UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

Commission file number:   0-54447

NAUGATUCK VALLEY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

MARYLAND	01-0969655
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

333 CHURCH STREET, NAUGATUCK, CONNECTICUT	06770
(Address of principal executive offices)	(Zip Code)

(203) 720-5000

(Registrant’s telephone number, including area code)

N/A

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

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

Yes x              No ¨

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

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

Large Accelerated Filer  ¨	Accelerated Filer  ¨
Non-accelerated Filer  ¨	Smaller Reporting Company  x
(Do not check if a smaller reporting company)

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

Yes ¨            No x

As of November 7, 2011, there were 7,002,292 shares of the registrant’s common stock outstanding.

NAUGATUCK VALLEY FINANCIAL CORPORATION

Table of Contents

		Page No.
Part I.  Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition at September 30, 2011 and December 31, 2010	3
	Consolidated Statements of Income for the three and nine months ended September 30, 2011 and 2010	4
	Consolidated Statements of Changes in Stockholder’s Equity for the nine months ended September 30, 2011	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Liquidity and Capital Resources	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
Part II.  Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	(Removed and Reserved)	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36
Exhibits

Part I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements (Unaudited)

2

Consolidated Statements of Financial Condition

(In thousands, except share data)

	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Cash and due from depository institutions	$	21,791		$	11,686
Investment in federal funds		1,671			2,577
Investment securities available-for-sale, at fair value		26,214			31,683
Investment securities held-to-maturity, at amortized cost		18,460			15,334
Loans held for sale		2,174			81
Loans receivable, net		476,574			473,521
Accrued income receivable		1,950			1,979
Foreclosed real estate and repossessed assets, net		1,033			421
Premises and equipment, net		9,716			9,612
Bank owned life insurance		9,480			9,248
Federal Home Loan Bank stock, at cost		6,252			6,252
Deferred income taxes		2,290			2,413
Other assets		2,588			3,446
Total assets	$	580,193		$	568,253
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits	$	405,281		$	405,875
Borrowed funds		87,551			102,842
Mortgagors' escrow accounts		2,476			4,832
Other liabilities		2,680			2,444
Total liabilities		497,988			515,993
Commitments and contingencies
Stockholders' equity (1)
Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $.01 par value; 25,000,000 shares authorized; 7,002,366 and 7,587,645 shares issued; 7,002,292 and 7,003,186 shares outstanding at September 30, 2011 and December 31, 2010, respectively		70			76
Paid-in capital		58,941			33,786
Retained earnings		27,216			25,986
Unearned ESOP shares (423,843 shares at September 30, 2011 and 173,463 shares at December 31, 2010)		(3,741	)		(1,738	)
Unearned stock awards (1,994 shares at September 30, 2011 and 2,893 shares at December 31, 2010)		(19	)		(29	)
Treasury stock, at cost (74 shares at September 30, 2011 and 587,579 shares at December 31, 2010)		(1	)		(6,176	)
Accumulated other comprehensive income		(261	)		355
Total stockholders' equity		82,205			52,260
Total liabilities and stockholders' equity	$	580,193		$	568,253

(1) Share data for period ended December 31, 2010 has been restated to reflect the effect of the Company's stock offering and concurrent second-step conversion effective June 29, 2011 at an exchange ratio of 0.9978.

See accompanying notes to unaudited consolidated financial statements.

3

Consolidated Statements of Income

(In thousands, except per share data)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011			2010		2011			2010
	(Unaudited)
Interest income
Interest on loans	$	6,520		$	6,784	$	19,304		$	20,251
Interest and dividends on investments and deposits		413			427		1,254			1,289
Total interest income		6,933			7,211		20,558			21,540
Interest expense
Interest on deposits		1,371			1,853		4,835			5,479
Interest on borrowed funds		550			731		1,726			2,291
Total interest expense		1,921			2,584		6,561			7,770
Net interest income		5,012			4,627		13,997			13,770
Provision for loan losses		1,195			993		2,673			2,164
Net interest income after provision for loan losses		3,817			3,634		11,324			11,606
Noninterest income
Mortgage banking income		666			214		1,149			328
Recovery from legal settlement		508			-		655			-
Fees for services related to deposit accounts		231			238		657			728
Fees for other services		215			167		621			438
Income from investment advisory services, net		89			51		228			146
Income from bank owned life insurance		77			80		232			248
Net gain on investments		-			-		86			11
Other than temporary impariment losses on investments		(19	)		-		(19	)		-
Other income		25			19		81			100
Total noninterest income		1,792			769		3,690			1,999
Noninterest expense
Compensation, taxes and benefits		2,721			2,136		7,435			6,332
Office occupancy		579			554		1,751			1,733
Professional fees		143			83		413			300
FDIC insurance premiums		131			172		507			504
Computer processing		123			231		449			693
Loss on foreclosed real estate, net		104			16		192			47
Directors compensation		98			79		373			467
Advertising		96			69		301			235
Office supplies		67			51		164			147
Public company expenses		19			23		67			71
Costs related to terminated merger		-			109		-			264
Other expenses		419			253		984			756
Total noninterest expense		4,500			3,776		12,636			11,549
Income before provision for income taxes		1,109			627		2,378			2,056
Provision for income taxes		362			423		730			859
Net income	$	747		$	204	$	1,648		$	1,197
Earnings per common share - basic and diluted (1)	$	0.12		$	0.03	$	0.25		$	0.18

(1) Earnings per share for the three and nine months ended September 30, 2010 have been restated to reflect the effect of the Company's stock offering and concurrent second-step conversion effective June 29, 2011 at an exchange ratio of 0.9978.

See accompanying notes to unaudited consolidated financial statements.

4

Consolidated Statements of Changes in Stockholder’s Equity

Nine months ended September 30, 2011

(Unaudited, in thousands, except share data)

	Common			Paid-in		Retained			Unearned ESOP			Unearned Stock			Treasury			Accumulated Other Comprehensive
	Stock			Capital		Earnings			Shares			Awards			Stock			Income			Total
Balance at December 31, 2010	$	76		$	33,786	$	25,986		$	(1,738	)	$	(29	)	$	(6,176	)	$	355		$	52,260
Exchange of common stock pursuant to reorganization and concurrent second-step stock offering		(6	)		25,150		-			-			-			6,177			-			31,321
Dividends declared ($0.09 per common share)		-			-		(418	)		-			-			-			-			(418	)
Stock based compensation (897 shares vested)		-			-		-			-			10			-			-			10
Stock based compensation options		-			5		-			-			-			-			-			5
Shares purchased for ESOP pursuant to reorganization (250,380 shares)		-			-		-			(2,003	)		-			-			-			(2,003	)
Treasury stock acquired (269 shares)		-			-		-			-			-			(2	)		-			(2	)
Comprehensive income:
Net income		-			-		1,648			-			-			-			-
Net change in unrealized holding gain on available- for-sale securities, net of tax effect		-			-		-			-			-			-			(616	)
Comprehensive income																						1,032
Balance at September 30, 2011	$	70		$	58,941	$	27,216		$	(3,741	)		(19	)	$	(1	)	$	(261	)	$	82,205

See accompanying notes to unaudited consolidated financial statements.

5

Consolidated Statements of Cash Flows (In thousands)

	Nine Months Ended
	September 30,
	2011			2010
	(Unaudited)
Cash flows from operating activities
Net income	$	1,648		$	1,197
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses		2,673			2,164
Depreciation and amortization expense		577			600
Loss on sale of assets		-			2
Gain on sale of loans held for sale		(860	)		(267	)
Origination of loans held for sale		(24,460	)		(23,677	)
Proceeds from sale of loans held for sale		22,287			22,893
Net amortization from investments		117			46
Amortization of intangible assets		25			25
Deferred income tax provision (benefit)		124			(226	)
Net loss on other real estate owned		11			-
Stock-based compensation		185			391
Net gain on investments		(86	)		(11	)
Other than temporary impairment charge		19			-
Net change in:
Accrued income receivable		29			41
Deferred loan fees		(53	)		18
Cash surrender value of life insurance		(232	)		(248	)
Other assets		843			(113	)
Other liabilities		65			226
Net cash provided by operating activities		2,912			3,061
Cash flows from investing activities
Proceeds from maturities and repayments of available-for-sale securities		3,983			5,020
Proceeds from sale of available-for-sale securities		1,376			8,275
Proceeds from maturities of held-to-maturity securities		1,163			438
Purchase of available-for-sale securities		-			(8,995	)
Purchase of held-to-maturity securities		(4,847	)		(9,276	)
Loan originations net of principal payments		(5,464	)		(7,927	)
Purchase of property and equipment		(692	)		(360	)
Proceeds from the sale of other real estate owned		109			140
Net cash used by investing activities		(4,372	)		(12,685	)
Cash flows from financing activities
Net change in time deposits		(30,347	)		12,406
Net change in other deposit accounts		29,753			11,413
Net change in mortgagors' escrow deposits		(2,356	)		(2,516	)
Advances from Federal Home Loan Bank		4,800			19,900
Repayment of advances from Federal Home Loan Bank		(28,628	)		(26,674	)
Net change in repurchase agreements		8,537			7,659
Proceeds from common stock offering, net of offering costs		31,322			-
Purchase of shares by ESOP pursuant to reorganization		(2,003	)		-
Treasury stock acquired		(2	)		(44	)
Dividends paid to stockholders		(417	)		(235	)
Net cash provided by financing activities		10,659			21,909
Net change in cash and cash equivalents		9,199			12,285
Cash and cash equivalents at beginning of period		14,263			12,146
Cash and cash equivalents at end of period	$	23,462		$	24,431
Cash paid during the period for:
Interest	$	6,564		$	7,771
Income taxes		601			1,076
Non-cash transactions:
Transfer of loans to foreclosed assets	$	732		$	652

See accompanying notes to unaudited consolidated financial statements.

6

Notes to Unaudited Consolidated Financial Statements

NOTE 1 – NATURE OF OPERATIONS

Effective June 29, 2011, Naugatuck Valley Financial Corporation (the “Company”) completed its public stock offering in connection with the conversion of Naugatuck Valley Mutual Holding Company (the “MHC”) from the mutual holding company to the stock holding company form of organization (the “Conversion”).  As a result of the Conversion, the Company succeeded Naugatuck Valley Financial Corporation, a Federal corporation (the “Federal Corporation”), as the holding company for Naugatuck Valley Savings and Loan (the “Bank”) and the MHC ceased to exist.  A total of 4,173,008 shares of Company common stock were sold in a subscription and community offering at $8.00 per share, including 250,380 shares purchased by the Naugatuck Valley Savings and Loan Employee Stock Ownership Plan (the “ESOP”).  Additionally, shares totaling 2,829,358 were issued to the stockholders of the Federal Corporation (other than the MHC) in exchange for their shares of Federal Corporation common stock at an exchange ratio of 0.9978 share of Company common stock for each share of Federal Corporation common stock.  Shares outstanding after the stock offering and the exchange totaled 7,002,366.  Net proceeds from the reorganization and stock offering totaled $31.3 million, after deducting of offering costs of $2.1 million.  Net income per share and the weighted average shares outstanding for the three and nine months ended September 30, 2010 have been restated to reflect the Conversion.

Originally organized in 1922, the Bank is a federally chartered stock savings bank which is headquartered in Naugatuck, Connecticut. The Bank provides a full range of personal banking services to individual and small business customers located primarily in the Naugatuck Valley and the immediate surrounding vicinity.  It is subject to competition from other financial institutions throughout the region.  The Bank is also subject to the regulations of various federal agencies and undergoes periodic examinations by those regulatory authorities.

The Bank owns Naugatuck Valley Mortgage Servicing Corporation, which qualifies and operates as a Connecticut passive investment company pursuant to legislation.

NOTE 2 - BASIS OF PRESENTATION

The accompanying consolidated interim financial statements are unaudited and include the accounts of the Company, the Bank, and the Bank’s wholly owned subsidiary, Naugatuck Valley Mortgage Servicing Corporation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to SEC Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.  All significant intercompany accounts and transactions have been eliminated in consolidation. These consolidated financial statements reflect, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and the results of its operations and its cash flows at the dates and for the periods presented.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of condition, and income and expenses for the interim period.  Actual results could differ from those estimates.  Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosure or in satisfaction of loans, deferred income taxes and the valuation of certain investment securities.  While management uses available information to recognize losses and properly value these assets, future adjustments may be necessary based on changes in economic conditions both in Connecticut and nationally.

Management has evaluated subsequent events for potential recognition or disclosure in the financial statements.  No subsequent events were identified that would have required a change to the financial statements or disclosure in the notes to the financial statements.

Operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

7

These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Certain reclassifications have been made to prior period consolidated financial statements to conform to the September 30, 2011 consolidated financial statement presentation. These reclassifications only changed the reporting categories but did not affect the Company’s results of operations or financial position.  Share and per share data for periods prior to the Conversion have been restated to reflect the effect of the Company’s stock offering and concurrent second-step conversion effective June 29, 2011 at an exchange ratio of 0.9978.

NOTE 3 - CRITICAL ACCOUNTING POLICIES

The Company considers accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies.  The accounting policies related to loans and the allowance for loan losses are presented below.  For a summary of all other significant accounting policies, please refer to Note 3, “Summary of Significant Accounting Policies”, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Allowance for Loan Losses.  Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment.  Although the Company believes that it uses the best information available to establish the allowance for loan losses, future additions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors.  Management reviews the level of the allowance on a quarterly basis, at a minimum, and establishes the provision for loan losses based on the composition of the loan portfolio, delinquency levels, loss experience, economic conditions, and other factors related to the collectability of the loan portfolio.

The Company engages an independent review of its commercial loan portfolio at least annually and adjusts its loan ratings based upon this review.  In addition, the Company’s regulatory authorities, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination.

Impaired Loans-Impaired loans consist of non-accrual loans and TDRs in accordance with applicable authoritative accounting guidance.  With the exception of loans that were restructured and still accruing interest, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all contractual principal and interest due according to the terms of the loan agreement. Loans deemed to be impaired are classified as non-accrual.

Impairment is measured by estimating the value of the loan based on the present value of expected future cash flows discounted at the loan’s initial effective interest rate or the fair value of the underlying collateral less costs to sell, if repayment of the loan is considered collateral-dependent.  All impaired loans are included in non-performing assets.

Non-accrual loans.  Loans are automatically placed on non-accrual status when payment of principal or interest is more than 90 days delinquent. Loans are also placed on non-accrual status if collection of principal or interest in full is in doubt or if the loan has been restructured. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received. The loan may be returned to accrual status if unpaid principal and interest are repaid so that the loan is less than 90 days delinquent.

Troubled Debt Restructurings (“TDRs”).TDRs are loans for which the original contractual terms of the loans have been modified and both of the following conditions exist: (i) the restructuring constitutes a concession (including reduction of interest rates or extension of maturity dates) and (ii) the borrower is experiencing financial difficulties. Loans are not classified as TDRs when the modification is short-term or results in only an insignificant delay or shortfall in the payments to be received. The Company’s TDRs are determined on a case-by-case basis in connection with ongoing loan collection processes.

8

The Company does not accrue interest on any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. Generally, six consecutive months of payment performance by the borrower under the restructured terms is required before a TDR is returned to accrual status assuming the loan is restructured at market rates. However, the period could vary depending upon the individual facts and circumstances of the loan.

For a TDR to begin accruing interest, the borrower must demonstrate both some level of performance and the capacity to perform under the modified terms. A history of timely payments and adherence to financial covenants generally serve as sufficient evidence of the borrower’s performance. An evaluation of the borrower’s current creditworthiness is used to assess whether the borrower has the capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable. (See Note 6 for additional information on TDRs.)

NOTE 4 — Accounting Standards Updates

Recently Adopted Accounting Guidance

Credit Quality and Allowance for Credit Losses Disclosures: In July 2010, the Financial Accounting Standards Board (“FASB”) issued guidance that requires companies to provide more information about the credit risks inherent in their loan and lease portfolios and how management considers those credit risks in determining the allowance for credit losses. A company is required to disclose its accounting policies, the methods it uses to determine the components of the allowance for credit losses, and qualitative and quantitative information about the credit quality of its loan portfolio, such as aging information and credit quality indicators. Both new and existing disclosures are required, either by portfolio segment or class, based on how a company develops its allowance for credit losses and how it manages its credit exposure. The guidance is effective for all financing receivables, including loans and trade accounts receivables. However, short-term trade accounts receivables, receivables measured at fair value or lower of cost or fair value, and debt securities are exempt from these disclosure requirements. The Company adopted the period end disclosure requirements on December 31, 2010, disclosure requirements pertaining to period activity on January 1, 2011, and disclosure requirements related to TDRs on July 1, 2011. This disclosure is presented in Note 3, “Summary of Significant Accounting Policies,” and Note 6, “Loans Receivable.”  As this guidance affected only disclosures, the adoption of this guidance did not impact the Company’s financial position, results of operations, or liquidity.

Clarification to Accounting for Troubled Debt Restructurings: In April 2011, the FASB issued guidance to clarify the accounting for TDRs. Given the recent economic downturn, many banks have seen an increase in the number of loan modifications. Diversity in practice exists in terms of identifying whether a loan modification qualifies as a TDR, such that the FASB was asked to provide guidance. This new guidance was developed to assist creditors in determining whether a loan modification meets the criteria to be considered a TDR, both for purposes of recording an impairment and for disclosure of TDRs. The amendment specifies that in evaluating whether a restructuring constitutes a TDR, a creditor must conclude that both of the following conditions exist: (i) the restructuring constitutes a concession and (ii) the borrower is experiencing financial difficulties. The Company adopted this guidance effective July 1, 2011, and applied this guidance to restructurings occurring on or after January 1, 2011. The new guidance did not impact the Company’s financial position, results of operations, or liquidity or the numbers of TDRs indentified.

Recently Issued Accounting Guidance

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”): In April 2011, the FASB issued guidance that clarifies the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The guidance does not extend the use of fair value accounting, but clarifies the wording on how it should be applied to be consistent with IFRS and expands certain disclosure requirements relating to Level 3 fair value measurements. For many of the requirements, the FASB does not intend for the amendments in this update to result in a change in application from current guidance. This guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2011. Since the guidance only relates to disclosure, the adoption of this guidance is not expected to impact the Company’s financial condition, results of operations, or liquidity.

9

Testing Goodwill for Impairment: In September 2011, the FASB issued new guidance that gives an entity the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing those events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not necessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the entity is required to perform the second step of the goodwill impairment test to measure the amount of the impairment loss, if any. Under the amendments in this guidance, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. The amendments do not change the current guidance for testing other indefinite lived intangible assets for impairment. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial condition, results of operations, or liquidity.

Statement of Comprehensive Income: In April 2011, the FASB issued accounting guidance requiring companies to include a statement of comprehensive income as part of its interim and annual financial statements. The new guidance gives companies the option to present net income and comprehensive income either in one continuous statement or in two separate, but consecutive statements. This approach represents a change from current GAAP, which allows companies to report OCI and its components in the statement of shareholder’s equity. The guidance also allows companies to present OCI either net of tax with details in the notes or shown gross of tax (with tax effects shown parenthetically). This guidance is effective for fiscal years beginning after December 15, 2011, but early adoption is permitted. Since the guidance only relates to disclosure, the adoption of this guidance is not expected to impact the Company’s financial condition, results of operations, or liquidity.

NOTE 5 – INVESTMENT SECURITIES

At September 30, 2011, the composition of the investment portfolio was:

	Amortized		Gross Unrealized					Fair
(In thousands)	Cost Basis		Gains		Losses			Value
Available-for-sale securities:
U.S. government and agency obligations	$	1,016	$	62	$	-		$	1,078
Mortgage-backed securities - GSEs		14,868		907		(1	)		15,774
Collateralized mortgage obligations		2,286		16		(86	)		2,216
Total debt securities		18,170		985		(87	)		19,068
Auction-rate trust preferred securities		8,000		-		(854	)		7,146
Total available-for-sale securities	$	26,170	$	985	$	(941	)	$	26,214

	Amortized		Gross Unrealized				Fair
(In thousands)	Cost Basis		Gains		Losses		Value
Held-to-maturity securities:
Mortgage-backed securities - GSEs	$	18,460	$	497	$	-	$	18,957
Total held-to-maturity securities	$	18,460	$	497	$	-	$	18,957

10

At December 31, 2010, the composition of the investment portfolio was:

	Amortized		Gross Unrealized					Fair
(In thousands)	Cost Basis		Gains		Losses			Value
Available-for-sale securities:
U.S. government and agency obligations	$	1,022	$	65	$	-		$	1,087
Mortgage-backed securities - GSEs		19,093		867		-			19,960
Collateralized mortgage obligations		2,706		31		(61	)		2,676
Total debt securities		22,821		963		(61	)		23,723
Auction-rate trust preferred securities		8,200		-		(240	)		7,960
Total available-for-sale securities	$	31,021	$	963	$	(301	)	$	31,683

	Amortized		Gross Unrealized					Fair
(In thousands)	Cost Basis		Gains		Losses			Value
Held-to-maturity securities:
Mortgage-backed securities - GSEs	$	15,334	$	26	$	(256	)	$	15,104
Total held-to-maturity securities	$	15,334	$	26	$	(256	)	$	15,104

Included in collateralized mortgage obligations was one private label security with an amortized cost of $365,000 and $436,000, and fair value of $279,000 and $376,000, at September 30, 2011 and December 31, 2010, respectively.  During the quarter ended September 30, 2011, the Company recognized an Other than Temporary Impairment (“OTTI”) charge of $19,000 on this investment.  This charge was related solely to the credit loss component of this security.  No previous OTTI charges have been recorded on this investment.

The Company has identified other investment securities in which the fair value of the security is less than the cost of the security.  This can be from an increase in interest rates since the time of purchase or from deterioration in the credit quality of the issuer.  All investment securities which have unrealized losses have undergone an internal impairment review.

Management’s review for impairment generally entails identification and analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period; discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and documentation of the results of these analyses. As a result of the reviews, management has determined that there are no other investment securities which have deteriorated in credit quality subsequent to purchase, and believes that these unrealized losses are temporary and are the result of changes in market interest rates and market conditions over the past several years.

The following is a summary of the fair values and related unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2011, and December 31, 2010.

11

	At September 30, 2011
	Securities in Continuous Unrealized
	Loss Position Less Than 12 Months
	Number of		Market		Unrealized
(Dollars in thousands)	Securities		Value		Loss
Mortgage backed securities – GSEs		1	$	242	$	(1	)
Total securities in unrealized loss position		1	$	242	$	(1	)

	Securities in Continuous Unrealized
	Loss Position 12 or More Consecutive Months
	Number of		Market		Unrealized
(Dollars in thousands)	Securities		Value		Loss
Collateralized mortgage obligations		1	$	279	$	(86	)
Auction-rate trust preferred securities		2		1,546		(854	)
Total securities in unrealized loss position		3	$	1,825	$	(940	)

	At December 31, 2010
	Securities in Continuous Unrealized
	Loss Position Less Than 12 Months
	Number of		Market		Unrealized
(Dollars in thousands)	Securities		Value		Loss
Collateralized mortgage obligations		1	$	182	$	(3	)
Mortgage backed securities - GSEs		5		14,028		(256	)
Total securities in unrealized loss position		6	$	14,210	$	(259	)

	Securities in Continuous Unrealized
	Loss Position 12 or More Consecutive Months
	Number of		Market		Unrealized
(Dollars in thousands)	Securities		Value		Loss
Collateralized mortgage obligations		1	$	376	$	(58	)
Auction-rate trust preferred securities		2		2,160		(240	)
Total securities in unrealized loss position		3	$	2,536	$	(298	)

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NOTE 6 – LOANS RECEIVABLE

A summary of loans receivable at September 30, 2011 and December 31, 2010 is as follows:

	September 30,			December 31,
(Dollars in thousands)	2011			2010
Real estate loans:
One-to-four family	$	222,980		$	219,286
Construction		30,592			30,921
Multi-family and commercial real estate		163,444			160,235
Total real estate loans		417,016			410,442
Commercial business loans		36,800			34,742
Consumer loans:
Savings accounts		853			956
Personal		177			236
Automobile		524			168
Home equity		33,015			34,807
Total consumer loans		34,569			36,167
Totals loans		488,385			481,351
Less:
Allowance for loan losses		8,722			6,393
Undisbursed construction loans		2,739			1,034
Deferred loan origination fees, net		350			403
Loans receivable, net	$	476,574		$	473,521
Weighted average yield		5.32	%		5.47	%

Credit Quality of Financing Receivables and the Allowance for Loan Losses

Management segregates the loan portfolio into portfolio segments, which are defined as the levels at which the Company develops and documents a systematic method for determining its allowance for loan losses.  The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type.  Such risk factors are periodically reviewed by management and revised as deemed appropriate.

The Company’s loan portfolio is segregated into the following portfolio segments:

One-to Four-Family Owner Occupied Loans.  This portfolio segment consists of the origination of first mortgage loans secured by one-to four-family owner occupied residential properties and residential construction loans to individuals to finance the construction of residential dwellings for personal use located in our market area.  The Company has experienced a low level of foreclosures on its owner occupied loan portfolio during recent periods and believes this is due mainly to its conservative underwriting and lending policies which do not allow for risky loans such as “Option ARM,” “sub-prime” or “Alt-A” loans.

Commercial Real Estate and Multi-family Loans.  This portfolio segment includes loans secured by commercial real estate, non-owner occupied one-to four-family and multi-family dwellings for property owners and businesses in our market area. Loans secured by commercial real estate generally have larger loan balances and more credit risk than owner occupied one-to four-family mortgage loans.  The increased risk is the result of several factors, including the concentration of principal in a limited number of loans and borrowers, the impact of local and general economic conditions on the borrower’s ability to repay the loan, and the increased difficulty of evaluating and monitoring these types of loans.

Construction and Land Development Loans.  This portfolio segment includes commercial construction loans for commercial development projects, including condominiums, apartment buildings, and single family subdivisions as well as office buildings, retail and other income producing properties and land loans, which are loans made with land as security. Construction and land development financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost proves to be inaccurate, the Company may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project proves to be inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment. Construction loans also expose the Company to the risks that improvements will not be completed on time in accordance with specifications and projected costs and that repayment will depend on the successful operation or sale of the properties, which may cause some borrowers to be unable to continue with debt service which exposes the Company to greater risk of non-payment and loss.

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Commercial Business Loans.  This portfolio segment includes commercial business loans secured by real estate, assignments of corporate assets, and personal guarantees of the business owners.  Commercial business loans generally have higher interest rates and shorter terms than other loans, but they also may involve higher average balances, increased difficulty of loan monitoring and a higher risk of default since their repayment generally depends on the successful operation of the borrower’s business.

Real Estate Secured Loans.  This portfolio segment includes home equity loans and home equity lines of credit secured by owner occupied one-to four-family residential properties.  Loans of this type are generally written at a maximum of 75% of the appraised value of the property and require that the Company has a second lien position on the property.  These loans are written at a higher interest rate and a shorter term than mortgage loans.  The Company has experienced a low level of foreclosure in this type of loan during recent periods.  These loans can be affected by economic conditions and the values of the underlying properties.

Consumer Loans.  This portfolio segment includes loans secured by passbook or certificate accounts, or automobiles, as well as unsecured personal loans and overdraft lines of credit.  This type of loan may entail greater risk than do residential mortgage loans, particularly in the case of loans that are unsecured or secured by assets that depreciate rapidly.

Loans are generally carried at the amount of unpaid principal, less the allowance for loan losses and adjusted for deferred loan fees, which are amortized over the term of the loan using the interest method.  Interest on loans is accrued based on the principal amounts outstanding.  It is the Company’s policy to discontinue the accrual of interest when a loan is specifically determined to be impaired or when the principal or interest is delinquent for more than 90 days.  When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income.

The allowance for loan losses is established through a provision for loan losses. The Company maintains the allowance at a level believed, to the best of management’s knowledge, adequate to cover all known and inherent losses in the loan portfolio that are both probable and reasonable to estimate at each reporting date.

Management reviews the allowance for loan losses on no less than a quarterly basis in order to identify those inherent losses and to assess the overall collection probability for the loan portfolio. The evaluation process by portfolio segment includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience.

The establishment of the allowance for loan losses is significantly affected by management’s judgment and uncertainties, and there is a likelihood that different amounts would be reported under different conditions or assumptions. The Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews the allowance for loan losses and may require the Company to make additional provisions for estimated loan losses based upon judgments different from those of management.

The allowance generally consists of specific (or allocated) and general components. The specific component relates to loans that are recognized as impaired.  For such impaired loans, an allowance is established when the discounted cash flows (or collateral value or observable market price if the loan is collateral dependent) of the impaired loan is lower than the carrying value of that loan.  The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors.  Additional general reserves are placed on loans classified as either doubtful, substandard or special mention.

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The Company will continue to monitor and modify its allowance for loan losses as conditions dictate. No assurances can be given that the level of allowance for loan losses will cover all of the inherent losses in the loan portfolio or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance for loan losses.

The following tables set forth the balance of the allowance for loan losses at September 30, 2011 and December 31, 2010, by portfolio segment, disaggregated by impairment methodology, which is then further segregated by amounts evaluated for impairment collectively and individually.  Also included is a summary of transactions in the allowance for loan losses for the nine months ended September 30, 2011 and the year ended December 31, 2010.  The allowance for loan losses allocated to each portfolio segment is not necessarily indicative of future losses in any particular portfolio segment and does not restrict the use of the allowance to absorb losses in other portfolio segments.

	For the Nine Months Ended September 30, 2011
(In thousands)	One-to-Four Family			Construction		Commercial  Real Estate			Commercial			Consumer			Total
Allowance for Loan Losses:
Beginning Balance	$	1,585		$	600	$	2,714		$	884		$	610		$	6,393
Provision for loan losses		405			468		1,058			452			290			2,673
Charge-offs		(154	)		-		(43	)		(138	)		(11	)		(346	)
Recoveries		-			-		-			2			-			2
Ending Balance	$	1,836		$	1,068	$	3,729		$	1,200		$	889		$	8,722
Ending Balance individually evaluated for impairment	$	2,462		$	9,617	$	5,148		$	925		$	454		$	18,606
Ending Balance collectively evaluated for impairment	$	220,518		$	20,975	$	158,296		$	35,875		$	34,115		$	469,779

	For the Year Ended December 31, 2010
(In thousands)	One-to-Four Family			Construction			Commercial Real Estate		Commercial			Consumer			Total
Allowance for Loan Losses:
Beginning Balance	$	1,044		$	632		$	1,489	$	481		$	350		$	3,996
Provision for loan losses		568			138			1,225		1,142			287			3,360
Charge-offs		(27	)		(170	)		-		(754	)		(27	)		(978	)
Recoveries		-			-			-		15			-			15
Ending Balance	$	1,585		$	600		$	2,714	$	884		$	610		$	6,393
Ending Balance individually evaluated for impairment	$	2,677		$	4,059		$	1,106	$	1,598		$	277		$	9,717
Ending Balance collectively evaluated for impairment	$	216,609		$	26,862		$	159,129	$	33,144		$	35,890		$	471,634

The Company’s policies provide for the classification of loans and other assets into the following categories: pass (1 - 4), bankable with care (5), special mention (6), substandard (7), doubtful (8) and loss (9). Consistent with regulatory guidelines, loans and other assets that are considered to be of lesser quality are classified as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets (or portions of assets) classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted. Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve close attention, are required to be designated as special mention.

15

When assets are classified as special mention, substandard or doubtful, the Company disaggregates these assets and allocates a portion of the related general loss allowances to such assets as the Company deems prudent.  Determinations as to the classification of assets and the amount of loss allowances are subject to review by our principal federal regulator, the Office of the Comptroller of the Currency, which can require that we establish additional loss allowances. The Company regularly reviews its asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

The following tables are a summary of the loan portfolio quality indicators by loan class as of September 30, 2011 and December 31, 2010:

Commercial Loans - Credit Risk Profile by Internally Assigned Grade:
	At September 30, 2011						At December 31, 2010
(In thousands)	Commercial Loans		Commercial Real Estate Construction		Commercial Real Estate		Commercial Loans		Commercial Real Estate Construction		Commercial Real Estate
Grade:
4	$	6,001	$	218	$	39,406	$	3,697	$	281	$	39,176
5		25,134		10,507		98,622		24,931		10,847		91,329
6		3,029		5,663		11,793		3,456		5,391		16,430
7		2,555		9,558		12,923		2,555		11,623		13,300
8		81		-		700		103		-		-
Total	$	36,800	$	25,946	$	163,444	$	34,742	$	28,142	$	160,235

Consumer Loans - Credit Risk Profile by Internally Assigned Grade:
	At September 30, 2011				At December 31, 2010
(In thousands)	Residential - Prime		Residential - Construction		Residential - Prime		Residential - Construction
Grade:
Pass	$	218,086	$	4,646	$	213,680	$	2,779
Special Mention		698		-		503		-
Substandard		4,196		-		3,563		-
Doubtful		-		-		1,540		-
Total	$	222,980	$	4,646	$	219,286	$	2,779

Consumer Loans - Credit Risk Profile Based on Payment Activity:
	At September 30, 2011		At December 31, 2010
(In thousands)	Consumer - Other		Consumer - Other
Grade:
Performing	$	33,999	$	35,652
Nonperforming		570		515
Total	$	34,569	$	36,167

When a loan is 15 days past due, the Company sends the borrower a late notice. The Company also contacts the borrower by phone if the delinquency is not corrected promptly after the notice has been sent. When the loan is 30 days past due, the Company mails the borrower a letter reminding the borrower of the delinquency, and attempt to contact the borrower personally to determine the reason for the delinquency in order to ensure that the borrower understands the terms of the loan and the importance of making payments on or before the due date. If necessary, subsequent delinquency notices are issued and the account will be monitored on a regular basis thereafter. By the 90th day of delinquency, the Company will send the borrower a final demand for payment and may recommend foreclosure. A summary report of all loans 30 days or more past due is provided to the board of directors of the Company each month, and more frequently to the Asset Quality Committee of the Board of Directors.

Loans are automatically placed on non-accrual status when payment of principal or interest is more than 90 days delinquent. Loans are also placed on non-accrual status if collection of principal or interest in full is in doubt or if the loan has been restructured. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received. The loan may be returned to accrual status if unpaid principal and interest are repaid so that the loan is less than 90 days delinquent.  Management works closely with the Asset Quality Committee of the Board of Directors in an effort to resolve nonperforming assets in a manner most advantageous to the Company.

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The following tables set forth certain information with respect to our loan portfolio delinquencies by loan class and amount as of September 30, 2011 and December 31, 2010:

	As of September 30, 2011
(In thousands)	31-60 Days Past Due		61-90 Days Past Due		Greater Than 90 Days (Nonaccrual)		Total Past Due		Current		Carrying Amount > 90 Days and Accruing		Considered Current That Have Been Modified in Previous Year
Commercial
Commercial - other	$	300	$	285	$	2,023	$	2,608	$	34,192	$	-	$	-
Commercial RE construction		1,113		-		9,949		11,062		14,884		-		79
Commercial RE		2,163		296		10,137		12,596		150,848		-		4,887
Consumer
Consumer - other		373		97		570		1,040		33,529		-		93
Residential
Residential -prime		1,019		-		4,315		5,334		222,292		-		306
Residential -subprime		-		-		-		-		-		-		-
Total	$	4,968	$	678	$	26,994	$	32,640	$	455,745	$	-	$	5,365

	As of December 31, 2010
(In thousands)	31-60 Days Past Due		61-90 Days Past Due		Greater Than 90 Days (Nonaccrual)		Total Past Due		Current		Carrying Amount > 90 Days and  Accruing		Considered Current That Have Been  Modified in  Previous Year
Commercial
Commercial - other	$	60	$	115	$	1,356	$	1,531	$	33,211	$	-	$	2,494
Commercial RE construction		2,707		-		5,151		7,858		20,284		-		4,379
Commercial RE		1,686		258		6,242		8,186		152,049		-		16,525
Consumer
Consumer - other		470		100		515		1,085		35,082		-		208
Residential
Residential -prime		1,745		18		4,624		6,387		215,678		-		1,141
Residential -subprime		-		-		-		-		-		-		-
Total	$	6,668	$	491	$	17,888	$	25,047	$	456,304	$	-	$	24,747

The following table is a summary of nonaccrual loans by loan class as of September 30, 2011 and December 31, 2010:

Loans on Nonaccrual Status
	As of
(In thousands)	September 30, 2011		December 31, 2010
Commercial	$	2,023	$	1,356
Commercial - real estate
Commercial RE construction		9,949		5,151
Commercial RE		10,137		6,242
Consumer
Consumer - other		570		515
Residential
Residential -prime		4,315		4,624
Residential -subprime		-		-
Total	$	26,994	$	17,888

Nonperforming loans (defined as nonaccrual loans and troubled debt restructurings) totaled $27.0 million at September 30, 2011 compared to $17.9 million at December 31, 2010 ($1.3 million of which at both dates is fully guaranteed by the U.S. Small Business Administration).  The amount of income that was contractually due but not recognized on nonperforming loans totaled $799,000 for the quarter ended September 30, 2011, compared with $513,000 for the quarter ended December 31, 2010.

17

At September 30 2011, there were no loans 90 or more days past due and still accruing interest.  At September 30, 2011, the Company had 78 loans on non-accrual status with foregone interest for the period since the loans were placed on non-accrual status in the amount of approximately $799,000. Included in these loans were 39 loans which were not 90 days past due, but were placed on non-accrual status as a result of a recent modification or the identification of a weakness on the loan.

The Company accounts for impaired loans under GAAP.  An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan.  Loans are individually evaluated for impairment.  When the Company classifies a problem asset as impaired, it makes an allowance for that portion of the asset that is deemed uncollectible.

At September 30, 2011, the Company had $18.6 million of loans which were considered to be impaired, with a valuation allowance of $2.1 million, compared to $9.7 million of such loans at December 31, 2010 with a valuation allowance of $929,000.  The increase is primarily due to the classification of four residential development loans, two commercial real estate loans, six commercial loans secured by business assets, five residential mortgage loans and two home equity loans during the period, partially offset by removing from classified status one commercial business loan, one commercial mortgage and three residential mortgage loans, and taking two residential mortgage loans into foreclosed assets.

The following tables are a summary of impaired loans by class of loans as of September 30, 2011 and December 31, 2010:

	Impaired Loans
	For the Nine Months Ended September 30, 2011
			Unpaid				Average		Interest
	Carrying		Principal		Related		Carrying		Income
(In thousands)	Amount		Balance		Allowance		Amount		Recognized
With no valuation allowance:
Commercial	$	1,033	$	1,033	$	-	$	1,018	$	4
Consumer - other		1,317		1,317		-		1,319		31
With a valuation allowance:
Commercial		14,657		14,657		1,627		13,837		394
Consumer - other		1,596		1,596		506		1,598		31
Total:
Commercial		15,690		15,690		1,627		14,855		398
Consumer - other		2,913		2,913		506		2,917		62

	Impaired Loans
	For the Year Ended December 31, 2010
			Unpaid				Average		Interest
	Carrying		Principal		Related		Carrying		Income
(In thousands)	Amount		Balance		Allowance		Amount		Recognized
With no valuation allowance:
Commercial	$	4,011	$	4,011	$	-	$	3,985	$	4
Consumer - other		1,137		1,137		-		1,139		28
With a valuation allowance:
Commercial		2,752		2,752		504		2,758		50
Consumer - other		1,816		1,816		425		1,802		53
Total:
Commercial		6,763		6,763		504		6,743		54
Consumer - other		2,953		2,953		425		2,941		81

Loan modifications are generally performed at the request of the individual borrower and may include reduction in interest rates, changes in payments, and maturity date extensions. TDRs are loans for which the original contractual terms of the loans have been modified and both of the following conditions exist: (i) the restructuring constitutes a concession (including reduction of interest rates or extension of maturity dates) and (ii) the borrower is experiencing financial difficulties. Loans are not classified as TDRs when the modification is short-term or results in only an insignificant delay or shortfall in the payments to be received. The Company’s loan modifications are determined on a case-by-case basis in connection with ongoing loan collection processes.

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The following table presents a summary of loans that were restructured during the nine months ended September 30, 2011.

	Nine Months Ended September 30, 2011
(Dollars in thousands)	Number of Loans		Pre- Modification Recorded Investment		Funds Disbursed		Interest and Escrow Capitalized		Post- Modification Recorded Investment
Real estate loans:
One-to-four family		1	$	169	$	-	$	-	$	169
Construction		1		48		30		-		78
Multi-family and commercial real estate		5		3,736		19		59		3,814
Commercial business loans		3		673		-		-		673
Total TDRs restructured during
the period		10	$	4,626	$	49	$	59	$	4,734
TDRs, still accruing interest		-	$	-	$	-	$	-	$	-
TDRs, included in nonaccrual		10		4,626		49		59		4,734
Total		10	$	4,626	$	49	$	59	$	4,734

The specific reserve portion of the allowance for loan losses on TDRs is determined by discounting the restructured cash flows at the original effective rate of the loan before modification or is based on the underlying collateral value less costs to sell, if repayment of the loan is considered collateral-dependent. If the resulting amount is less than the recorded book value, the Company either establishes a valuation allowance (i.e. specific reserve) as a component of the allowance for loan losses, or charges off the impaired balance if it determines that such amount is a confirmed loss. This method is used consistently for all segments of the portfolio. The allowance for loan losses also includes an allowance based on a loss migration analysis for each loan category for loans that are not individually evaluated for specific impairment. All loans charged-off, including TDRs charged-off, are factored into this calculation by portfolio segment.  The Company has not experienced any charge-offs on TDRs during the nine months ended September 30, 2011.  Additionally, as of September 30, 2011, there was a commitment in the amount of $76,000 to lend additional funds to one borrower with a TDR to allow the borrower to complete the construction project of a single family house.

NOTE 7 - EARNINGS PER SHARE

Basic net income per common share is calculated by dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed in a manner similar to basic net income per common share except that the weighted-average number of common shares outstanding is increased to include the incremental common shares (as computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. The Company's common stock equivalents are comprised of stock options and restricted stock awards. Anti-dilutive shares are common stock equivalents with weighted-average exercise prices in excess of the weighted-average market value for the periods presented.  For the three and nine months ended September 30, 2011, anti-dilutive options excluded from the calculations totaled 306,827 options (with an exercise price of $11.12) and 7,482 options (with an exercise price of $12.51).  For the three and nine months ended September 30, 2010, anti-dilutive options excluded from the calculations totaled 318,098 options (with an exercise price of $11.12) and 7,483 options (with an exercise price of $12.51).  Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating either basic or diluted net income per common share.

19

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Net income	$	747,000	$	204,000	$	1,648,000	$	1,197,000
Weighted-average common shares outstanding: (1)
Basic		6,578,471		6,811,239		6,579,104		6,813,064
Effect of dilutive stock options and restrictive stock awards		-		-		-		-
Diluted		6,578,471		6,811,239		6,579,104		6,813,064
Net income per common share: (1)
Basic	$	0.12	$	0.03	$	0.25	$	0.18
Diluted	$	0.12	$	0.03	$	0.25	$	0.18

(1) The number of shares outstanding for the three and nine months ended September 30, 2011 have been adjusted to give recognition to the exchange ratio (0.9978) applied in the Conversion.  For comparative purposes, the weighted average shares outstanding and resulting net income per share for the three and nine months ended September 30, 2010 have been restated to reflect the Conversion.

NOTE 8 - COMPREHENSIVE INCOME

Comprehensive income is net income adjusted for any changes in equity from non-owner sources that are not recorded in the income statement (such as changes in the net unrealized gain/loss on available-for-sale securities). The purpose of reporting comprehensive income is to provide a measure of all changes in equity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. The Company’s sole source of other comprehensive income is the net unrealized gain on its available-for-sale securities.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
	(In thousands)
Net income	$	747		$	204		$	1,648		$	1,197
Other comprehensive income:
Unrealized gain (loss) on securities available-for-sale		(652	)		484			(551	)		628
Reclassification adjustment for (gains) loss realized in net income		19			-			(67	)		(11	)
Other comprehensive income (loss) before tax effect		(633	)		484			(618	)		617
Income tax effect related to items of other comprehensive income (loss)		1			(14	)		(2	)		165
Other comprehensive income (loss) net of tax effect		(634	)		498			(616	)		452
Total comprehensive income	$	113		$	702		$	1,032		$	1,649

The Company has not recognized deferred taxes related to unrealized capital losses in other comprehensive income due to its current inability to use them.

NOTE 9 - EQUITY INCENTIVE PLAN

Under the Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan (the “Incentive Plan”), the Company may grant up to 371,794 stock options and 148,717 shares of restricted stock to its employees, officers and directors for an aggregate amount of up to 520,511 shares of the Company’s common stock for issuance upon the grant or exercise of awards.  Both incentive stock options and non-statutory stock options may be granted under the Incentive Plan.

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The amounts and terms of the awards granted under the Incentive Plan are summarized in the following table.

	Grant date
	July 26,		December 18,		March 20,		March 21,		July 26,
	2008		2007		2007		2006		2005
Option awards
Awarded		997		1,995		7,483		6,485		353,799
Exercise price	$	11.12	$	11.12	$	12.51	$	11.12	$	11.12
Maximum term in years		10		10		10		10		10
Restricted stock awards
Awarded		997		2,993		1,995		1,496		139,404

To date, stock option awards have been granted with an exercise price equal to the higher of the market price of the Company’s stock at the date of grant or $11.12, which was the market price of the Company’s stock at the date stock option awards were initially granted under the Incentive Plan.  All granted stock options and restricted stock awards vest at 20% per year beginning on the first anniversary of the date of grant.

Stock options and restricted stock awards are considered common stock equivalents for the purpose of computing earnings per share on a diluted basis.

The Company is recording share-based compensation expense related to outstanding stock option and restricted stock awards based upon the fair value at the date of grant over the vesting period of such awards on a straight-line basis.  The fair value of each restricted stock allocation, based on the market price at the date of grant, is recorded to unearned stock awards.  Compensation expenses related to unearned restricted shares are amortized to compensation, taxes and benefits expense over the vesting period of the restricted stock awards.  The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing method as described below.  The Company recorded share-based compensation expense of $4,550 for the three months ended September 30, 2011, compared to $1,281 for the three months ended September 30, 2010, and $14,851 and $279,161 for the comparable nine month periods, in connection with the stock option and restricted stock awards.  Additionally, during the nine months ended September 30, 2011, the Company repurchased 74 shares of its stock that were surrendered for the purpose of satisfying withholding taxes on vested restricted stock awards.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing method which includes several assumptions such as volatility, expected dividends, expected term and risk-free rate for each stock option award.  In determining the expected term of the option awards, the Company elected to follow the simplified method as permitted by the SEC Staff Accounting Bulletin 107.  Under this method, the Company has estimated the expected term of the options as being equal to the average of the vesting term plus the original contractual term. The Company estimated its volatility using the historical volatility of other, similar companies during a period of time equal to the expected life of the options. The risk-free rate for the periods within the contractual life of the options is based upon the U.S. Treasury yield curve in effect at the time of grant.  Assumptions used to determine the weighted-average fair value of stock options granted were as follows:

	July 26,			December 18,			March 20,			March 21,			July 26,
Grant date	2008			2007			2007			2006			2005
Dividend yield		2.74	%		2.20	%		1.60	%		1.89	%		1.44	%
Expected volatility		13.40	%		11.00	%		10.49	%		11.20	%		11.47	%
Risk-free rate		3.56	%		3.63	%		4.48	%		4.61	%		4.18	%
Expected life in years		6.5			6.5			6.5			6.5			6.5
Weighted average fair value of options at grant date	$	1.51		$	1.18		$	2.55		$	2.25		$	2.47

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NOTE 10 - DIVIDENDS

On July 22, 2011, the Company's Board of Directors declared a cash dividend of $0.03 per outstanding common share, which was paid on September 1, 2011, to stockholders of record as of the close of business on August 15, 2011.

NOTE 11 – FAIR VALUE

The Company uses fair value to record adjustments to certain assets and liabilities and to prepare required disclosures. Fair value is 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. Fair value is best determined using market quotes. However, in many instances, there are no quoted market prices available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. Accordingly, the fair value estimates may not be realized in an immediate transfer of the respective asset or liability.

The following is a summary of the carrying value and estimated fair value of the Company’s significant financial instruments as of September 30, 2011 and December 31, 2010:

	September 30, 2011				December 31, 2010
	Carrying		Estimated		Carrying		Estimated
(In thousands)	Amount		Fair Value		Amount		Fair Value
Financial Assets
Cash and cash equivalents	$	23,462	$	23,462	$	14,263	$	14,263
Investment securities available for sale		26,214		26,214		31,683		31,683
Investment securities held-to-maturity		18,460		18,957		15,334		15,104
Loans held for sale		2,174		2,228		81		81
Loans receivable, net		476,574		501,950		473,521		478,104
Accrued income receivable		1,950		1,950		1,979		1,979
Mortgage servicing rights		529		555		364		420
Financial Liabilities
Deposits	$	405,281	$	404,090	$	405,875	$	403,091
Borrowed funds		87,551		89,785		102,842		104,766
Mortgagors' escrow accounts		2,476		2,476		4,832		4,832

Fair Value Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Current accounting guidance establishes a fair value hierarchy based on the transparency of inputs participants use to price an asset or liability.  The fair value hierarchy prioritizes these inputs into the following three levels:

• Level 1: Valuation is based upon unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2: Fair value is calculated using inputs other than quoted market prices that are directly or indirectly observable for the asset or liability. The valuation may rely on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit ratings, etc.) or inputs that are derived principally or corroborated by market data by correlation or other means.

• Level 3: Inputs for determining the fair value of the respective assets or liabilities are not observable. Level 3 valuations are reliant upon pricing models and techniques that require significant management judgment or estimation.

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Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A description of the valuation methodologies used by the Company is presented below:

Cash and cash equivalents- The carrying amount of cash, due from banks, and interest-bearing deposits is used to approximate fair value, given the short timeframe to maturity and as such assets do not present unanticipated credit concerns.

Investment Securities - When quoted prices are available in an active market, the Company classifies securities within Level 1 of the valuation hierarchy.  If quoted market prices are not available, the Company employs an independent pricing service who utilizes matrix pricing to calculate fair value. Such fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and the respective terms and conditions for debt instruments. Level 2 securities include CMOs, mortgage backed securities and corporate bonds issued by GSEs.

When a market is illiquid or there is a lack of transparency around the inputs to valuation, the respective securities are classified as Level 3 and reliance is placed upon internally developed models and management judgment and evaluation for valuation.  Auction-rate trust preferred securities (“ARPs”) are currently classified as Level 3.

Management uses an internally developed model to value ARPs.  The valuation model is based on a discounted cash flow using the expected value of the collateral preferred shares, either at call dates or the maturity date of the trust, the credit rating of the issuer of each of the ARPs, the expected yield during the holding period and current rates for U.S. Treasury securities matching the expected remaining term of the trust.  The expected value of the collateral preferred shares (either when called or upon maturity of the trust) is assumed to range between current market prices and par.  Discount rates are implied from observable market inputs. The resulting discounted cash flows for each of the ARPs indicated little to no impairment in the fair value of the securities.  On a quarterly basis, management reviews the trust preferred securities pricing generated from our internal model.

Loans Receivable - Loans held for sale are accounted for at the lower of cost or market. The fair value of loans held for sale are based on quoted market prices of similar or identical loans sold in conjunction with securitization transactions, adjusted as required for changes in loan characteristics. The Company employs an independent third party to provide fair value estimates for loans held for investment. Such estimates are calculated using discounted cash flow analysis, using market interest rates for comparable loans. The associated cash flows are adjusted for credit and other potential losses. Fair value for impaired loans is estimated using the net present value of the expected cash flows or the fair value of the underlying collateral if repayment is collateral dependent.

Accrued income receivable – The carrying amounts reported in the statement of financial condition approximate these assets’ fair value.

Mortgage-servicing rights – The Company sells residential mortgage loans with servicing rights retained. At the time of the sale, the Company determines the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments.  If material, a portion of the gain on the sale of the loan is recognized as due to the value of the servicing rights, and a servicing asset is recorded.

The Company has engaged an independent third party to perform the servicing rights analysis on a quarterly basis.  The cost basis of loan servicing rights is amortized on a level yield basis over the period of estimated net servicing revenue and such amortization is included in the consolidated statement of income as a reduction of loan servicing fee income. Servicing rights are evaluated for impairment by comparing their aggregate carrying amount to their fair value. The fair value of loan servicing rights is estimated using a present value cash flow model.  The most important assumptions used in the valuation model are the anticipated rate of loan prepayments and discount rates. All assumptions are based on standards used by market participants.  Impairment is recognized as an adjustment to loan and servicing income.

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Foreclosed Property and Repossessed Assets - Foreclosed property and repossessed assets are recorded as held for sale initially at the lower of the loan balance or fair value of the collateral less estimated selling costs. For the nine months ended September 30, 2011 and 2010, foreclosed properties and repossessed assets with a carrying value of $732,000 and $652,000, respectively, were transferred to foreclosed property and repossessed assets from loans. Prior to the transfer, the assets whose fair value less costs to sell was less than their carrying value, were written down to fair value through a charge to the allowance for loan losses. Subsequent to foreclosure, valuations are updated periodically, and the assets may be marked down further, reflecting a new cost basis. There were no subsequent valuation adjustments to foreclosed properties and repossessed assets for the nine months ended September 30, 2011 and 2010.  Fair value measurements may be based upon appraisals or third-party price opinions and, accordingly, those measurements are classified as Level 2. Other fair value measurements may be based on internally developed pricing methods, and those measurements are classified as Level 3.

Deposit Liabilities - The fair values disclosed for demand deposits are by definition equal to the amount payable on demand at the reporting date which is also their carrying value. The carrying amounts of variable-rate, fixed term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on comparable instruments to a schedule of aggregated expensed monthly maturities on time deposits.

 Borrowed Funds - Carrying value is as an estimate of fair value for securities sold under agreements to repurchase and other short term debt that matures within 90 days. The fair values of other borrowings are estimated using discounted cash flow analyses based on current market rates adjusted, as appropriate, for associated credit and option risks.

Mortgagors’ escrow accounts – The carrying amounts reported in the statement of financial condition approximate the fair value of the mortgagors’ escrow accounts.

Under certain circumstances we make adjustment to fair value for our assets although they are not measured at fair value on an ongoing basis. These include assets that are measured at the lower of cost or market that were recognized at fair value (i.e., below cost) at the end of the period, as well as assets that are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).

Assets and liabilities measured at fair value on a recurring and non-recurring basis at September 30, 2011 are summarized below:

	September 30, 2011
	Fair Value Measurements
(In thousands)	Level 1		Level 2		Level 3		Total
Assets measured at fair value on a recurring basis:
Available-for-sale investment securities	$	-	$	19,068	$	7,146	$	26,214
Loans held for sale		-		2,228		-		2,228
Assets measured at fair value on a non-recurring basis:
Mortgage servicing rights		-		-		555		555
Impaired loans		-		16,378		92		16,470
Real estate owned and other repossessed assets		-		-		1,033		1,033

There were no significant transfers of assets between Levels 1, 2 or 3 of the fair value hierarchy during the three months ended September 30, 2011.

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The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair value on a recurring basis:

	For the Nine			For the Year
	Months Ended			Ended
	September 30,			December 31,
(In thousands)	2011			2010
Balance at beginning of period	$	7,960		$	7,880
New purchases		-			-
Transfer to (from) level 3		-			-
Increase (decrease) in fair value of securities included in accumulated other comprehensive income		(614	)		80
Impairment charges included in net income		-			-
Proceeds from sale of level 3 securities		(200	)		-
Redemptions at par		-			-
Balance at end of period	$	7,146		$	7,960

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

This discussion should be read in conjunction with the Company’s Consolidated Financial Statements for the year ended December 31, 2010 included in the Company’s Annual Report on Form 10-K.

Forward-Looking Statements

This report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company.  These forward-looking statements are generally identified by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions.  The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the size, quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in real estate market values in the Company’s market area, and changes in relevant accounting principles and guidelines.  Additional factors are discussed below under “Item 1A – Risk Factors” and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and Part II of this Quarterly Report on Form 10-Q under “Item 1A. Risk Factors”.  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Comparison of Financial Condition at September 30, 2011 and December 31, 2010

Total assets increased by $11.9 million, or 2.1%, from $568.3 million at December 31, 2010 to $580.2 million at September 30, 2011.  Cash and cash equivalents increased by $9.2 million, primarily as a result of the completion of the stock offering.  (See Note 1 in the Notes to Consolidated Financial Statements).  Net loans receivable increased by $3.1 million, or 0.6%.  The increase in loans primarily reflects an increase of $3.7 million in one-to four-family loans, an increase of $3.2 million in multi-family and commercial real estate loans and an increase of $2.1 million in commercial business loans, partially offset by decreases in construction loans and consumer loans.  The increases in loans were primarily due to increased demand for these types of products through both purchases and refinances.  The construction loan portfolio has decreased as homes are sold on existing projects and consumer loans have decreased as customers have been paying off second mortgages as they refinance into first mortgages.

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Total liabilities were $498.0 million at September 30, 2011 compared to $516.0 million at December 31, 2010.  Deposits at September 30, 2011 decreased $594,000, or 0.1%, from December 31, 2010.  Between December 31, 2010 and September 30, 2011, core deposits (defined as all deposits other than certificates of deposit) increased $29.8 million while certificates of deposit decreased $30.3 million.  Management attributes the increase in core deposits to management’s strategy to offer competitive short term rates and products, as well as depositor preference to maintain funds in short term accounts given the expectation for higher market interest rates.  Borrowed funds, including advances from the Federal Home Loan Bank of Boston and reverse repurchase agreements, decreased $15.3 million, from $102.8 million at December 31, 2010 to $87.5 million at September 30, 2011 as a result of the ability to payoff advances at the Federal Home Loan Bank of Boston as they matured during the period.

Total stockholders’ equity was $82.2 million at September 30, 2011 compared to $52.3 million at December 31, 2010.  The increase in stockholders’ equity was due to net stock offering proceeds of $31.3 million, net income of $1.6 million for the nine month period, $73,000 contributed from Naugatuck Valley Mutual Holding Company, and $13,000 in capital adjustments related to our 2005 Equity Incentive Plan, partially offset by a net decrease in the unrealized loss on available for sale securities of $616,000, dividends of $418,000 paid to stockholders and funding of the Employee Stock Ownership Plan of $2.0 million.

Comparison of Operating Results For the Three and Nine Months Ended September 30, 2011 and 2010

General.  For the three months ended September 30, 2011, the Company recorded net income of $747,000 compared to $204,000 for the three months ended September 30, 2010, an increase of $543,000 or 266.2%.  Net income increased to $1.6 million for the nine months ended September 30, 2011 from $1.2 million for the nine months ended September 30, 2010, an increase of $451,000 or 37.7%.  The increase in both periods was primarily due to increased noninterest income, partially offset by a lower level of net interest income, higher loan loss provisions and a higher level of noninterest expense.

Net Interest Income.Net interest income for the quarter ended September 30, 2011 totaled $5.0 million compared to $4.6 million for the quarter ended September 30, 2010, an increase of $385,000 or 8.3%.  For the nine month period ended September 30, 2011, net interest income totaled $14.0 million, compared to $13.8 million for the nine months ended September 30, 2010.  The increase in net interest income in both periods was primarily due to a decrease in interest expense.  Interest expense decreased by $663,000, or 25.7%, in the three month period, and decreased by $1.2 million, or 15.6% in the nine month period.  The decrease was primarily due to a decrease in the average rates paid on interest bearing liabilities. The average rates paid on deposits and borrowings decreased by 43 basis points and 30 basis points in the three and nine month periods, respectively.  The rate decrease in the three month period is mainly due to a large number of promotional rate certificates of deposit, which were offered in conjunction with the opening of one of our branch offices, a substantial majority of which were renewed at lower rates during the period.  The average balances of interest bearing liabilities decreased by 4.8% and by 0.7% for the three and nine months ended September 30, 2011, respectively.  The decrease in interest bearing liabilities is attributed primarily to a 24.7% and 20.1% decrease in borrowings, partially offset by increases of 1.2% and 5.2% in deposit balances over the same periods.  The largest increases in deposits were experienced in savings, checking and money market accounts, partially offset by decreases in certificates of deposit in both the three and nine month periods.  The increases in deposits during the period were primarily used to pay down advances from the Federal Home Loan Bank.

The decrease in interest expense was partially offset by a decrease in interest income.  Interest income decreased by $278,000, or 3.9%, in the three month period, and decreased by $982,000, or 4.6%, in the nine month period.  The decrease was primarily due to a decrease in the average rates earned on interest earning assets. The average rates earned on loans and investments decreased by 23 basis points and 28 basis points in the three and nine month periods, respectively.  The average balances of interest earning assets increased by 0.4% and by 0.5% for the three and nine months ended September 30, 2011, respectively.  The increase in interest earning assets is attributed primarily to a 7.8% and a 12.2% increase in the investment portfolio over the same periods.  The average balances in the loan portfolio increased by 0.2% in the three month period, and decreased by 0.1% in the nine month period.  The decrease is due primarily to the sale of new production of residential mortgages through the Bank’s secondary mortgage operation.

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The following table summarizes changes in interest income and interest expense for the three and nine months ended September 30, 2011 and 2010.

	Three Months Ended September 30,							Nine Months Ended September 30,
	2011		2010		% Change			2011		2010		% Change
	(Dollars in thousands)
Interest income:
Loans	$	6,520	$	6,784		(3.89	) %	$	19,304	$	20,251		(4.68	) %
Fed Funds sold		-		1		(100.00	)		1		2		(50.00	)
Investment securities		409		426		(3.99	)		1,239		1,287		(3.73	)
Federal Home Loan Bank stock		4		-		N/A			14		-		N/A
Total interest income		6,933		7,211		(3.86	)		20,558		21,540		(4.56	)
Interest expense:
Certificate accounts		1,175		1,670		(29.64	)		4,304		4,961		(13.24	)
Regular savings accounts		139		116		19.83			362		310		16.77
Checking and NOW accounts		12		12		-			34		36		(5.56	)
Money market savings accounts		45		55		(18.18	)		135		172		(21.51	)
Total interest-bearing deposits		1,371		1,853		(26.01	)		4,835		5,479		(11.75	)
FHLB advances		524		698		(24.93	)		1,660		2,201		(24.58	)
Other borrowings		26		33		(21.21	)		66		90		(26.67	)
Total interest expense		1,921		2,584		(25.66	)		6,561		7,770		(15.56	)
Net interest income	$	5,012	$	4,627		8.32	%	$	13,997	$	13,770		1.65	%

The following table summarizes average balances and average yields and costs for the three and nine months ended September 30, 2011 and 2010.

	Three Months Ended September 30,										Nine Months Ended September 30,
	2011					2010					2011					2010
	Average		Yield/			Average		Yield/			Average		Yield/			Average		Yield/
	Balance		Cost			Balance		Cost			Balance		Cost			Balance		Cost
	(Dollars in thousands)
Interest-earning assets
Loans	$	483,882		5.39	%	$	483,110		5.62	%	$	480,213		5.36	%	$	480,524		5.62	%
Fed Funds sold		1,661		0.00			3,267		0.12			1,969		0.07			3,596		0.07
Investment securities		44,924		3.64			41,687		4.09			44,666		3.70			39,823		4.31
Federal Home Loan Bank stock		6,252		0.26			6,252		0.00			6,252		0.30			6,252		0.00
Total interest-earning assets	$	536,719		5.17		$	534,316		5.40		$	533,100		5.14		$	530,195		5.42
Interest-bearing liabilities
Certificate accounts	$	214,026		2.20		$	242,271		2.76		$	228,552		2.51		$	237,290		2.79
Regular savings accounts & escrow		101,225		0.55			77,903		0.60			93,539		0.52			73,535		0.56
Checking and NOW accounts		63,546		0.08			56,532		0.08			64,290		0.07			56,785		0.08
Money market savings accounts		29,130		0.62			26,247		0.84			28,011		0.64			26,275		0.87
Total interest-bearing deposits		407,927		1.34			402,953		1.84			414,392		1.56			393,885		1.85
FHLB advances		76,745		2.73			107,142		2.61			83,982		2.64			108,177		2.71
Other borrowings		14,871		0.70			14,483		0.91			12,566		0.70			12,647		0.95
Total interest-bearing liabilities	$	499,543		1.54	%	$	524,578		1.97	%	$	510,940		1.71	%	$	514,709		2.01	%

Allowance for Loan Losses and Asset Quality.  The allowance for loan losses is a valuation allowance for the probable losses inherent in the loan portfolio.  We evaluate the need to establish allowances against losses on loans on a quarterly basis, or more often if warranted.  When additional allowances are needed a provision for loan losses is charged against earnings.  The recommendations for increases or decreases to the allowance are presented by management to the Board of Directors on a quarterly basis, or more often if warranted. The methodology for assessing the adequacy of the allowance for loan losses consists of the following process:

27

On a quarterly basis, or more often if warranted, management analyzes the loan portfolio.  For individually evaluated loans that are considered impaired, an allowance will be established based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or for loans that are considered collateral dependant, the fair value of the collateral.  A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due under the contractual term of the loan agreement.

All other loans, including loans that are individually evaluated but not considered impaired, are segregated into groups based on similar risk factors.  Each of these groups is then evaluated based on several factors to estimate credit losses.  Management will determine for each category of loans with similar risk characteristics the historical loss rate.  Historical loss rates provide a reasonable starting point for the Bank’s analysis but analysis and trends in losses do not form a sufficient basis to determine the appropriate level of the loan loss allowance.  Management also considers qualitative and environmental factors likely to cause losses.  These factors include but are not limited to: changes in the amount and severity of past due, non-accrual and adversely classified loans; changes in local, regional, and national economic conditions that will affect the collectibility of the portfolio; changes in the nature and volume of loans in the portfolio; changes in concentrations of credit, lending area, industry concentrations, or types of borrowers; changes in lending policies, procedures, competition, management, portfolio mix, competition, pricing, loan to value trends, extension and modification requests; and loan quality trends.  This analysis establishes factors that are applied to each of the segregated groups of loans to determine an acceptable level of loan loss allowance.

In addition, the Company engages an independent consultant to review the commercial loan portfolio and consider recommendations based on their review of specific credits in the portfolio for classifying and monitoring these loans.

Although the Company believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. In addition, because further events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above.

Furthermore, while the Company believes it has established the allowance for loan losses in conformity with GAAP, there can be no assurance that regulators, in reviewing the Company’s loan portfolio during their examination process, will not request the Company to increase our allowance for loan losses based on information available to them at the time of their examination and their judgment, which may differ from ours.

Any material increase in the allowance for loan losses may adversely affect the Company’s financial condition and results of operations.

The following table summarizes the activity in the allowance for loan losses and provision for loan losses for the three and nine months ended September 30, 2011 and 2010.

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
	(In thousands)
Allowance at beginning of period	$	7,609		$	5,119		$	6,393		$	3,996
Provision for loan losses		1,195			993			2,673			2,164
Charge-offs		(83	)		(834	)		(346	)		(882	)
Recoveries		1			16			2			16
Net recoveries (charge-offs)		(82	)		(818	)		(344	)		(866	)
Allowance at end of period	$	8,722		$	5,294		$	8,722		$	5,294

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The provision for loan losses was $1.2 million for the three months ended September 30, 2011, compared to $1.0 million for the same period in 2010.  The increased provision in the 2011 period is due to management’s estimate of possible losses in the loan portfolio, primarily due to increased non-performing loans and continuing recessive economic conditions.  Provisions of $2.7 million and $2.2 million were recorded for the nine months ended September 30, 2011 and 2010, respectively.  As a result of the provisions in 2010 and the first three quarters of 2011, the level of allowance for loan losses to gross loans rose from 1.09% at September 30, 2010 to 1.80% at September 30, 2011.  The balances of non-performing assets increased $9.7 million between December 31, 2010 and September 30, 2011, primarily as a result of increased TDRs as the Bank continues its efforts to work with borrowers during these difficult economic times.  Classified assets decreased $7.1 million over the same period as several large loans were upgraded or paid off.  Charge-offs were $83,000 and $346,000 during the three and nine months ended September 30, 2011, respectively, compared to $834,000 and $882,000 during the three and nine months ended September 30, 2010, respectively.  The charge-offs in the 2011 period were due to the write-down of $154,000 on two one- to four-family loans taken into foreclosure, the write-down of $10,000 on a home equity loan to facilitate a short sale of the property, the write down of a participation loan when the collateral was sold, resulting in a loss of $43,000, the charge off of five commercial business loans, totaling $107,000, and the partial charge off in the amount of $32,000 of two commercial term loans as a part of a workout of a non-performing commercial relationship.  The balance of this relationship was paid in full during March 2011.

The following table provides information with respect to the Company’s nonperforming assets at the dates indicated.  The Company did not have any accruing loans past due 90 days or more at the dates presented.

	At September 30,			At December 31,
	2011			2010			% Change
	(Dollars in thousands)
Nonaccrual loans	$	15,210		$	11,127			36.69	%
Troubled debt restructurings		11,784			6,761			74.29
Real estate owned		943			331			184.89
Other repossessed assets		90			90			-
Total nonperforming assets	$	28,027		$	18,309			53.08	%
Total nonperforming loans to total loans		5.56	%		3.73	%		49.06	%
Total nonperforming loans to total assets		4.65	%		3.15	%		47.62	%
Total nonperforming assets to total assets		4.83	%		3.22	%		50.00	%

The following table shows the aggregate amounts of the Company’s classified assets at the dates indicated.

	At September 30,		At December 31,
	2011		2010
	(In thousands)
Special mention assets	$	25,314	$	28,593
Substandard assets		29,545		33,377
Doubtful assets		87		111
Loss assets		-		-
Total classified assets	$	54,946	$	62,081

The 11.5% decrease in the level of classified assets from December 31, 2010 to September 30, 2011 was primarily in the commercial loan portfolio.  Classified assets are primarily loans rated special mention or substandard in accordance with regulatory guidance.  These assets warrant and receive increased management oversight and allowance for loan losses (both general allowances and, in certain cases, specific allowances) have been established to account for the increased credit risk of these assets.  At September 30, 2011, $27.0 million of classified assets were nonperforming assets, compared to $18.3 million at December 31, 2010.

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Noninterest Income.  The following table summarizes noninterest income for the three and nine months ended September 30, 2011 and 2010.

	Three Months								Nine Months
	Ended September 30,								Ended September 30,
	2011			2010		% Change			2011			2010		% Change
	(Dollars in thousands)
Mortgage banking income	$	666		$	214		211.21	%	$	1,149		$	328		250.30	%
Recovery from legal settlement		508			-		N/A			655			-		N/A
Fees for services related to deposit accounts		231			238		(2.94	)		657			728		(9.75	)
Fees for other services		215			167		28.74			621			438		41.78
Income from investment advisory services, net		89			51		74.51			228			146		56.16
Income from bank owned life insurance		77			80		(3.75	)		232			248		(6.45	)
Net gain on investments		-			-		N/A			86			11		681.82
Other than temporary impariment losses on investments		(19	)		-		N/A			(19	)		-		N/A
Other income		25			19		31.58			81			100		(19.00	)
Total	$	1,792		$	769		133.03	%	$	3,690		$	1,999		84.59	%

Noninterest income was $1.8 million for the quarter ended September 30, 2011 compared to $769,000 for the quarter ended September 30, 2010, an increase of 133.0%.  For the nine months ended September 30, 2011 noninterest income was $3.7 million compared to $2.0 million for the period ended September 30, 2010, an increase of 84.6%.  The increase in both periods is primarily due to an increase in income generated by increased activity in the secondary mortgage market, combined with increases in fees for other services and income from investment advisory services.  These increases were partially offset by a decrease in fees for services related to deposit accounts and income from bank owned life insurance.  Additionally, $508,000 is included in the three months ended September 30, 2011 and $655,000 is included in the nine months ended September 30, 2011, representing a partial recovery with respect to Fannie Mae auction rate pass-through certificates on which an other-than-temporary impairment charge was recorded in the third quarter of 2008.

 Noninterest Expense.  The following table summarizes noninterest expense for the three and nine months ended September 30, 2011 and 2010.

	Three Months							Nine Months
	Ended September 30,							Ended September 30,
	2011		2010		% Change			2011		2010		% Change
	(Dollars in thousands)
Compensation, taxes and benefits	$	2,721	$	2,136		27.39	%	$	7,435	$	6,332		17.42	%
Office occupancy		579		554		4.51			1,751		1,733		1.04
Professional fees		143		83		72.29			413		300		37.67
FDIC insurance premiums		131		172		(23.84	)		507		504		0.60
Computer processing		123		231		(46.75	)		449		693		(35.21	)
Loss on foreclosed real estate, net		104		16		550.00			192		47		308.51
Directors compensation		98		79		24.05			373		467		(20.13	)
Advertising		96		69		39.13			301		235		28.09
Office supplies		67		51		31.37			164		147		11.56
Public company expenses		19		23		(17.39	)		67		71		(5.63	)
Costs related to terminated merger		-		109		(100.00	)		-		264		(100.00	)
Other expenses		419		253		65.61			984		756		30.16
Total	$	4,500	$	3,776		19.17	%	$	12,636	$	11,549		9.41	%

Noninterest expense was $4.5 million for the quarter ended September 30, 2011 compared to $3.8 million for the quarter ended September 30, 2010. For the nine months ended September 30, 2011 noninterest expense was $12.7 million, compared to $11.5 million for the nine months ended September 30, 2010.  The increase in the three month period was primarily the result of increases in compensation costs, director’s compensation, loss on foreclosed real estate, professional fees, advertising, and office occupancy, partially offset by decreases in computer processing and FDIC insurance over the 2010 period.  For the nine month period, the increase was primarily due to increases in compensation costs, loss on foreclosed real estate, professional fees, advertising, and director’s compensation, partially offset by a decrease in computer processing.  Increases in compensation and advertising were due primarily to the expansion of our secondary mortgage operation.  Additionally, during the quarter ended September 30, 2011, the Bank accrued $140,000 in connection with the findings resulting from an audit of its 401(k) program.  The audit of this plan revealed inconsistencies in the compensation items that were considered eligible for a matching contribution since 2007.  The Bank has applied under the Internal Revenue Service Voluntary Correction Program to correct these inconsistencies.  Costs of $109,000 and $264,000 associated with the previously announced terminated acquisition are included in the three and nine months ended September 30, 2010, respectively.

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Income Taxes. Provision for income taxes was $362,000 for the quarter ended September 30, 2011 compared to $423,000 for the quarter ended September 30, 2010, and $730,000 for the nine months ended September 30, 2011 compared to $859,000 for the nine months ended September 30, 2010.  The 2010 periods included the write-off of the deferred tax asset of $250,000 related to the expiration of a charitable contribution carry forward.  The contribution was made by the Company in connection with the establishment of the Naugatuck Valley Savings and Loan Foundation.

Liquidity and Capital Resources

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

Each quarter the Company projects liquidity availability and demands on this liquidity for the next 90 days.  The Company regularly adjusts its investments in liquid assets based upon its assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program.  Excess liquid assets are invested generally in federal funds and short- and intermediate-term U.S. Government agency obligations.

The Company’s most liquid assets are cash and cash equivalents.  The levels of these assets depend on our operating, financing, lending and investing activities during any given period.  At September 30, 2011, cash and cash equivalents totaled $23.5 million, including federal funds of $1.7 million.  Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $26.2 million at September 30, 2011.  At September 30, 2011, the Company had the ability to borrow a total of $153.1 million from the Federal Home Loan Bank of Boston, of which $72.1 million in borrowings was outstanding, along with $15.5 million in repurchase agreements.  At September 30, 2011, the Company had arranged overnight lines of credit of $2.5 million with the Federal Home Loan Bank of Boston.  The Company had no overnight advances outstanding with the Federal Home Loan Bank of Boston as of that date.  In addition, at September 30, 2011, the Company had the ability to borrow $15 million from the Federal Reserve Bank Discount Window and $3.5 million from a correspondent bank.  The Company had no advances outstanding on either of these lines at September 30, 2011.

The following table summarizes the commitments and contingent liabilities as of the dates indicated:

	September 30,		December 31,
(In thousands)	2011		2010
Commitments to extend credit:
Loan commitments	$	14,071	$	12,233
Unused lines of credit		19,752		19,751
Amounts due mortgagors on construction loans		17,270		17,867
Amounts due on commercial  loans		23,816		19,788
Commercial letters of credit		5,746		4,198

Certificates of deposit due within one year of September 30, 2011 totaled $117.3 million, or 28.9% of total deposits.  If these deposits do not remain with the Company, it will be required to seek other sources of funds, including other certificates of deposit and its available lines of credit.  Depending on market conditions, the Company may be required to pay higher rates on such deposits or other borrowings than are currently paid on the certificates of deposit due on or before September 30, 2012.  Based on past experience, however, the Company believes that a significant portion of our certificates of deposit will remain with us.  The Company has the ability to attract and retain deposits by adjusting the interest rates offered.

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Historically, the Company (on a consolidated basis) has remained highly liquid.  The Company is not aware of any trends and/or demands, commitments, events or uncertainties that could result in a material decrease in liquidity.  The Company expects that all of our liquidity needs, including the contractual commitments stated above, the estimated costs of our future branch expansion plans and increases in loan demand can be met by our currently available liquid assets and cash flows.  In the event loan demand was to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we could access our borrowing capacity with the Federal Home Loan Bank of Boston or the Federal Reserve Bank Discount Window.  The Company expects that our currently available liquid assets and our ability to borrow from both the Federal Home Loan Bank of Boston and the Federal Reserve Bank would be sufficient to satisfy our liquidity needs without any material adverse effect on our liquidity.

The Company’s primary investing activities are the origination of loans and the purchase of securities.  For the nine months ended September 30, 2011, the Company originated $138.1 million of loans, including renewals, refinances and advances.  These activities were funded primarily by the proceeds from sales and maturities of available-for-sale securities and held to maturity securities of $7.2 million and proceeds of $22.3 million from the sale of loans in the secondary market.

Financing activities consist primarily of activity in deposit accounts and in Federal Home Loan Bank advances.  The Company experienced a net decrease in total deposits of $594,000 for the nine months ended September 30, 2011.  Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and its local competitors and other factors.  The Company generally manages the pricing of deposits to be competitive and to increase core deposit relationships.  Occasionally, the Company offers promotional rates on certain deposit products in order to attract deposits.  The Company experienced a net decrease in Federal Home Loan Bank advances and repurchase agreements of $15.3 million for the nine months ended September 30, 2011.

The Company is a separate legal entity from the Bank and must provide for its own liquidity.  In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for paying any dividends declared to its shareholders.  The Company also has repurchased shares of its common stock.  The Company’s primary source of income is dividends received from the Bank.  The amount of dividends that the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the Office of the Comptroller of the Currency (“OCC”) but with prior notice to the OCC, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years.  On a stand-alone basis, the Company had liquid assets of $11.6 million at September 30, 2011.

The Company is not subject to separate regulatory capital requirements.  At September 30, 2011, the Bank was subject to the regulatory capital requirements of the OCC, including a risk-based capital measure.  The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories.  At September 30, 2011, the Bank exceeded all of its regulatory capital requirements, and was considered “well capitalized” under regulatory guidelines.

The following table is a summary of the Bank’s actual capital as computed under the standards established by the OCC at September 30, 2011.

							Naugatuck Valley
	OCC Regulation						Savings and Loan
	Adequately			Well
(Dollars in thousands)	Capitalized			Capitalized			Amount		Ratio
Total Risk-Based Capital (to Risk-Weighted Assets)		8.00	%		10.00	%	$	73,099		16.80	%
Tier I Risk-Based Capital (to Risk-Weighted Assets)		4.00	%		6.00	%		67,563		15.55	%
Tier I  Capital (to Adjusted Total Assets)		4.00	%		5.00	%		67,563		11.62	%

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Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements.  These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risks.  Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines of credit, amounts due on construction loans, amounts due on commercial loans, commercial letters of credit and commitments to sell loans.

For the nine months ended September 30, 2011, the Company did not engage in any off-balance-sheet transactions reasonably likely to have a material effect on its financial condition, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Qualitative Aspects of Market Risk.The Company’s most significant form of market risk is interest rate risk.  The Company manages the interest rate sensitivity of its interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment.  Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits.  As a result, sharp increases in interest rates may adversely affect the Company’s earnings while decreases in interest rates may beneficially affect the Company’s earnings.  To reduce the potential volatility of the Company’s earnings, the Company has sought to improve the match between assets and liability maturities (or rate adjustment periods), while maintaining an acceptable interest rate spread, by originating adjustable-rate mortgage loans for retention in the loan portfolio, variable-rate home equity lines and variable-rate commercial loans and by purchasing variable-rate investments and investments with expected maturities of less than 10 years.  The Company currently does not participate in hedging programs, interest rate swaps or other activities involving the use of off-balance sheet derivative financial instruments.

The Bank’s Asset/Liability Committee communicates, coordinates and controls all aspects of asset/liability management.  The committee establishes and monitors the volume and mix of assets and funding sources with the objective of managing assets and funding sources.

Quantitative Aspects of Market Risk.  The Bank uses an interest rate sensitivity analysis prepared by the Office of Thrift Supervision (“OTS”) to review its level of interest rate risk.  This analysis measures interest rate risk by computing changes in net portfolio value of the Bank’s cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates.  Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items.  This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 50 to 300 basis point increase or 50 to 100 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement.  The Bank measures interest rate risk by modeling the changes in net portfolio value over a variety of interest rate scenarios.  The following table, which is based on information that the Bank provides to the OTS prior to the July 21, 2011 transition date, presents the change in the Bank’s net portfolio value at June 30, 2011 (the most current information available) that would occur in the event of an immediate change in interest rates based on OCC assumptions, with no effect given to any steps that the Bank might take to counteract that change.

33

									Net Portfolio Value as % of
Basis Point ("bp")	Net Portfolio Value								Present Value of Assets
Change in Rates	$ Amount		$ Change			% Change			NPV Ratio			Change
	(Dollars in thousands)
300 bp	$	64,925	$	(20,629	)		(24	) %		10.97	%		(2.77	) %
200		73,649		(11,905	)		(14	) %		12.20	%		(1.54	) %
100		81,234		(4,320	)		(5	) %		13.21	%		(0.53	) %
50		83,862		(1,692	)		(2	) %		13.54	%		(0.20	) %
0		85,554		-			-			13.74	%		-
(50)		86,062		508			1	%		13.77	%		0.03	%
(100)		86,318		764			1	%		13.77	%		0.03	%

The OCC uses certain assumptions in assessing the interest rate risk of savings associations.  These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the market values of certain assets under differing interest rate scenarios, among others.  As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.  Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.

Item 4. Controls and Procedures.

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).  Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2011 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. - Legal Proceedings.

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

34

Item 1A. – Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

(a) Not applicable.

(b) Not applicable.

(c) The Company did not repurchase any shares of its common stock during the quarter ended September 30, 2011.

Item 3. – Defaults Upon Senior Securities.  Not applicable

Item 4. – (Removed and Reserved)

Item 5. – Other Information.  Not applicable

Item 6. – Exhibits.

Exhibits –

3.1 Articles of Incorporation of Naugatuck Valley Financial Corporation (1)

3.2 Bylaws of Naugatuck Valley Financial Corporation, as amended (2)

4.1 Specimen Stock Certificate of Naugatuck Valley Financial Corporation (3)

31.1 Rule 13a-14(a)/15d-14(a) Certification.

31.2 Rule 13a-14(a)/15d-14(a) Certification.

32 Section 1350 Certifications.

101* The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in XBRL (Extensible Business reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Stockholder’s Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Unaudited Consolidated Financial Statements.

* Furnished, not filed.

(1)  Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 11, 2010.

(2)  Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 11, 2010.

(3)  Incorporated herein by reference to Exhibit 4.0 to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 11, 2010.

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SIGNATURES

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

			Naugatuck Valley Financial Corporation
Date:	November 14, 2011	by:	/s/ John C. Roman
			John C. Roman
			President and Chief Executive Officer
			(principal executive officer)
Date:	November 14, 2011	by:	/s/ Lee R. Schlesinger
			Lee R. Schlesinger
			Senior Vice President and Chief Financial Officer
			(principal financial officer)

36