~143
Prepaid expenses and other assets		~~394~~403			~~319~~387
Total assets	$	~~121~~120,~~521~~935		$	~~126~~119,~~126~~570
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits	$	7674,~~229~~944		$	8372,~~697~~918
Advances from the Federal Home Loan Bank		25,~~707~~896			1926,~~214~~903
Advances by borrowers for taxes and insurance		~~306~~299			~~398~~406
Accrued interest payable		~~142~~113			~~215~~111
Other liabilities		~~523~~671			~~691~~618
Accrued federal income taxes		—			55—
Total liabilities		~~102~~101,~~907~~923			~~104~~100,~~270~~956
Commitments and contingencies		—			—
Stockholders’ equity
Preferred stock — authorized 1,000,000 shares, $.01 par value; no shares issued		—			—
Common stock — authorized 8,000,000 shares of $.01 par value; 2,298,411 shares issued and 2,297,851 outstanding		23			23
Common stock — authorized 8,000,000 shares of $.01 par value; 2,298,411 shares issued and outstanding		23			23
Additional paid-in capital		9,108			9,021
Treasury Stock, at cost, 560 shares		(4	)		(4	)
Treasury Stock, at cost, 560 shares		(4	)		—
Additional paid-in capital		9,065			9,051
Retained earnings — restricted		10,~~118~~007			1310,~~443~~018
Shares acquired by Employee Stock Ownership Plan		(~~631~~541	)		(~~631~~541	)
Total stockholders’ equity		18,614			21,856
Accumulated comprehensive income, net of related tax benefits		462			67
Total liabilities and stockholders’ equity	$	121,521		$	126,126
Total stockholders’ equity		19,012			18,614
Total liabilities and stockholders’ equity	$	120,935		$	119,570

See notes to consolidated financial statements.

Greenville Federal Financial Corporation ~~Consolidated Statements of Operations (In thousands) (Unaudited)~~

	Three months ended						Nine months ended
	March 31,						March 31,
	2009			2008			2009			2008
Interest income
Loans	$	1,518		$	1,500		$	4,505		$	4,541
Mortgage-backed securities		30			22			70			69
Investment securities		134			254			483			898
Interest-bearing deposits and other		23			45			96			149
Total interest income		1,705			1,821			5,154			5,657
Interest expense
Deposits		385			572			1,289			1,811
Borrowings		236			256			643			885
Total interest expense		621			828			1,932			2,696
Net interest income		1,084			993			3,222			2,961
Provision for losses on loans		35			—			85			—
Net interest income after provision for losses on loans		1,049			993			3,137			2,961
Other income
Customer service charges		126			142			429			457
Gain on sale of real estate acquired through foreclosure		—			1			4			1
Other operating		55			63			203			193
Total other income		181			206			636			651
General, administrative and other expense
Employee compensation and benefits		607			517			1,784			1,558
Occupancy and equipment		113			96			309			282
Franchise taxes		35			50			131			167
Data processing		82			141			322			396
Advertising		12			19			49			52
Loss (gain) on redemption of investment securities		(3	)		—			5			—
Impairment charge on investment securities		482			—			3,329			—
Loss on sale of real estate acquired through foreclosure		10			—			10			—
Provision for loss on real estate acquired through foreclosure		10			22			193			22
Other operating		231			167			677			489
Total general, administrative and other expense		1,579			1,012			6,809			2,966
Income (loss) before income taxes		(349	)		187			(3,036	)		646
Federal incomes taxes
Current		22			(19	)		39			148
Deferred		—			70			—			33
Total federal income taxes		22			51			39			181
NET INCOME (LOSS)	$	(371	)	$	136		$	(3,075	)	$	465
Earnings (loss) per share — basic and diluted	$	(.17	)	$	0.06		$	(1.38	)	$	0.21
Dividends declared per share	$	0.07		$	0.07		$	0.21		$	0.21

Consolidated Statements of Operations

(In thousands, except share data)

(Unaudited)


	Three months ended
	September 30,
	2009			2008

Interest income
Loans	$	1,444		$	1,494
Mortgage-backed securities		23			17
Investment securities		120			178
FHLB stock dividend and other interest		25			45


Total interest income		1,612			1,734

Interest expense
Deposits		319			458
Borrowings		248			205


Total interest expense		567			663


Net interest income		1,045			1,071

Provision for losses on loans		70			—


Net interest income after provision for losses on loans		975			1,071

Other income
Customer service charges		145			156
Other operating		81			71


Total other income		226			227

General, administrative and other expense
Employee compensation and benefits		597			567
Occupancy and equipment		99			99
Franchise taxes		43			48
Data processing		82			145
Advertising		20			19
Other operating		280			205
Impairment charge on investment securities		—			1,392
Loss (gain) on redemption of investment securities		(3	)		4
Loss on real estate acquired through foreclosure		7			13

Total general, administrative and other expense		1,125			2,492


Income before income taxes		76			(1,194	)

Federal income taxes		14			54


Net income (Loss)	$	62		$	(1,248	)


Earnings (Loss) per share — basic and diluted	$	0.03		$	(0.56	)


Dividends declared per share	$	0.07		$	0.07

See notes to consolidated financial statements.

Greenville Federal Financial Corporation ~~Consolidated Statements of Comprehensive Income (Loss) (In thousands) (Unaudited)~~

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2009			2008			2009			2008
Net income (loss)	$	(371	)	$	136		$	(3,075	)	$	465
Other comprehensive income (losses), net of related tax benefits:
Unrealized holding gains (losses) on securities during the period, net of taxes (benefits) of $0,$(62), $0 and $(62) for the respective periods		—			(120	)		—			(120	)
Comprehensive income (loss)	$	(371	)	$	16		$	(3075	)	$	345
Accumulated comprehensive loss	$	—		$	(459	)	$	—		$	(459	)

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended
	September 30,
	2009		2008

Net income (loss)	$	62	$	(1,248	)

Other comprehensive income, net of related tax benefits:
Unrealized holding gains on securities during the period ending September 30, 2009		395		—


Comprehensive income (loss)	$	457	$	(1,248	)


Accumulated other comprehensive income	$	462	$	—

See notes to consolidated financial statements.

Greenville Federal Financial Corporation ~~Consolidated Statements of Cash Flows For the nine months ended March 31, 2009 and 2008 (In thousands) (Unaudited)~~

	2009			2008
Cash flows from operating activities:
Net income (loss) for the period	$	(3,075	)	$	465
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Accretion and amortization of premiums and discounts on investments and mortgage-backed securities — net		(2	)		(2	)
Amortization of deferred loan origination fees		(80	)		(33	)
Depreciation and amortization		98			94
Amortization of expense related to stock benefit plans		54			17
Amortization of mortgage servicing rights		23			22
Provision for losses on loans		85			—
Other-than-temporary impairment of investment securities designated as available for sale		3,329			—
Loss on redemption of investment securities		5			—
Provision for losses on real estate acquired through foreclosure		193			22
Loss on sale of real estate acquired through foreclosure		10			—
Gain on sale of real estate acquired through foreclosure		(4	)		(1	)
Federal Home Loan Bank stock dividends		(27	)		(25	)
Increase in cash surrender value of life insurance		(113	)		(114	)
Increase (decrease) in cash due to changes in:
Accrued interest receivable on loans		57			11
Accrued interest receivable on mortgage-backed securities		(3	)		1
Accrued interest receivable on investment securities and other		29			11
Prepaid expenses and other assets		(78	)		24
Accrued interest payable		(73	)		(164	)
Other liabilities		(168	)		538
Federal income taxes
Current		(55	)		—
Deferred		—			33
Net cash provided by operating activities		205			899
Cash flows provided by (used in) investing activities:
Purchases of investment securities designated as available for sale		—			(450	)
Proceeds from maturity of investment securities designated as held to maturity		2,008			9,007
Sale/redemption of investment securities		750			—
Purchases of mortgage-backed securities designated as held to maturity		(1,004	)		—
Proceeds from repayment of mortgage-backed securities		257			284
Loan principal repayments		9,693			9,675
Loan disbursements		(11,964	)		(11,999	)
Purchase of office equipment		(179	)		(7	)
Additions to real estate acquired through foreclosure		(14	)		—
Proceeds from sale of real estate acquired through foreclosure		224			85
Net cash provided by (used in) investing activities		(229	)		6,595
Net cash provided by (used in) operating and investing activities (balance carried forward)		(24	)		7,494

Consolidated Statements of Cash Flows

~~See~~For ~~notes~~the tothree ~~consolidated~~months ~~financial~~ended ~~statements.~~ September 30, 2009 and 2008

(In thousands)

(Unaudited)


	2009			2008

Cash flows from operating activities:
Net income (loss) for the period	$	62		$	(1,248	)
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion and amortization of premiums and discounts on investments and mortgage-backed securities — net		2			(1	)
Amortization of deferred loan origination fees		(51	)		(16	)
Depreciation and amortization		37			30
Amortization of mortgage servicing rights		8			4
Other-than-temporary impairment of investment securities designated as available for sale		—			1,392
Loss on redemption of investment security		(3	)		4
Provision for losses on loans		70			—
(Gain) Loss on real estate acquired through foreclosure		7			13
Federal Home Loan Bank stock dividends		—			(27	)
Increase in cash surrender value of life insurance		(37	)		(40	)
Increase (decrease) in cash due to changes in:
Accrued interest receivable on loans		22			24
Accrued interest receivable on mortgage-backed securities		1			1
Accrued interest receivable on investment securities and other		3			5
Prepaid expenses and other assets		(24	)		(19	)
Accrued interest payable		2			(38	)
Stock Option expense		3			6
Retention Share expense		11			12
Other liabilities		53			(297	)
Federal income taxes
Current		—			11
Deferred		—			—


Net cash provided by (used in) operating activities		166			(184	)

Cash flows provided by (used in) investing activities:
Proceeds from redemption of investment securities available for sale		250			250
Proceeds from maturity of investment securities designated as held to maturity		—			1,002
Proceeds from repayment of mortgage-backed securities		143			62
Proceeds from sale of real estate acquired through foreclosure		173			—
Loan principal repayments		2,471			3,105
Loan disbursements		(3,418	)		(3,493	)
Additions to real estate acquired through foreclosure		—			(4	)


Net cash provided by (used in) investing activities		(381	)		922


Net cash provided by (used in) operating and investing activities (balance carried forward)		(215	)		738

continued

Greenville Federal Financial Corporation Consolidated Statements of Cash Flows (Continued) For the ~~nine~~three months ended ~~March~~September 3130, 2009 and 2008 (In thousands) (Unaudited)

	2009			2008
Net cash provided by (used in) operating and investing activities (balance brought forward)	$	(24215	)	$	~~7,494~~738
Cash flows used in financing activities:
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposit accounts		(7,468	)		677
Net increase in deposit accounts		2,026			(1,784	)
Proceeds from Federal Home Loan Bank advances		91,~~500~~000			~~30,000~~—
Repayments of Federal Home Loan Bank advances		(32,007	)		(351,~~146~~009	)
Advances by borrowers for taxes and insurance		(92107	)		(8597	)
Shares acquired by 2006 Equity Plan		—			(183	)
Dividends on common stock		(73	)		(72	)
Purchase of treasury shares		(4	)		—
Net cash provided by (used in) financing activities		839			(2,962	)
Dividends on common stock		(217	)		(217	)
Net increase (decrease) in cash and cash equivalents		624			(2,224	)
Net cash used in financing activities		(1,288	)		(4,954	)
Cash and cash equivalents at beginning of period		4,474			7,220
Net increase (decrease) in cash and cash equivalents		(1,312	)		2,540
Cash and cash equivalents at end of period	$	5,098		$	4,996
Cash and cash equivalents at beginning of period		7,220			3,527
Cash and cash equivalents at end of period	$	5,908		$	6,067
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowings	$	~~2,005~~566		$	~~2,860~~701
Federal income taxes	$	92—		$	8340
Supplemental disclosure of noncash investing activities:
Transfers from loans to real estate acquired through foreclosure	$	~~394~~92		$	—173
Unrealized gains (losses) on securities designated as available for sale, net of related tax effects	$	—		$	(120	)
Unrealized losses on securities designated as available for sale, net of related tax benefits	$	395		$	—

See notes to consolidated financial statements.

Greenville Federal Financial Corporation ~~Notes to Consolidated Financial Statements For the nine- and three-month periods ended March 31, 2009 and 2008~~

Notes to Consolidated Financial Statements

For the three-month periods ended September 30, 2009 and 2008

Note 1: Basis of Presentation

Greenville Federal Financial Corporation (the “Corporation” or “GFFC”) is the federally chartered savings and loan holding company of Greenville Federal and was formed upon the completion of the conversion of Greenville Federal into the stock form of organization and its reorganization into the mutual holding company structure (the “Reorganization”) pursuant to Greenville Federal’s Third Amended Plan of Reorganization and Stock Issuance Plan (the “Plan”). Pursuant to the Plan, on January 4, 2006, Greenville Federal converted into the stock form of ownership and issued all of its outstanding stock to the Corporation, and the Corporation sold 45% of its outstanding common stock, at $10.00 per share, to Greenville Federal’s depositors and others, including a newly formed employee stock ownership plan (“ESOP”), and 55% of its outstanding common stock to Greenville Federal MHC, a federally chartered mutual holding company.

Greenville Federal, located in Greenville, Ohio, conducts a general banking business in west-central Ohio, which consists of attracting deposits from the general public and applying those funds to the origination of loans for residential, consumer and nonresidential purposes. Greenville Federal’s profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by Greenville Federal can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management’s control.

The accompanying unaudited consolidated financial statements were prepared in accordance with ~~the~~ the instructions for Form 10-Q and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in ~~conformity~~ conformity with accounting principles generally accepted in the United States of America. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of GFFC included in the Form 10-K as of and for the year ended June 30, ~~2008~~2009. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the financial statements have been included. The results of operations for the ~~nine-month and~~ three-month ~~periods~~ period ended ~~March~~September 3130, 2009, are not necessarily indicative of the results which may be expected for the entire fiscal year. Subsequent events have been reviewed through November 16, 2009, which is the date the Company filed the Form 10-QSB with the U.S. Securities and Exchange Commission (“SEC”).

Note 2: Principles of Consolidation

The consolidated financial statements include the accounts of GFFC and Greenville Federal. All significant intercompany balances and transactions have been eliminated in consolidation.

Note 3: Earnings Per Share

Basic earnings per common share is computed based upon the weighted-average number of common shares outstanding during the ~~period~~year, less 5854,~~543~~034 and 6763,~~553~~044 weighted-average shares as of ~~March~~September 3130, ~~2009~~ 2009 and 2008, respectively, in the Corporation’s Employee Stock Ownership Plan (“ESOP”) that are unallocated and not committed to be released.

Greenville Federal Financial Corporation Notes to Consolidated Financial Statements ~~For the nine- and three-month periods ended March 31, 2009 and 2008~~

Weighted-average common shares deemed outstanding totaled 2,~~224~~230,~~471~~909 and 2,~~214~~220,~~602~~219 for the three months ended ~~March~~September 3130, 2009 and 2008, respectively. ~~Weighted-average common shares deemed~~ ~~outstanding totaled 2,222,371 and 2,218,787 for the nine months ended March 31, 2009 and 2008, respectively.~~

Diluted earnings per common share include the dilutive effect of all additional potential common shares issuable. Weighted-average common shares deemed outstanding for purposes of computing diluted earnings per share totaled 2,~~224~~230,~~471~~909 and 2,~~222~~220,~~371~~219 for the three-month ~~and nine-month~~ periods ended ~~March~~ September 3130, 2009 and 2008, respectively. ~~There~~Options ~~were~~to 74purchase 52,~~800~~400 ~~options~~shares ~~that~~of ~~were~~common ~~excluded~~stock ~~from~~at ~~the~~$9.45 ~~computation~~per ofshare ~~diluted~~and ~~earnings~~28,000 ~~per~~shares ~~share~~at ~~for~~$4.13 ~~the~~per ~~three-month~~share ~~and~~were ~~nine-month~~outstanding ~~periods~~at ~~ended March~~September 3130, 2009, but were excluded from the computation of diluted earnings per share because their exercise price was greater than the average fair value. At September 30, 2008, there were 74,800 shares of common stock at $9.45 per share that were outstanding and excluded from the computation of diluted earnings per share.

Note 4: Recent Accounting Developments

In ~~September~~December ~~2006~~2007, the FASB issued ~~SFAS~~ASC ~~No. 157~~805 (revised 2007), “~~Fair~~Business ~~Value Measurements.~~Combinations” ~~SFAS No~~. ~~157~~ ~~defines~~The Statement ~~fair~~applies ~~value,~~to ~~establishes~~all atransactions ~~framework~~or ~~for~~other ~~measuring~~events ~~fair~~in ~~value~~which ~~and~~one ~~expands~~entity ~~disclosures~~obtains ~~about~~control ~~fair value~~of ~~measurements.~~one ~~SFAS~~or Nomore businesses. ~~157~~ ~~emphasizes~~It ~~that~~requires ~~fair~~all ~~value~~assets isacquired, aliabilities ~~market-based~~assumed ~~measurement~~ and ~~should~~ beany ~~determined~~noncontrolling ~~based~~interest onto be ~~assumptions~~measured ~~that~~at afair ~~market~~value ~~participant~~at ~~would~~the ~~use~~acquisition ~~when pricing an asset or liability~~date. ~~SFAS~~The ~~No. 157~~Statement ~~clarifies~~requires ~~that~~certain ~~market~~costs ~~participant~~such ~~assumptions should include~~as ~~assumptions~~acquisition-related ~~about~~costs ~~risk~~that aswere ~~well~~previously recognized as ~~the~~a ~~effect~~component of ~~a restriction on~~ the ~~sale~~purchase orprice, ~~use of an asset.~~and ~~Additionally,~~expected ~~SFAS~~restructuring ~~No. 157~~costs ~~establishes a fair value hierarchy~~ that ~~provides~~were ~~the~~previously ~~highest~~recognized ~~priority~~as ~~to quoted~~an ~~prices~~assumed inliability, ~~active markets and the lowest priority~~ to ~~unobservable~~be recognized ~~data.~~separately Asfrom ~~discussed in Note 6,~~ the ~~Corporation~~acquisition ~~adopted SFAS No. 157, effective July 1, 2008,~~ as ~~required,~~an ~~without~~expense ~~material effect~~when ~~on the Corporation’s statements of financial condition or results of operations~~incurred.

InASC ~~February 2007,~~805 ~~the~~applies ~~FASB~~prospectively ~~issued~~to ~~SFAS~~business ~~No. 159,~~combinations ~~“The~~for ~~Fair~~which ~~Value~~the ~~Option~~acquisition ~~for~~date ~~Financial~~is ~~Assets~~on ~~and~~or ~~Financial~~after ~~Liabilities~~the —beginning ~~Including~~of anthe ~~Amendment~~first ofannual ~~FASB~~reporting ~~Statement~~period ~~No. 115.”~~beginning ~~SFAS~~on ~~No.~~or after December ~~159~~15, ~~allows~~2008 ~~companies~~and may not be applied before that date. Concurrent with ASC 805, the ~~choice~~FASB torecently ~~measure~~issued ~~many~~ASC 810-10-65-1, ~~financial~~“Noncontrolling ~~instruments~~Interests ~~and~~in ~~certain~~Consolidated ~~other~~Financial ~~items~~Statements, atan ~~fair~~Amendment ~~value.~~of ARB ~~The~~51”. ~~objective~~This isstatement amends ARB 51 to ~~improve~~establish ~~financial~~accounting and reporting bystandards ~~providing~~for ~~entities~~the noncontrolling ~~with~~interest ~~the~~(formerly ~~opportunity~~known ~~to mitigate~~as ~~volatility~~minority interest) in ~~reported~~a ~~earnings~~subsidiary ~~caused~~and for the deconsolidation of a subsidiary. A subsidiary, as defined by ~~measuring~~this ~~related~~statement, ~~assets~~includes ~~and~~a ~~liabilities~~variable ~~differently~~interest ~~without~~entity ~~having~~that tois ~~apply~~consolidated ~~complex~~by ~~hedge~~a ~~accounting~~primary ~~provisions~~beneficiary. ~~SFAS~~A ~~No. 159~~noncontrolling isinterest ~~expected~~in a tosubsidiary, ~~expand~~previously reported in the ~~use~~statement of ~~fair~~financial ~~value~~position ~~measurement,~~as ~~which~~a isliability ~~consistent~~or ~~with~~in the ~~FASB’s long-term~~ ~~measurement~~mezzanine ~~objectives~~section ~~for~~outside ~~accounting~~of ~~for~~permanent ~~financial~~equity, ~~instruments.~~will ~~SFAS~~be ~~No. 159~~included iswithin ~~effective~~consolidated equity as ofa separate line item upon the ~~beginning~~adoption of anASC ~~entity’s~~810-10-65-1. ~~first~~Further, ~~fiscal~~consolidated ~~year~~net income will be reported at amounts that ~~begins~~include ~~after~~both ~~November 15,~~the ~~2007,~~parent (or ~~July 1,~~primary ~~2008 as~~beneficiary) toand the ~~Corporation,~~noncontrolling interest ~~and~~with ~~interim~~separate ~~periods~~disclosure ~~within~~on ~~that~~the ~~fiscal~~face ~~year.~~of ~~The~~the ~~Corporation~~consolidated ~~adopted~~statement ~~SFAS No. 159~~of ~~effective~~income ~~July 1,~~of ~~2008,~~the amounts asattributable ~~required.~~to ~~The~~the ~~Corporation~~parent ~~did~~and ~~not~~to ~~elect~~ the ~~fair~~noncontrolling ~~value~~interest. ~~option for~~ASC ~~any~~810-10-65-1 ofis effective ~~its~~for ~~financial~~fiscal ~~assets~~years, and ~~liabilities;~~interim ~~therefore,~~periods ~~the~~within ~~adoption~~those ~~had~~fiscal noyears, ~~effect~~beginning on ~~the~~or after ~~financial~~December 15, ~~statements~~2008.

InSubsequent ~~December 2007,~~Events: ~~the~~The ~~FASB~~Corporation ~~issued~~adopted ~~SFAS~~FASB ~~No. 141~~ASC ~~(revised 2007)~~855, ~~“Business~~Subsequent ~~Combinations”,~~Events ~~which replaces~~ (SFAS No. ~~141. The Statement applies to all transactions or other events in which one~~165 ~~entity~~“Subsequent ~~obtains~~Events”), ~~control~~on ofJune 30, ~~one or more businesses~~2009. ItThis ~~requires~~guidance ~~all~~establishes ~~assets~~general ~~acquired,~~standards ~~liabilities~~of accounting ~~assumed~~for and ~~any~~disclosures ~~noncontrolling~~of ~~interest~~events tothat beoccur ~~measured~~after ~~at fair value at~~ the ~~acquisition~~balance sheet date. ~~The Statement~~but ~~requires~~before ~~certain costs such as acquisition-related costs that were previously recognized~~financial asstatements aare ~~component~~issued ofor ~~the~~are ~~purchase~~available ~~price, and expected restructuring costs that were previously recognized as an assumed liability,~~ to be ~~recognized separately from the acquisition as an expense when incurred~~issued.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly: In April 2009, the FASB issued new guidance impacting FASB ASC 820, Fair Value Measurements and Disclosures (FASB Staff Position (FSP) FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). This provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This also includes guidance on identifying circumstances that indicate a transaction is not orderly. The Corporation’s adoption of the new guidance for the period ended June 30, 2009, did not have a material impact on the Corporation’s consolidated financial statements. See Note 6 — Fair Value for disclosures required by this new guidance.

Greenville Federal Financial Corporation Notes to Consolidated Financial Statements ~~For the nine- and three-month periods ended March 31, 2009 and 2008~~

~~SFAS~~Interim ~~No. 141(R)~~Disclosures ~~applies~~about ~~prospectively~~Fair toValue ~~business~~of ~~combinations~~Financial ~~for~~Instruments: ~~which~~The ~~the~~Corporation ~~acquisition~~adopted ~~date~~new ~~is on~~guidance orimpacting ~~after~~FASB ~~the~~ASC ~~beginning of the first annual reporting period beginning on or after December 15~~825-10-50, ~~2008 and~~Financial ~~may~~Instruments ~~not be applied before that date. Concurrent with SFAS No. 141~~ (~~revised~~FSP ~~2007),~~FAS ~~the~~107-1 ~~FASB recently~~and ~~issued~~APB ~~SFAS No. 160~~28-1, “~~Noncontrolling~~Interim Disclosures ~~Interests~~about inFair ~~Consolidated~~Value ~~Financial Statements, an Amendment~~ of ~~ARB~~Financial 51Instruments”~~. SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest (formerly known as minority interest~~) ~~in a subsidiary and for the deconsolidation of a subsidiary. A subsidiary~~, aseffective ~~defined by SFAS No.~~June ~~160~~30, ~~includes~~2009. aThis ~~variable~~guidance ~~interest~~amended ~~entity~~existing ~~that~~GAAP isto ~~consolidated~~require bydisclosures aabout ~~primary~~fair ~~beneficiary.~~value ~~A noncontrolling interest in a subsidiary, previously reported in the statement~~ of financial ~~position~~instruments asfor ~~a liability or in the~~interim ~~mezzanine~~reporting ~~section~~periods ~~outside~~ of ~~permanent~~publicly ~~equity,~~traded ~~will~~companies beas ~~included~~well ~~within consolidated equity~~ as ~~a separate~~in ~~line~~annual ~~item~~financial ~~upon~~statements. ~~the~~The Corporation’s adoption of ~~SFAS No. 160. Further, consolidated net income will be reported at amounts that include both~~ the ~~parent~~new ~~(or~~guidance ~~primary~~did ~~beneficiary)~~not ~~and~~have ~~the~~a ~~noncontrolling interest~~material ~~with~~impact ~~separate disclosure~~ on the ~~face of the~~ Corporation’s consolidated ~~statement~~financial ofstatements. ~~income~~See ofNote ~~the amounts~~6 ~~attributable~~— toFair ~~the~~Value ~~parent and to the noncontrolling interest. SFAS No. 160 is effective~~ for ~~fiscal~~disclosures ~~years,~~required ~~and~~by ~~interim~~this ~~periods within those fiscal years,~~new ~~beginning on or after December 15, 2008~~guidance.

OnThe ~~April 9,~~Financial ~~2009,~~Accounting ~~the~~Standards Board (FASB) has ~~finalized~~issued ~~three~~Accounting ~~FASB~~Standards ~~Staff~~Update ~~Positions~~ (~~“FSPs”~~ASU) No. 2009-12, ~~regarding~~Fair ~~the~~Value ~~accounting treatment~~Measurements ~~for~~and ~~investments~~Net ~~including~~Asset ~~mortgage-backed~~Value ~~securities.~~per ~~These~~Share ~~FSP’s~~(or ~~changed~~Its ~~the~~Equivalent.) ~~method~~This ~~for~~ASU ~~determining~~amends ifFASB anASC ~~Other-than~~820 ~~temporary~~to ~~impairment~~provide ~~(“OTTI”)~~guidance ~~exists~~on ~~and~~using the ~~amount~~net ofasset ~~OTTI~~value toper beshare provided by the ~~recorded~~investee ~~through~~to anestimate ~~entity’s~~the ~~income~~fair ~~statement~~value of an alternative investment. The ~~changes~~amendments ~~brought~~in ~~about~~this byASU ~~the~~apply to ~~FSPs~~an ~~provide greater~~investment ~~clarity~~that ~~and~~is ~~reflect~~required aor ~~more~~permitted ~~accurate~~to ~~representation~~be ofmeasured ~~the~~or ~~credit~~disclosed ~~and~~at ~~noncredit~~fair ~~components~~value on a ofrecurring anor ~~OTTI~~nonrecurring ~~event.~~basis ~~The~~and, ~~three~~as ~~FSPs~~of ~~are~~the asreporting ~~follows:~~entity’s measurement date, meets certain criteria.

•Recognition ~~FAS~~and ~~“SFAS~~Presentation ~~157~~of Other-4Than-Temporary ~~Determining~~Impairments: ~~Fair~~In ~~Value~~April 2009, ~~When~~ the ~~Volume~~FASB ~~and~~issued new ~~Level~~guidance ofimpacting ~~Activity~~FASB ~~for~~ASC ~~the~~320-10, ~~Assets~~Investments or— ~~Liability~~Debt ~~Have~~and ~~Significantly~~Equity ~~Decreased~~Securities (FSP FAS 115-2 and ~~Identifying~~FAS ~~Transactions~~124-2, ~~That~~“Recognition ~~Are~~and ~~Not~~Presentation ~~Orderly~~of Other-Than-Temporary Impairments”). ~~addresses~~This guidance amends the ~~criteria~~other-than-temporary toimpairment beguidance ~~used~~ in ~~the~~GAAP ~~determination~~for ofdebt ansecurities ~~active~~to ~~market~~make inthe guidance ~~determining~~more ~~whether~~operational ~~observable~~and ~~transactions~~to ~~are~~improve ~~Level~~the 1presentation orand ~~Level~~disclosure 2of ~~under~~other-than-temporary impairments ~~the~~on ~~framework~~debt ~~established~~and byequity ~~SFAS~~securities ~~157,~~in ~~“Fair~~the ~~Value~~financial ~~Measurements~~statements.” ~~The~~This FSP ~~reiterates~~does ~~that~~not ~~fair~~amend existing ~~value~~recognition isand ~~based~~measurement onguidance ~~the~~related ~~notion~~to ofother-than-temporary ~~exit~~impairments ~~price~~of inequity securities. anThe ~~orderly~~Corporation’s ~~transaction~~adoption ~~between~~of ~~willing~~the ~~market~~new ~~participants~~guidance atfor the ~~valuation~~period ~~date.~~ended •June 30, ~~FSP “SFAS 115-2 and SFAS 124-2~~2009, ~~Recognition~~did not ~~and~~have ~~Presentation~~a ofmaterial ~~Other-than-Temporary~~impact ~~Impairments”~~on ~~provide~~the ~~additional~~Corporation’s ~~guidance~~consolidated ~~designed~~financial tostatements ~~create~~as ~~greater~~the Corporation ~~clarity~~has ~~and~~not ~~consistency~~experienced inother-than-temporary ~~accounting for and presenting~~ impairment ~~losses~~within onits debt securities portfolio. •The ~~FSP “SFAS 107~~other-~~1 and APB 28~~than-1,temporary ~~Interim~~impairment ~~Disclosures~~recognized ~~about~~in ~~Fair~~prior ~~Value~~periods ofrelated ~~Financial~~to ~~Instruments”~~its investment ~~enhances consistency~~ in ~~financial~~an ~~reporting~~asset bymanagement ~~increasing~~mutual ~~the~~fund, ~~frequency~~considered ofan ~~fair~~equity ~~value disclosures~~security.

~~These~~In ~~staff~~June 2009, ~~positions~~the ~~are~~FASB ~~effective~~issued ~~for~~ASC ~~financial~~105-10, ~~statements~~“The ~~issued~~FASB ~~for~~Accounting ~~periods~~Standards ~~ending~~Codification (“Codification”) ~~after~~and ~~June 15,~~the ~~2009,~~Hierarchy ~~with~~of ~~early~~Generally ~~application~~Accepted ~~possible~~Accounting ~~for~~Principles- ~~the~~a ~~quarter~~replacement ~~ended~~of FASB ~~March 31,~~Statement ~~2009~~No. 162”. The ~~Corporation~~Codification has become the source of authoritative U.S. ~~elected~~non-governmental ~~not~~entities. toRules ~~adopt~~and ~~any~~interpretive releases of the ~~above~~SEC ~~positions~~under ~~early.~~authority ~~Adoption~~ of Codification ~~these~~supersedes ~~staff~~all ~~positions~~existing isnon-SEC ~~not~~accounting and reporting standards. All other ~~expected~~non-grandfathered tonon-SEC ~~have~~accounting ~~material~~literature ~~effect~~not onincluded in the ~~Corporation’s~~Codification became non-authoritative. This Statement is effective for financial ~~position~~statements orissued ~~results~~for ofinterim ~~operations~~and annual periods ending after September 15, 2009.

~~Note~~Recently 5:Issued ~~Commitments~~but not yet Effective Accounting Pronouncements:

AtAccounting ~~March 31,~~for Transfers of Financial Assets: In June 2009, ~~the~~FASB ~~Corporation~~issued ~~had~~SFAS ~~outstanding~~No. 166 ~~commitments~~“Accounting for toTransfers ~~extend~~of ~~credit~~Financial Assets—an amendment of $3FASB Statement No.7 ~~million~~140.” This removes the ~~Standby~~concept ~~letters~~of a qualifying special-purpose entity from existing GAAP and removes the exception from applying FASB ASC 810-10, Consolidation (FASB Interpretation No. 46 (revised December 2003) Consolidation of ~~credit~~Variable Interest Entities) to qualifying special purpose entities. The objective of this new guidance is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. The new guidance shall be effective as of the ~~March 31~~beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, ~~totaled~~for ~~$52~~interim periods within that first annual reporting period,~~000~~ and for interim and annual reporting periods thereafter. Management is still evaluating the impact of this accounting standard.

Greenville Federal Financial Corporation Notes to Consolidated Financial Statements ~~For the nine- and three-month periods ended March 31, 2009 and 2008~~

Amendments to FASB Interpretation No. 46(R): In June 2009, FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R).” The objective of this new guidance is to amend certain requirements of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This guidance shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Management is still evaluating the impact of this accounting standard.

Note 5: Commitments

At September 30, 2009 and 2008, the Corporation had outstanding commitments to extend credit of $2.9 and $4.2 million, respectively. Stand-by letters of credit at September 30, 2009 and 2008, were $40,000 and $20,000, respectively.

Note 6: Disclosures About Fair Value of Assets and Liabilities

Effective July 1, 2008, the ~~Company~~Corporation adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 has been applied prospectively as of the beginning of the period.

FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

~~Level 1~~	Level 1	~~Quoted prices in active markets for identical assets or liabilities.~~	Quoted prices in active markets for identical assets or liabilities
~~Level 2~~	Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
~~Level 3~~	Level 3	~~Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.~~	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Greenville Federal Financial Corporation Notes to Consolidated Financial Statements For the nine- and three-month periods ended March 31, 2009 and 2008

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-Sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include the AMF Ultra Short Mortgage Fund (the “Fund”) based on the net asset value of the fund.

~~The following table presents the fair value measurements of assets measured at fair value~~11 ~~on a recurring basis and the level within the FAS 157 fair value hierarchy in which the fair value measurements fall at March 31, 2009:~~

Fair Value Measurements Using

Quoted Prices in

Active Markets for

Significant Other

Significant

Identical Assets

Observable Inputs

Unobservable Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

Available-for-sale securities

12,073,000

AsGreenville ofFederal ~~March 31,~~Financial ~~2009, the Company does not have any financial assets or liabilities for which fair~~Corporation ~~value~~Notes isto ~~measured~~Consolidated onFinancial ~~a non-recurring basis.~~Statements

The following table presents the fair value measurements of assets measured at fair value on a recurring basis and the level within the FAS 157 fair value hierarchy in which the fair value measurements fall:

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

for Identical

Observable

Unobservable

Assets

Inputs

Fair Value

(Level 1)

(Level 2)

(Level 3)

2009

Asset Management Fund

12,036,000

As of September 30, 2009, the Company does not have any financial assets or liabilities for which fair value is measured on a non-recurring basis.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value of financial instruments, both assets and liabilities, whether or not recognized in the statement of financial condition, for which it is practicable to estimate that value. For financial instruments where quoted market prices are not available, fair values are based on estimates using present value and other valuation methods.

The methods used are greatly affected by the assumptions applied, including the discount rate and estimates of future cash flows. Therefore, the fair values presented may not represent amounts that could be realized in an exchange for certain financial instruments.

The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments at September 30, 2009 and June 30, 2009:

Cash and cash equivalents: The carrying amounts presented in the consolidated balance sheets for cash and cash equivalents are deemed to approximate fair value.

Investment and mortgage-backed securities: For investment and mortgage-backed securities, fair value is deemed to equal the quoted market price.

Loans receivable: The loan portfolio has been segregated into categories with similar characteristics, such as one- to four-family residential, multi-family residential, nonresidential real estate, commercial and consumer loans. These loan categories were further delineated into fixed-rate and adjustable-rate loans. The fair values for the resultant loan categories were computed via discounted cash flow analysis, using current interest rates offered for loans with similar terms to borrowers of similar credit quality.

Federal Home Loan Bank stock: It was not practicable to determine the fair value of the FHLB stock due to restrictions placed on its transferability.

Accrued Interest Receivable: The carrying amount presented in the consolidated balance sheets is deemed to approximate fair value.

Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements

Deposits: The fair value of checking and NOW accounts, savings accounts, and money market deposits is deemed to approximate the amount payable on demand at September 30, 2009 and June 30, 2009. Fair values for fixed-rate certificates of deposit have been estimated using a discounted cash flow calculation using the interest rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank advances: The fair value of Federal Home Loan Bank advances has been estimated using discounted cash flow analysis, based on the interest rates currently offered for advances of similar remaining maturities.

Accrued Interest Payable: The carrying amount presented in the consolidated balance sheets is deemed to approximate fair value.

Commitments to extend credit: For fixed-rate and adjustable-rate loan commitments, the fair value estimate considers the difference between current levels of interest rates and committed rates. At June 30, 2009 and 2008, the fair value of loan commitments was not material.

Based on the foregoing methods and assumptions, the carrying value and fair value of the Corporation’s financial instruments are as follows at September 30, 2009 and June 30, 2009:


	September 30, 2009				June 30, 2009
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(In thousands)

Financial Assets
Cash and cash equivalents	$	5,098	$	5,098	$	4,474	$	4,474
Investment securities available for sale		12,036		12,036		11,888		11,888
Investment securities held to maturity		8		8		11		11
Mortgage-backed securities		1,680		1,769		1,822		1,893
Loans receivable		92,499		97,188		91,663		96,002
Accrued interest receivable		485		485		511		511


	$	113,809	$	118,587	$	112,372	$	116,782


Financial Liabilities
Deposits	$	74,944	$	75,922	$	72,918	$	73,859
Advances from the Federal Home Loan Bank		25,896		25,059		26,903		26,192
Advances by borrowers for taxes and insurance		299		299		406		406
Accrued interest payable		113		113		111		111


	$	101,252	$	101,393	$	100,338	$	100,568

Cash Surrender Value of Life Insurance

The cash surrender value of bank-owned life insurance policies represents the value of life insurance policies on certain officers of the Corporation for which the Corporation is the beneficiary. The Corporation accounts for these assets using the cash surrender value method in determining the carrying value of the insurance policies.

Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements

Advertising

Advertising costs are expensed when incurred.

Earnings Per Share

Basic earnings per common share is computed based upon the weighted-average number of common shares outstanding during the year, less shares in the Corporation’s Employee Stock Ownership Plan (“ESOP”) that are unallocated and not committed to be released.

Note 7: Investment and Mortgage-backed Securities

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of investment securities at September and June 2009 are shown below.


	September 30, 2009
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
Available for Sale:
Asset management fund	$	11,574	$	462	$	—	$	12,036


Held to Maturity:
Municipal obligations	$	8	$	—	$	—	$	8


	June 30, 2009
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
Available for Sale:
Asset management fund	$	11,821	$	67	$	—	$	11,888


Held to Maturity:
Municipal obligations	$	11	$	—	$	—	$	11

Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements

The amortized cost and estimated fair value of U.S. Government agency, government sponsored entities and municipal obligations held to maturity, by term to maturity at September 30, 2009 and June 30, 2009, are shown below.


	September 30, 2009				June 30, 2009
			Estimated				Estimated
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Held to Maturity:
Due within one year	$	8	$	8	$	11	$	11


Total held to maturity	$	8	$	8	$	11	$	11

The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of mortgage-backed securities held to maturity at September 30, 2009 and June 30, 2009 are shown below.


	September 30, 2009
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)
Federal Home Loan Mortgage Corporation participation certificates	$	150	$	—	$	—	$	150
Federal National Mortgage Association participation certificates		829		51		—		880
Government National Mortgage Association participation certificates		701		38		—		739


Total mortgage-backed securities	$	1,680	$	90	$	—	$	1,769

Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements


	June 30, 2009
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)

Federal Home Loan Mortgage Corporation participation certificates	$	155	$	—	$	—	$	155
Federal National Mortgage Association participation certificates		881		42		—		923
Government National Mortgage Association participation certificates		786		29		—		815


Total mortgage-backed securities	$	1,822	$	72	$	—	$	1,893

The amortized cost and estimated fair values of mortgage-backed securities at September 30, 2009 and June 30, 2009, by contractual term to maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may generally prepay obligations without prepayment penalties.


	September 30, 2009				June 30, 2009
			Estimated				Estimated
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Due in one year or less	$	—	$	—	$	—	$	—
Due after one year through five years		1		—		1		1
Due after five years through ten years		181		182		135		135
Due after ten years		1,498		1,587		1,686		1,686


	$	1,680	$	1,769	$	1,822	$	1,893

The Corporation had no securities in an unrealized loss position at September 30, 2009 or June 30, 2009.

The Corporation’s investments are generally limited to issuances of U. S. Government, government agencies, government sponsored entities and other high quality debt instruments. The asset management fund (the “Fund”) represents an open-ended adjustable-rate mortgage fund. The Fund invests primarily in high quality adjustable-rate mortgage-related investments, with a target duration generally no shorter than a six-month U. S. Treasury Bill and no longer than a one-year U.S. Treasury Bill. The Fund may also invest in U.S. Government and agency securities, government sponsored entities’securities, certificates of deposit, repurchase agreements and bankers’ acceptances.

It is the policy of the Fund to pay cash in an amount not to exceed $250,000 over a ninety-day period to each investor requesting redemption. Greenville Federal took the $250,000 redemption option once each quarter during fiscal 2009 as well as the first quarter of fiscal 2010. During the fourth quarter of fiscal 2009, the Fund began showing improvement and ended the year with an unrealized gain of $67,000. The Fund is continuing to show improvement and currently had an unrealized gain of $462,000.

Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements

Note 8: Loans Receivable

The composition of the loan portfolio at September 30, 2009 and June 30, 2009 is as follows:


	September 30,		June 30,
	2009		2009
	(In thousands)
Residential real estate
One- to four-family	$	79,200	$	77,866
Multi-family		3,804		3,825
Construction		1,136		686
Nonresidential real estate		5,624		5,793
Commercial		2,090		2,270
Consumer and other		2,708		2,710


Total loans		94,562		93,150

Less
Unearned interest		7		10
Deferred loan origination fees, net		334		338
Allowance for loan losses		633		577
Undisbursed portion of loans in process		1,089		562


Net loans	$	92,499	$	91,663

Greenville Federal Financial Corporation
Management’s Discussion and Analysis of Financial Condition and Results of
Operations

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

Forward Looking Statements

Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms “anticipates,” “plans,” “expects,” “believes,” “intends” and similar expressions as they relate to the Corporation or its management are intended to identify such forward looking statements. The Corporation’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general and local economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services.

Critical Accounting Policies

There were no material changes to the Corporation’s critical accounting policies which were disclosed in the Corporation’s Form 10-K filing as of June 30, ~~2008~~2009.

Discussion of Financial Condition Changes from June 30, ~~2008~~2009 to ~~March~~September 3130, 2009

The Corporation’s assets totaled $~~121~~120.59 million at ~~March~~September 3130, 2009, aan ~~decrease~~increase of $41.64 million, or 3or 1.71%, from the $~~126~~119.16 million total at June 30, ~~2008~~2009. The ~~decrease~~increase in assets resulted primarily from aan ~~decrease~~increase in ~~investment~~loans ~~securities~~receivable and cash and cash equivalents~~, partially offset by an increase in mortgage-backed securities and loans receivable~~.

Investment securities totaled $1213.17 million at ~~March~~September 3130, 2009, aan ~~decrease~~increase of $~~6.1 million~~3,000, or 33 0.502%, from the total at June 30, ~~2008~~2009. The ~~decrease~~increase in investment securities was due primarily to a a $~~3.3 million~~148,000 ~~non-cash~~unrealized ~~other-than-temporary~~gain ~~impairment charge~~ on ~~equity~~investment securities ~~and~~designated ~~$2.0~~as available for sale, partially ~~million~~offset inby ~~maturing~~$142,000 ~~U.S.~~in ~~Government~~repayments ~~sponsored~~of ~~entity~~mortgage-backed ~~obligations~~securities. Cash and cash equivalents, consisting of cash and due from banks and interest-bearing deposits in other financial institutions, increased ~~decreased~~ by $~~1.3 million~~624,000, or 1813.29%, over the ~~nine~~three-month period ended ~~March~~September 3130, 2009 due to an increase in deposit liabilities.

Loans receivable totaled $9192.75 million at ~~March~~September 3130, 2009, compared to $8991.97 million at June 30, ~~2008~~2009, an increase of $~~1.9 million~~836,000, or 20.19%. The increase was primarily attributable to a $21.4 3 million growth in one- to four-family residential real estate loans, partially offset by a $~~354~~180,000 decrease in commercial loans and a $~~214~~169,000 decrease in ~~consumer~~non-residential real estate loans. Loan disbursements during the period totaling $123.04 million were partially offset by principal repayments of $92.75 million and loans transferred into real estate owned of $~~406~~92,000.

Nonresidential real estate, multi-family residential real estate and commercial lending generally involves a higher degree of risk than one- to four-family residential real estate lending due to the relatively larger loan amounts and the effects of general economic conditions on the successful operation of income-producing properties and businesses. Greenville Federal endeavors to reduce such risk by evaluating the credit history and past performance of the borrower, the location of the real estate, the quality of the management operating the property or business, the debt service ratio, the quality and characteristics of the income stream generated by the property or business and appraisals supporting the real estate or collateral valuation. The majority of these loans have been made to existing customers. Consumer lending also may entail greater risk than residential lending. The risk of default on consumer lending increases during periods of recession, high unemployment and other adverse economic conditions. While Greenville Federal did not realize increases in nonresidential, consumer and commercial loans during the quarter ended September 30, 2009, management intends to pursue a limited rate of growth over the next year in these loans, but is committed to retaining its historical focus on one- to four-family residential lending.

1318

Greenville Federal Financial Corporation
Management’s Discussion and Analysis of Financial Condition and Results of
Operations

orThe ~~business~~allowance ~~and~~for ~~appraisals~~loan ~~supporting~~losses ~~the~~totaled ~~real~~$633,000 ~~estate~~at September 30, 2009, an increase of $56,000, or 9.7%, ~~collateral~~from ~~valuation~~the June 30, 2009 balance of $577,000, and represented 0.67% ~~The~~and ~~majority~~0.62% of ~~these~~ total loans ~~have~~at those ~~been~~respective ~~made~~dates. toGreenville ~~existing~~Federal’s ~~customers~~nonperforming loans totaled $1.8 million ~~Consumer~~and ~~lending~~$834,000 at ~~also~~September 30, ~~may~~2009 ~~entail~~and ~~greater~~June 30, ~~risk~~2009, respectively. In determining the allowance for loan ~~than~~losses ~~residential~~at ~~lending.~~any ~~The~~point ~~risk~~in time, management and the board of ~~default~~directors onapply ~~consumer~~a ~~lending~~systematic ~~increases~~process focusing ~~during~~on ~~periods~~the risk of ~~recession~~ loss in the portfolio. First, ~~high~~the ~~unemployment~~loan portfolio is segregated by loan types to be evaluated collectively and ~~other~~loan ~~adverse~~types ~~economic~~to ~~conditions~~be evaluated individually. ~~Management~~Delinquent multi-family ~~intends~~and tononresidential ~~pursue~~loans aare evaluated individually for potential impairment. Second, ~~limited~~the ~~rate~~allowance offor ~~growth~~loan losses is evaluated using Greenville Federal’s historic loss experience, adjusted for changes in ~~nonresidential~~economic trends in Greenville Federal’s lending area, ~~consumer~~by ~~and~~applying ~~commercial~~these adjusted ~~loans~~loss ~~over~~percentages to the ~~next~~loan ~~year~~types to be evaluated collectively in the portfolio. To the best of management’s knowledge, ~~but~~all known and inherent losses that are probable and that can be ~~Greenville~~reasonably ~~Federal~~estimated ishave ~~committed~~been torecorded ~~retaining~~at ~~its~~September 30, ~~historical~~2009. ~~focus~~Although onmanagement ~~one-~~believes that the allowance for loan losses at September 30, 2009, was adequate based upon the available facts and circumstances, there can be no assurance that additions to ~~four-family~~the allowance will not be necessary ~~residential~~in ~~lending~~future periods, which could adversely affect Greenville Federal’s results of operations.

~~The~~Deposits ~~allowance for loan losses~~ totaled $~~575,000~~74.9 million at ~~March~~September 3130, 2009, aan ~~decrease~~increase of $82.0 million,~~000,~~ or 12.38%, ~~from~~ ~~the~~ from June 30, ~~2008 balance of $583,000, and represented 0~~2009.~~62%~~ ~~and 0.64% of total loans at those respective dates.~~ Greenville Federal’s ~~nonperforming~~participates ~~loans totaled $331,000 and $747,000 at March 31, 2009 and June 30, 2008, respectively. In determining the allowance for loan losses at any point~~ in ~~time, management and the board of directors apply~~ a ~~systematic~~bidding process ~~focusing~~for onlocal ~~the risk~~short-term ~~of loss in the portfolio. First, the loan portfolio is segregated by loan types to be~~public ~~evaluated collectively and loan types to be evaluated individually~~deposits. ~~Delinquent~~Such ~~multi~~short-~~family~~term ~~and nonresidential~~deposits ~~loans~~from ~~are evaluated individually for potential impairment. Second,~~ the ~~allowance for~~City ~~loan~~of ~~losses is evaluated using~~ Greenville ~~Federal’s~~totaled historic loss experience, adjusted for changes in economic trends in Greenville Federal’s lending area, by applying these adjusted loss percentages to the loan types to be evaluated collectively in the portfolio$2. ~~To the best of management’s knowledge, all known and inherent losses that are probable and that can be reasonably estimated have been recorded at March~~4 ~~31,~~million ~~2009. Although management believes that the allowance for loan losses~~ at ~~March 31~~September 30, 2009, ~~was~~up ~~adequate~~from ~~based upon the available facts and circumstances~~$500, ~~there~~000 ~~can~~at ~~be no assurance that additions to the allowance will not be necessary in future periods~~June 30, ~~which~~ ~~could adversely affect Greenville Federal’s results of operations~~2009.

~~Deposits~~Advances from the Federal Home Loan Bank totaled $7625.29 million at ~~March~~September 3130, 2009, a decrease of $71.50 million, or 83.97%, ~~from~~compared June 30, 2008. Greenville Federal participates in a bidding process for short-term public deposits through the Bid Ohio program. On the first and third Tuesday of each month, the Ohio Treasurer’s office sponsors an online auction for eligible Ohio state depository banks to ~~bid on interim State funds. Such short-term deposits from the State of Ohio totaled $6.0 million at March 31, 2009, down from $13.0 million at~~ June 30, ~~2008~~2009. ~~The decrease is a result of a management decision not to~~ ~~re-bid on the maturing certificates, as more competitive alternatives for funding cash needs have been available elsewhere.~~

~~Advances~~Shareholders’ ~~from~~equity ~~the Federal Home Loan Bank~~ totaled $2519.70 million at ~~March~~September 3130, 2009, an increase of $~~6.5 million~~398,000, or 332.81%, from ~~compared to~~ June 30, ~~2008~~2009. ~~These~~The ~~borrowings~~increase ~~have~~resulted ~~increased~~primarily ~~due~~from toa $395,000 unrealized gain on investment ~~management’s~~securities ~~desire~~designated toas ~~lock~~available infor ~~interest~~sale ~~rates~~for inthe athree ~~lower~~months ~~rate~~ended ~~environment~~September 30, 2009.

~~Shareholders’~~Greenville ~~equity~~Federal ~~totaled~~is ~~$18.6 million~~required atto ~~March 31,~~maintain ~~2009,~~minimum aregulatory ~~decrease~~capital ofpursuant ~~$3.2 million,~~to ~~or 14.8%,~~federal ~~from~~regulations. ~~June~~At September 30, ~~2008.~~2009, ~~The~~Greenville ~~decrease~~Federal’s ~~resulted~~regulatory ~~from~~capital acontinued ~~net loss of $3.1 million for the nine months~~to ~~ended~~substantially ~~March 31,~~exceed ~~2009,~~all ~~and~~minimum ~~from~~regulatory ~~dividends~~capital ~~paid on common stock of $217,000~~requirements.

~~Greenville~~The ~~Federal~~following istable ~~required~~summarizes ~~to maintain minimum regulatory capital pursuant to federal regulations. At March 31, 2009,~~ Greenville Federal’s regulatory capital ~~continued~~requirements toand ~~substantially~~actual ~~exceed~~capital ~~all~~at ~~minimum~~September 30, ~~regulatory capital requirements.~~2009:


											Minimum Required To Be
											Well Capitalized Under
						Minimum Required For					Prompt Corrective Action
	Actual					Capital Adequacy Purposes					Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)

Tangible capital	$	10,383		8.63	%	$	1,804		1.50	%	$	6,015		5.00	%

Core capital	$	10,383		8.63	%	$	4,812		4.00	%	$	7,217		6.00	%

Risk-based capital	$	10,920		13.89	%	$	6,289		8.00	%	$	7,861		10.00	%

Greenville Federal Financial Corporation
Management’s Discussion and Analysis of Financial Condition and Results of
Operations

~~The~~Comparison ~~following~~of ~~table~~Operating ~~summarizes~~Results ~~Greenville~~for ~~Federal’s~~the ~~regulatory~~Three-Month ~~capital~~Periods ~~requirements~~Ended ~~and actual capital at March~~September 3130, 2009: and 2008

								March 31, 2009
											Minimum Required To Be
											Well Capitalized Under
						Minimum Required For					Prompt Corrective Action
	Actual					Capital Adequacy Purposes					Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
Tangible capital	$	10,251		8.4	%	$	1,822		1.5	%	$	6,075		5.0	%
Core capital	$	10,251		8.4	%	$	4,860		4.0	%	$	7,290		6.0	%
Risk-based capital	$	10,708		15.3	%	$	5,605		8.0	%	$	7,007		10.0	%

Comparison of Operating Results for the Three-Month Periods Ended March 31, 2009 and 2008

General

The Corporation recorded a net ~~loss~~income of $~~371~~62,000 for the three months ended ~~March~~September 3130, 2009, an increase of $1.3 million, compared to the net ~~income~~loss of $~~136,000~~1.2 million for the same period in 2008. The ~~loss~~increase in net income was due primarily to a ~~$482,000~~the lack of a non-cash impairment charge on investment securities, anin ~~increase~~the 2009 quarter as the Fund ended the quarter in ~~other components~~an ofunrealized ~~general,~~gain position. ~~administrative,~~Additional ~~and~~factors ~~other~~include ~~expense~~a decrease of $8540,000, ain ~~$35~~federal income taxes,~~000~~ which were partially offset by an increase in ~~the~~ provision for losses on loans ~~and~~of a $2570,000, ~~decrease~~an increase in other components ~~income~~of general, ~~which~~administrative, ~~were~~and ~~partially offset~~other byexpense aof $9125,000, ~~increase~~and a decrease in net interest income ~~and~~of a $2926,000 ~~decrease in federal income taxes~~.

Net Interest Income

Interest income totaled $1.76 million for the three months ended ~~March~~September 3130, 2009, a decrease of $~~116~~122,000, or 67.40%, compared to the three months ended ~~March~~September 3130, 2008. Interest income on loans decreased ~~increased~~ by $1850,000, or 13.23%, due primarily to a ~~$2.5 million increase in the average balance of loans outstanding, partially offset by a~~ decrease in the weighted-average yield on loans from 6.7566% in ~~the~~to ~~2008~~6.24%, ~~three-month~~partially ~~period~~offset toby 6a $2.~~64%~~8 million increase in the ~~2009~~average ~~three-month~~balance ~~period~~of loans outstanding. Interest income on investment securities decreased by $~~120~~58,000, or 4732.26%, due primarily to a $~~10.~~4.6 million decrease in the average balance outstanding, ~~and~~coupled with a decrease in the weighted-average yield on such securities from 4.4630% in the 2008 three-month period to 4.3501% in the 2009 three-month period. ~~The increase in loans receivable was due primarily to growth in one- to four-family~~ ~~construction and residential real estate loans. The decrease in yield on loans and securities reflects the declining interest rate environment.~~

Interest expense totaled $~~621~~567,000 for the three months ended ~~March~~September 3130, 2009, a decrease of $~~207~~96,000, or 2514.05%, compared to the three months ended ~~March~~September 3130, 2008. This decrease was a result of a decrease in the weighted-average cost of funds to 2.5437% for the three months ended ~~March~~September 3130, 2009, from 32.3974% for the three months ended ~~March~~September 3130, 2008, coupled with a $280,000 decrease in the average balance of interest-bearing liabilities outstanding year to year.

15As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $26,000, or 2.4%, compared to the same period in 2008. The interest rate spread increased to 3.42% for the three months ended September 30, 2009, compared to 3.36% for the three months ended September 30, 2008. The net interest margin decreased to 3.75% for the three months ended September 30, 2009, from 3.77% for the three months ended September 30, 2008.

Greenville Federal Financial Corporation PART II — OTHER INFORMATION (CONTINUED)

As a result of the foregoing changes in interest income and interest expense, net interest income increased by $91,000, or 9.2%, compared to the same period in 2008. The interest rate spread increased to 3.46% for the three months ended March 31, 2009, compared to 2.78% for the three months ended March 31, 2008. The net interest margin increased to 3.82% for the three months ended March 31, 2009, from 3.37% for the three months ended March 31, 2008, partially offset by an $837,000 increase in the average balance of interest-bearing liabilities outstanding year to year.

Provision for Losses on Loans

A provision for losses on loans is charged to earnings to maintain the total allowance for ~~loan~~ loan losses at a level calculated by management based on historical experience, the volume and type of lending conducted by Greenville Federal, the status of past due principal and interest payments and management’s assessment of economic factors in Greenville Federal’s lending area that may affect the collectibility of Greenville Federal’s loan portfolio. Management recorded a $70,000 provision for losses on loans ~~of $35,000~~ for the three months ended ~~March~~September 3130, 2009. There was no provision for losses on loans recorded for the three-month ~~months~~period ended ~~March~~September 3130, 2008. The allowance ~~for~~ for loan losses totaled $~~575~~633,000 at ~~March~~September 3130, 2009, compared to $~~583~~577,000 at June 30, ~~2008~~2009. Greenville Federal’s nonperforming loans, consisting of loans 90 days or more past due and nonaccrual loans, totaled $~~331,000~~1.8 million at ~~March~~September 3130, 2009, aan ~~decrease~~increase of $~~416~~928,000 compared to ~~June~~ June 30, ~~2008~~2009. ~~The~~Management ~~decrease~~continues ~~was~~to ~~primarily~~review ~~due~~its toloan ~~customers~~portfolio ~~bringing~~to ~~their~~determine ~~loans~~the ~~current~~extent, ~~along~~if any, ~~with~~to ~~two~~which ~~loans~~further ~~being~~additional ~~taken~~loss ~~into~~provisions ~~real~~may ~~estate~~be ~~acquired~~deemed ~~through foreclosure or deed in lieu of foreclosure~~necessary. ~~Management~~There ~~believes all nonperforming loans are adequately collateralized; however, there~~ can be no assurance that the allowance for ~~loan~~ losses will be adequate to ~~absorb~~ cover losses onwhich ~~known~~may ~~nonperforming~~in ~~assets~~fact orbe ~~that~~realized in the ~~allowance~~future ~~will~~and bethat ~~adequate~~additional provisions tofor ~~cover~~ losses onwill ~~nonperforming~~not ~~assets~~be ~~in the future~~required.

~~Other Income~~20

Other income totaled $181,000 for the three months ended March 31, 2009, a decrease of $25,000, or 12.1%, compared to the same quarter in 2008. This decrease was due primarily to a decrease in customer service charges of $16,000, or 11.3%.

General, Administrative and Other Expense

General, administrative and other expense, net of the $482,000 non-cash impairment charge on investment securities, totaled $1.1 million for the three months ended March 31, 2009, an increase of $85,000, or 8.4%, compared to the same quarter in 2008. The increase in general, administrative and other expense was due primarily to a $90,000, or 17.4%, increase in employee compensation and benefits, a $64,000, or 38.3%, increase in other operating expense, and a $17,000, or 17.7%, increase in occupancy and equipment expense, which were partially offset by a $59,000, or 41.8%, decrease in data processing expense, a $15,000, or 30.0%, decrease in franchise taxes, and a $12,000, or 54.5%, decrease in provision for loss on real estate acquired through foreclosure or deed in lieu of foreclosure. The increase in employee compensation and benefits was due primarily to increased employee compensation, an increase in education expense as a result of seminars attended and an increase in medical insurance expense. The increase in other operating expense was due primarily to an increase in professional fees expense of $44,000 and an increase of $10,000 for expenses related to real estate acquired through foreclosure or deed in lieu of foreclosure. The decrease in data processing expense was due primarily to contract renewal discounts. The decrease in franchise taxes was due primarily to a decrease in shareholder’s equity from year to year.

The non-cash impairment charge on investment securities resulted from an investment by the Corporation’s subsidiary, Greenville Federal, in the AMF Ultra Short Mortgage Fund (the “Fund”). Rating agency

Greenville Federal Financial Corporation ~~PART~~Management’s IIDiscussion —and ~~OTHER~~Analysis ~~INFORMATION~~of ~~(CONTINUED)~~Financial Condition and Results of Operations

downgrades of the underlying mortgage-related securities held in the Fund had significantly decreased the net asset value of the Fund. In May 2008, the manager of the Fund informed Greenville Federal that the “redemption in kind” feature of the Fund had been activated, meaning that any investor in the Fund wanting to redeem its investment in the Fund would receive payment mostly in the form of the securities held in the Fund’s portfolio in the amount of its representative interest in the securities held by the Fund, rather than in the form of cash. It is the policy of the Fund to pay cash in an amount not to exceed $250,000 over a ninety-day period to each investor requesting redemption. Greenville Federal recorded a non-cash impairment charge of $1.4 million and withdrew $250,000 in cash during the quarter ended September 30, 2008. Greenville Federal recorded a non-cash impairment charge of $1.5 million and withdrew $250,000 in cash during the quarter ended December 31, 2008. Greenville Federal recorded a non-cash impairment charge of $482,000 and withdrew $250,000 in cash during the quarter ended March 31, 2009. At March 31, 2009, after the non-cash impairment charges and the cash withdrawals, GFFC recorded the value of Greenville Federal’s investment in the Fund as $12.1 million. The Corporation can provide no assurance with respect to the future net asset value of the Fund nor whether Greenville Federal will record further non-cash impairment charges if management determines that any declines in the net asset value of the Fund after March 31, 2009, are other-than-temporary.

Federal Income Taxes

The provision for federal income taxes totaled $22,000 for the three months ended March 31, 2009, a decrease of $29,000, or 56.9%, compared to the same quarter in 2008. The decrease resulted primarily from a $536,000 decrease in pre-tax earnings year to year.

Comparison of Operating Results for the Nine-Month Periods Ended March 31, 2009 and 2008

General

The Corporation recorded a net loss of $3.1 million for the nine months ended March 31, 2009, compared to net income of $465,000 for the same period in 2008. The decline in net income was due primarily to a $3.3 million non-cash impairment charge on investment securities, an increase in other components of general, administrative, and other expense of $514,000, and a $85,000 increase in provision for losses on loans, which were partially offset by a $261,000 increase in net interest income and a $142,000 decrease in federal income taxes.

Excluding the $3.3 million non-cash impairment charge on investment securities, the Corporation would have recorded net income of $254,000.

Net Interest Income

Interest income totaled $5.2 million for the nine months ended March 31, 2009, a decrease of $503,000, or 8.9%, compared to the nine months ended March 31, 2008. Interest income on loans decreased by $36,000, or 0.8%, due primarily to a decrease in the weighted-average yield on loans to 6.63% in the 2009 nine-month period from 6.82% in the 2008 nine-month period, partially offset by a $2.1 million increase in the average balance of loans outstanding. Interest income on investment securities decreased by $415,000, or 46.2%, due primarily to a $11.3 million decrease in the average balance outstanding, coupled with a decrease in the weighted-average yield on such securities from 4.63% in the 2008 nine-month period to 4.47% in the 2009 nine-month period.

Interest expense totaled $1.9 million for the nine months ended March 31, 2009, a decrease of $764,000, or 28.3%, compared to the nine months ended March 31, 2008. This decrease was a result of a decrease in the weighted-average cost of funds to 2.61% for the nine months ended March 31, 2009, from 3.59% for the

Greenville Federal Financial Corporation PART II — OTHER INFORMATION (CONTINUED)

nine months ended March 31, 2008, coupled with a $1.1 million decrease in the average balance of interest-bearing liabilities outstanding year to year.

As a result of the foregoing changes in interest income and interest expense, net interest income increased by $261,000, or 8.8%, compared to the same period in 2008. The interest rate spread increased to 3.47% for the nine months ended March 31, 2009, compared to 2.69% for the nine months ended March 31, 2008. The net interest margin increased to 3.80% for the nine months ended March 31, 2009, from 3.29% for the nine months ended March 31, 2008.

Provision for Losses on Loans

A provision for losses on loans is charged to earnings to maintain the total allowance for loan losses at a level calculated by management based on historical experience, the volume and type of lending conducted by Greenville Federal, the status of past due principal and interest payments and management’s assessment of economic factors in Greenville Federal’s lending area that may affect the collectibility of Greenville Federal’s loan portfolio. The allowance for loan losses totaled $575,000 at March 31, 2009, compared to $583,000 at June 30, 2008. Greenville Federal’s nonperforming loans, consisting of loans 90 days or more past due and nonaccrual loans, totaled $331,000 at March 31, 2009, a decrease of $416,000 compared to June 30, 2008.

Other Income

Other income totaled $~~636~~226,000 for the ~~nine~~three months ended ~~March~~September 3130, 2009, a decrease of $151,000, or 20.34%, compared to the same ~~period~~quarter in 2008. This decrease was due primarily to aan ~~decrease~~$11,000, or 7.1%, decrease in customer service charges, ofpartially offset by a $2810,000, or 614.1%, ~~partially offset by an~~ increase in ~~other~~ other operating income ~~of $10,000, or 5~~.~~2%.~~

General, Administrative and Other Expense

General, administrative and other expense, net of the $31.34 million non-cash impairment charge on on investment securities, ~~totaled~~recorded ~~$3.5 million~~ for the ~~nine~~three months ended ~~March~~September 3130, ~~2009~~2008, ~~an increase~~increased of $~~514~~25,000, or 17 2.3% for the quarter ended September 30, 2009, compared to the same quarter in 2008. The increase in in general, administrative and other expense was due primarily to a $~~226~~75,000, ~~or 14.5%,~~ increase in ~~employee compensation and benefits, a $188,000, or 38.4%, increase~~ in other ~~operating~~ operating expense, and a $~~171~~30,000, ~~or 777.3%,~~ increase in ~~write~~employee ~~downs~~compensation toand ~~updated net realizable values on real estate acquired through foreclosure or deed in lieu of foreclosure~~benefits, which were partially offset primarily by a $7463,000, ~~or 18.7%,~~ decrease in data processing expense~~, and a $36,000, or 21~~.~~6%,~~ ~~decrease in franchise taxes.~~ The increase in employee compensation and benefits was due primarily to increased employee compensation, an increase in education expense as a result of seminars attended, and an increase in medical insurance expense. The increase in other operating expense was due primarily to an increase in professional fees expense of $~~115~~43,000 and an increase of $4336,000 for ~~expenses~~FDIC ~~related~~insurance topremiums. ~~real~~The ~~estate~~increase ~~acquired~~in ~~through~~employee ~~foreclosure~~compensation orand benefits ~~deed~~was indue ~~lieu~~primarily ofto ~~foreclosure~~increased employee compensation. The decrease in data processing expense was due primarily to ~~contract~~ ~~renewal~~a ~~discounts~~decrease in the rate structure from the previous year. The decrease in franchise taxes was due primarily to a decrease in ~~shareholder~~stockholders’s equity from year to year ~~for the Corporation’s subsidiary, Greenville Federal, which pays a higher tax rate than the Corporation~~.

The non-cash impairment charge of $1.4 million on investment securities recorded during the quarter ended September 30, 2008, resulted from ~~the~~an investment by ~~Greenville~~ the Corporation’s subsidiary, Greenville Federal, in the AMF Ultra Short Mortgage Fund (the “Fund”). For the quarter ended September 30, 2009, the Fund ended in an unrealized gain position of $462,000; therefore, no non-cash impairment charge was recorded in the 2009 quarter.

Federal Income Taxes

The provision for federal income taxes totaled $14,000 for the three months ended September 30, 2009, a decrease of $40,000, or 74.1%, compared to the same quarter in 2008. The decrease resulted primarily from a $122,000 decrease in pre-tax earnings, net of the $1.4 million other-than-temporary impairment charge, year to year. For the three months ended September 30, 2009, the effective tax rate was 18.4%, compared to 27.2% for the three months ended September 30, 2008, which was adjusted for the other-than-temporary impairment.

Greenville Federal Financial Corporation ~~PART~~Management’s IIDiscussion —and ~~OTHER~~Analysis ~~INFORMATION~~of ~~(CONTINUED)~~Financial Condition and Results of Operations

The provision for federal income taxes totaled $39,000 for the nine months ended March 31, 2008, a decrease of $142,000, or 78.5%, compared to the same period in 2008. The decrease resulted primarily from a $3.7 million decrease in pre-tax earnings year to year. The effective tax rate was 13.3% for the nine months ended March 31, 2009, adjusted for other-than-temporary impairment, compared to 28.0% for the nine months ended March 31, 2008, which reflected the effects of non-taxable income.

Current Financial Market Turmoil

The financial market turmoil and tightening of credit within the industry have led to a lack of consumer confidence, increased volatility and widespread reduction of business activity. As a result, the Corporation could incur additional expenses that would adversely affect our net income. In December 2008, the FDIC issued a rule increasing deposit insurance assessment rates for insured institutions by an additional 7 basis points on an annual basis. On February 27, 2009, the FDIC announced adoption of an interim final rule imposing a one-time special assessment and a final rule adjusting the risk-based calculation used to determine the premiums to be paid by each insured institution. Although the amount of the special assessment was originally set at 20 basis points, to be paid in September 2009, the amount may be reduced. In addition, the FDIC has adopted the Temporary Liquidity Guarantee Program, pursuant to which it provides unlimited insurance on deposits in noninterest-bearing transaction accounts not otherwise covered by the existing deposit insurance limit of $250,000. The Corporation has chosen to participate. Such participation will increase our expenses and decrease net income. In addition, our credit risk may be increased when our loan collateral cannot be sold or is sold at prices not sufficient to recover the full amount of the loan balance. If loan collateral cannot be sold at a price sufficient to recover the full amount of the loan balance, this may adversely affect our profitability. With capital significantly in excess of regulatory requirements, the Corporation is positioned well to absorb any such losses.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4T. Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer of the Registrant have evaluated ~~the~~ the effectiveness of the Registrant’s disclosure controls and procedures as of ~~March~~September 3130, 2009, ~~and~~ and have concluded that the disclosure controls and procedures in place at ~~March~~September 3130, 2009, ~~were~~ were effective.

There were no changes in the Corporation’s internal control over financial reporting that ~~occurred~~ occurred during the quarter ended ~~March~~September 3130, 2009, that have materially affected, or are ~~reasonably~~ reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Greenville Federal Financial Corporation

PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

Not applicable

ITEM 1A. Risk Factors

Not applicable

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

19Not applicable

Greenville Federal Financial Corporation PART II — OTHER INFORMATION (CONTINUED)

The following table sets forth information regarding the only purchase of the Corporation’s stock made by the Corporation during the quarter ended March 31, 2009:

Maximum Number (or

Total Number of

Approximate Dollar

Shares (or Units)

Value) of Shares

Purchased as Part

(or Units) That May

Total Number of

of Publicly

Be Purchased Under

Shares (or Units)

Average Price Paid

Announced Plans or

the Plans or

Period

Purchased(1)

Per Share (or Unit)

Programs

February 2009

560

8.00

—

(1) All of the 560 shares were repurchased pursuant to a put option under the Company’s employee stock ownership plan.

ITEM 3. Defaults Upon Senior Securities

Not applicable

ITEM 4. Submission of Matters to a Vote of Security Holders

Not applicable

ITEM 5. Other Information

Not applicable

ITEM 6. Exhibits

3.1		Greenville Federal Financial Corporation Federal Stock Subsidiary Holding Company Charter
3.2		Greenville Federal Financial Corporation Federal Stock Subsidiary Holding Company Bylaws ~~(as amended on April 21, 2009)~~
4		Agreement to Furnish Long-Term Debt Instruments and Agreements
10.1		Employment Agreement with ~~Jeff~~Susan DJ. ~~Kniese~~Allread
31.1		Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

2023

Greenville Federal Financial Corporation PART II — OTHER INFORMATION (CONTINUED)

32.1		Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Greenville Federal Financial Corporation

SIGNATURES

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

	GREENVILLE FEDERAL FINANCIAL CORPORATION
Date: May 14, 2009	By:	/s/ Jeff D. Kniese
Date: November 16, 2009	By:	/s/ Jeff D. Kniese
		Jeff D. Kniese
		President and Chief Executive Officer
Date: May 14, 2009	By:	/s/ Susan J. Allread
Date: November 16, 2009	By:	/s/ Susan J. Allread
		Susan J. Allread
		Chief Financial Officer

2224

INDEX TO EXHIBITS

3.1		Greenville Federal Financial Corporation Federal Stock Subsidiary Holding Company Charter (Incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A filed by the Registrant with the Securities and Exchange Commission on December 14, 2006)
3.2		Greenville Federal Financial Corporation Federal Stock Subsidiary Holding Company Bylaws (~~as Amended on April 21, 2009) (~~Incorporated by reference to Exhibit 3.1 to the ~~Current~~Registration ~~Report~~Statement on Form 8-KA filed by the Registrant with the Securities and Exchange Commission on ~~April~~December 2414, ~~2009~~2006)
4		Agreement to Furnish Long-Term Debt Instruments and Agreements
10.1		Employment Agreement with ~~Jeff~~Susan DJ. ~~Kniese~~Allread (Incorporated by reference to Exhibit 9910.1 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on ~~April~~July 1424, 2009)
31.1		Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Filing Compare · Greenville Federal Financial CORP