10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2014

OR

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

For the transition period from            to           

Commission File Number: 001-35595

GEORGETOWN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	80-0817763
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
2 East Main Street, Georgetown, MA	01833
(Address of principal executive office)	(Zip Code)

(978) 352-8600

(Registrant’s telephone number, including area code)

None

(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 Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

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

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date:  Common Stock, $0.01 par value, 1,827,633 shares outstanding as of November 7, 2014.

Form 10-Q

GEORGETOWN BANCORP, INC.

Table of Contents

			Page
Part I. Financial Information
Item 1:	Financial Statements
	Consolidated Statements of Financial Condition at September 30, 2014 (unaudited) and December 31, 2013		1
	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)		2
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)		3
	Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2014 and 2013 (unaudited)		4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)		5
	Notes to Consolidated Financial Statements (unaudited)		7
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3:	Quantitative and Qualitative Disclosures About Market Risk		38
Item 4:	Controls and Procedures		38
Part II. Other Information
Item 1:		Legal Proceedings	38
Item 1A:		Risk Factors	38
Item 2:		Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3:		Defaults upon Senior Securities	38
Item 4:		Mine Safety Disclosures	38
Item 5:		Other Information	39
Item 6:		Exhibits	39
SIGNATURES			40

PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	At			At
	September 30,			December 31,
	2014			2013
	(Unaudited)
	(In thousands)
ASSETS
Cash and due from banks	$	1,821		$	3,290
Short-term investments	4,829			3,005
Total cash and cash equivalents	6,650			6,295
Securities available for sale, at fair value	19,934			18,281
Securities held to maturity, at amortized cost	869			1,050
Federal Home Loan Bank stock, at cost	2,907			2,907
Loans held for sale	911			1,001
Loans, net of allowance for loan losses of $2,136,000 at September 30, 2014 and $2,396,000 at December 31, 2013	229,126			223,912
Premises and equipment, net	3,792			3,669
Accrued interest receivable	720			729
Bank-owned life insurance	2,973			2,898
Other assets	1,850			2,291
Total assets	$	269,732		$	263,033
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits	$	183,165		$	175,961
Short-term Federal Home Loan Bank advances	28,750			32,825
Long-term Federal Home Loan Bank advances	24,100			22,100
Mortgagors’ escrow accounts	1,345			1,230
Accrued expenses and other liabilities	2,311			1,975
Total liabilities	239,671			234,091
Commitments and contingencies	—			—
Stockholders’ equity:
Preferred stock, $0.01 par value per share: 50,000,000 shares authorized; none outstanding	—			—
Common stock, $0.01 par value per share: 100,000,000 shares authorized; 1,827,633 shares issued at September 30, 2014 and 1,831,518 shares issued at December 31, 2013	18			18
Additional paid-in capital	19,206			19,212
Retained earnings	12,199			11,388
Accumulated other comprehensive loss	(7		)	(389		)
Unearned compensation - ESOP (88,696 shares unallocated at September 30, 2014 and 94,126 shares unallocated at December 31, 2013)	(939		)	(1,001		)
Unearned compensation - Restricted stock (38,400 shares non-vested at September 30, 2014 and 35,751 shares non-vested at December 31, 2013)	(416		)	(286		)
Total stockholders’ equity	30,061			28,942
Total liabilities and stockholders’ equity	$	269,732		$	263,033

See accompanying notes to consolidated financial statements.

1

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014		2013
	(In thousands, except share and per share data)
Interest and dividend income:
Loans, including fees	$	2,655	$	2,340		$	7,908	$	6,685
Securities	147		125			435		263
Short-term investments	1		2			3		5
Total interest and dividend income	2,803		2,467			8,346		6,953
Interest expense:
Deposits	213		146			617		419
Short-term Federal Home Loan Bank advances	16		14			45		26
Long-term Federal Home Loan Bank advances	142		129			412		421
Total interest expense	371		289			1,074		866
Net interest and dividend income	2,432		2,178			7,272		6,087
Provision for loan losses	1		244			1		407
Net interest and dividend income, after provision for loan losses	2,431		1,934			7,271		5,680
Non-interest income:
Customer service fees	138		141			417		422
Mortgage banking income, net	56		41			179		696
Income from bank-owned life insurance	25		26			75		75
Net (loss) gain on sale of other real estate owned	—		(4		)	8		18
Other	30		37			96		96
Total non-interest income	249		241			775		1,307
Non-interest expenses:
Salaries and employee benefits	1,138		1,124			3,554		3,555
Occupancy and equipment expenses	236		222			731		664
Data processing expenses	136		117			452		465
Professional fees	124		102			394		320
Advertising expenses	88		76			263		226
FDIC insurance	42		31			127		106
Other general and administrative expenses	289		252			868		825
Total non-interest expenses	2,053		1,924			6,389		6,161
Income before income taxes	627		251			1,657		826
Income tax provision	237		83			618		299
Net income	$	390	$	168		$	1,039	$	527
Weighted-average number of common shares outstanding:
Basic	1,737,511		1,781,959			1,738,950		1,818,040
Diluted	1,742,091		1,784,492			1,744,004		1,823,016
Earnings per share:
Basic	$	0.22	$	0.09		$	0.60	$	0.29
Diluted	$	0.22	$	0.09		$	0.60	$	0.29

See accompanying notes to consolidated financial statements.

2

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
	(In thousands)
Net income	$	390		$	168		$	1,039		$	527
Net unrealized (loss) gain on securities available for sale	(58		)	(29		)	599			(686		)
Income tax benefit (provision)	18			10			(217		)	246
Other comprehensive (loss) income, net of tax	(40		)	(19		)	382			(440		)
Comprehensive income	$	350		$	149		$	1,421		$	87

See accompanying notes to consolidated financial statements.

3

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

									Accumulated
			Additional						Other			Unearned			Unearned
	Common		Paid-in			Retained			Comprehensive			Compensation-			Compensation-
	Stock		Capital			Earnings			(Loss) Income			ESOP			Restricted Stock			Total
									(In thousands)
Balance at December 31, 2012	$	19	$	20,669		$	10,958		$	183		$	(1,084	)	$	(182	)	$	30,563
Net income	—		—			527			—			—			—			527
Other comprehensive loss	—		—			—			(440		)	—			—			(440		)
Cash dividends paid ($0.12 per share)	—		—			(230		)	—			—			—			(230		)
Repurchased stock related to buyback program (79,247 shares)	—		(1,091		)	—			—			—			—			(1,091		)
Common stock held by ESOP allocated or committed to be allocated (5,429 shares)	—		12			—			—			62			—			74
Restricted stock granted in connection with equity incentive plan (22,000 shares)	—		281			—			—			—			(281		)	—
Purchased stock related to vested restricted stock (1,933 shares)	—		(25		)	—			—			—			—			(25		)
Forfeiture of restricted stock (5,769 shares)	—		(60		)	—			—			—			60			—
Cash disposition of stock options	—		(17		)	—			—			—			—			(17		)
Share based compensation - options	—		40			—			—			—			—			40
Share based compensation - restricted stock	—		—			—			—			—			90			90
Balance at September 30, 2013	$	19	$	19,809		$	11,255		$	(257	)	$	(1,022	)	$	(313	)	$	29,491
Balance at December 31, 2013	$	18	$	19,212		$	11,388		$	(389	)	$	(1,001	)	$	(286	)	$	28,942
Net income	—		—			1,039			—			—			—			1,039
Other comprehensive income	—		—			—			382			—			—			382
Cash dividends paid ($0.125 per share)	—		—			(228		)	—			—			—			(228		)
Repurchased stock related to buyback program (17,000 shares)	—		(252		)	—			—			—			—			(252		)
Common stock held by ESOP allocated or committed to be allocated (5,430 shares)	—		22			—			—			62			—			84
Restricted stock granted in connection with equity incentive plan (22,000 shares)	—		329			—			—			—			(329		)	—
Purchased stock related to vested restricted stock (2,417 shares)	—		(36		)	—			—			—			—			(36		)
Forfeiture of restricted stock (8,105 shares)	—		(108		)	—			—			—			108			—
Exercise of stock options (3,813 shares)	—		39			—			—			—			—			39
Purchased shares from cashless exercise of options (2,175 shares)	—		(33		)	—			—			—			—			(33		)
Share based compensation - options	—		33			—			—			—			—			33
Share based compensation - restricted stock	—		—			—			—			—			91			91
Balance at September 30, 2014	$	18	$	19,206		$	12,199		$	(7	)	$	(939	)	$	(416	)	$	30,061

See accompanying notes to consolidated financial statements.

4

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended
	September 30,
	2014			2013
	(In thousands)
Cash flows from operating activities:
Net income	$	1,039		$	527
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	1			407
Amortization of securities, net	95			87
Net change in deferred loan fees and costs	(8		)	76
Depreciation and amortization expense	247			210
Decrease (increase) in accrued interest receivable	9			(65		)
Income from bank-owned life insurance	(75		)	(75		)
Stock-based compensation expense	208			204
Gain on sales of loans	(139		)	(353		)
Loans originated for sale	(14,399		)	(30,706		)
Proceeds from sales of loans, net of repurchases	14,628			32,653
Gain on sale of other real estate owned	(8		)	(18		)
Write down of other real estate owned	—			5
Net change in other assets and liabilities	560			(172		)
Net cash provided by operating activities	2,158			2,780
Cash flows from investing activities:
Activity in securities available for sale:
Maturities, prepayments and calls	1,408			2,200
Purchases	(2,558		)	(13,820		)
Maturities, prepayments and calls of securities held to maturity	182			427
Redemption of Federal Home Loan Bank stock	—			212
Loan originations, net	(5,207		)	(26,028		)
Proceeds from sale of other real estate owned	8			440
Purchase of premises and equipment	(370		)	(187		)
Net cash used in investing activities	(6,537		)	(36,756		)

(continued)

See accompanying notes to consolidated financial statements.

5

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(concluded)

	Nine Months Ended
	September 30,
	2014			2013
	(In thousands)
Cash flows from financing activities:
Net change in deposits	7,204			7,568
Net change in Federal Home Loan Bank advances with maturities of three months or less	(4,075		)	34,575
Proceeds from Federal Home Loan Bank advances with maturities greater than three months	3,000			2,000
Repayments of Federal Home Loan Bank advances with maturities greater than three months	(1,000		)	(7,500		)
Net change in mortgagors’ escrow accounts	115			214
Repurchase of common stock	(288		)	(1,116		)
Cash dividends paid on common stock	(228		)	(230		)
Exercise of stock options	6			—
Cash disposition of stock options	—			(17		)
Net cash provided by financing activities	4,734			35,494
Net change in cash and cash equivalents	355			1,518
Cash and cash equivalents at beginning of period	6,295			6,789
Cash and cash equivalents at end of period	$	6,650		$	8,307
Supplementary information:
Interest paid on deposit accounts	$	614		$	418
Interest paid on advances	454			464
Income taxes paid	497			548
Loans transferred to other real estate owned	—			244

See accompanying notes to consolidated financial statements.

6

GEORGETOWN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)           Basis of Presentation

The accompanying unaudited financial statements of Georgetown Bancorp, Inc., a Maryland corporation, (the “Company”) were prepared in accordance with the instructions for Form 10-Q and with Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the three- and nine-month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for future periods, including the entire fiscal year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the December 31, 2013 Consolidated Financial Statements presented in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on March 28, 2014. The consolidated financial statements include the accounts of Georgetown Bank (the “Bank”) and its wholly owned subsidiary, Georgetown Securities Corporation, which engages in the buying, selling and holding of securities. All significant inter-company balances and transactions have been eliminated in consolidation. These consolidated financial statements consider events that occurred through the date the consolidated financial statements were issued.

(2)           Corporate Structure

In conjunction with its reorganization into the mutual holding company structure, on January 5, 2005, the Bank (i) converted to a stock savings bank as the successor to the Bank in its mutual form; (ii) organized Georgetown Bancorp, Inc. (“Georgetown Federal”) as a federally-chartered corporation that owned 100% of the common stock of the Bank (in stock form); and (iii) organized Georgetown Bancorp, MHC as a federally-chartered mutual holding company that owned 56.7% of the common stock of Georgetown Federal as of June 30, 2012. On November 28, 2011, the Boards of Directors of Georgetown Federal, Georgetown Bancorp, MHC and the Bank each unanimously adopted a Plan of Conversion and Reorganization of the Mutual Holding Company pursuant to which Georgetown Bancorp, MHC undertook a “second-step” conversion and now ceases to exist. Georgetown Bancorp, MHC reorganized from a two-tier mutual holding company structure to a fully public stock holding company structure effective July 11, 2012, and, as a result, the Bank is now the wholly-owned subsidiary of the Company.

7

(3)           Earnings Per Common Share

The Company has adopted the Earnings Per Share (“EPS”) guidance included in Accounting Standards Codification (“ASC”) 260-10. As presented below, basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For purposes of computing diluted EPS, the treasury stock method is used.

Unallocated ESOP shares are not deemed outstanding for earnings per share calculations.

Earnings per common share have been computed based on the following.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net income available to common stockholders	$	390,000		$	168,000		$	1,039,000		$	527,000
Basic common shares:
Weighted average shares outstanding	1,788,880			1,843,319			1,789,527			1,880,981
Less: Weighted average unallocated ESOP shares	(89,870		)	(97,111		)	(91,680		)	(98,921		)
Add: Weighted average unvested restricted shares with non-forfeitable dividend rights	38,501			35,751			41,103			35,980
Basic weighted average common shares outstanding	1,737,511			1,781,959			1,738,950			1,818,040
Dilutive potential common shares	4,580			2,533			5,054			4,976
Diluted weighted average common shares outstanding	1,742,091			1,784,492			1,744,004			1,823,016
Basic earnings per share	$	0.22		$	0.09		$	0.60		$	0.29
Diluted earnings per share	$	0.22		$	0.09		$	0.60		$	0.29

Options to purchase 62,594 shares, representing all outstanding options, were included in the computation of diluted earnings per share for the three and nine-month period ended September 30, 2014. Options to purchase 52,924 shares, representing outstanding options that were granted in 2010, 2011, 2012 and 2013, were included in the computation of diluted earnings per share for the three-month period ended September 30, 2013. Options to purchase 33,774 shares, representing outstanding options that were granted in 2010, 2011 and 2012, were included in the computation of diluted earnings per share for the nine-month period ended September 30, 2013. Options to purchase 19,150 shares that were granted in 2013 were not included in the computation of diluted earnings per share for the nine-month period ended September 30, 2013, because to do so would have been antidilutive.

(4)           Recent Accounting Pronouncements

In January 2014, the FASB issued ASU 2014-01, “Investments - Equity Method and Joint Ventures (Topic 323):  Accounting for Investments in Qualified Affordable Housing Projects.”  The amendments in this ASU apply to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow-through entities for tax purposes as follows:

1.For reporting entities that meet the conditions for and that elect to use the proportional amortization method to account for investments in qualified affordable housing projects, all amendments in this ASU apply.

2.For reporting entities that do not meet the conditions for or that do not elect the proportional amortization method, only the amendments in this ASU that are related to disclosures apply.

The amendments in this ASU permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met.  Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit).  For those investments in qualified affordable housing projects not accounted for using the proportional amortization method, the investment should be accounted for as an equity method investment or a cost method investment in accordance with Subtopic 970-323.  The amendments in this ASU should be applied

8

retrospectively to all periods presented.  A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments.  The amendments in this ASU are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014.  Early adoption is permitted.  The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40):  Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.”  The objective of the amendments in this ASU is to reduce diversity by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized.  The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement.  Additionally, the amendments require interim and annual disclosure of both (i) the amount of foreclosed residential real estate property held by the creditor and (ii) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.  The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014.  An entity can elect to adopt the amendments in this ASU using either a modified retrospective transition method or a prospective transition method.   The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning on or after December 15, 2014, and interim periods within those years. The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”  The objective of this ASU is to clarify principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards.  The guidance in this ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards.  The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.   For public entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.  Early application is not permitted.  Early application is permitted, but no earlier than an annual reporting period beginning after December 15, 2016, including interim periods within that reporting period.  The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860):  Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.”  The amendments in this ASU require two accounting changes.  First, the amendments in this ASU change the accounting for repurchase-to-maturity transactions to secured borrowing accounting.  Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.  This ASU also includes new disclosure requirements.  The accounting changes in this Update are effective for public business entities for the first interim or annual period beginning after December 15, 2014.   An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.  Earlier application for a public business entity is prohibited.  The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation (Topic 718):  Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.”  The amendments in this ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards.  This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015.  Earlier adoption is permitted.  ASU 2014-12 may be adopted either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements, and to all new or modified awards thereafter.  If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date.  The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

9

In August 2014, the FASB issued ASU 2014-13, “Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity.”  This ASU applies to entities that meet the following criteria:

1.they are required to consolidate a collateralized entity under the Variable Interest Entities guidance;

2.they measure all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other FASB rules; and

3.those changes in fair value are reflected in earnings.

Under ASU 2014-13, entities that meet these criteria are provided an alternative under which they can choose to eliminate the difference between the fair value of financial assets and financial liabilities of a consolidated collateralized financing entity.  If that alternative is not elected, then ASU 2014-13 indicates that the fair value of the financial assets and the fair value of the financial liabilities of the consolidated collateralized financing entity should be measured in accordance with ASC 820.  Fair Value Measurement and differences between the fair value of the financial assets and the financial liabilities of that consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the consolidated statement of income or loss.  The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015.  The adoption of this ASU will not have an impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-14, “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government - Guaranteed Mortgage Loans upon Foreclosure.”  The amendments in this ASU require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met:

1.the loan has a government guarantee that is not separable from the loan before foreclosure;

2.at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and

3.at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed.

Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor.  The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014.  The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

10

(5)           Securities

A summary of securities is as follows.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
At September 30, 2014
Securities available for sale
State and municipal	$	2,469	$	54	$	(15	)	$	2,508
Residential mortgage-backed securities	17,471		124		(169		)	17,426
Total securities available for sale	$	19,940	$	178	$	(184	)	$	19,934
Securities held to maturity
Residential mortgage-backed securities	$	869	$	81	$	—		$	950

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
At December 31, 2013
Securities available for sale
State and municipal	$	2,505	$	4	$	(115	)	$	2,394
Residential mortgage-backed securities	16,381		67		(561		)	15,887
Total securities available for sale	$	18,886	$	71	$	(676	)	$	18,281
Securities held to maturity
Residential mortgage-backed securities	$	1,050	$	86	$	—		$	1,136

All residential mortgage-backed securities have been issued by government-sponsored enterprises.

11

The amortized cost and estimated fair value of debt securities by contractual maturity at September 30, 2014 is as follows. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(In thousands)
Over ten years	$	2,469	$	2,508	$	—	$	—
Residential mortgage-backed securities	17,471		17,426		869		950
	$	19,940	$	19,934	$	869	$	950

There were no sales of securities for the three and nine months ended September 30, 2014 and 2013.

Information pertaining to securities with gross unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous loss position, is as follows.

	Less Than Twelve Months					Twelve Months or Greater
	Gross					Gross
	Unrealized			Fair		Unrealized			Fair
	Losses			Value		Losses			Value
	(In thousands)
At September 30, 2014
Securities available for sale
State and municipal	$	—		$	—	$	(15	)	$	1,084
Residential mortgage-backed securities	(23		)	5,852		(146		)	5,489
Total temporarily impaired securities	$	(23	)	$	5,852	$	(161	)	$	6,573
At December 31, 2013
Securities available for sale
State and municipal	$	(115	)	$	1,827	$	—		$	—
Residential mortgage-backed securities	(561		)	13,389		—			—
Total temporarily impaired securities	$	(676	)	$	15,216	$	—		$	—

Each reporting period, the Company evaluates all securities classified as available-for-sale or held-to-maturity with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (“OTTI”).

At September 30, 2014 ten securities classified as available for sale had an unrealized loss with aggregate depreciation of 1.46% from the securities’ amortized cost basis.  The unrealized losses on the Company’s investments in state and municipal bonds and residential mortgage backed securities were primarily caused by changes in interest rates and not by credit quality.  Many of these investments are guaranteed by the U.S. Government or its agencies, and as management has not decided to sell these securities, nor is it likely that the Company will be required to sell these securities, no declines are deemed to be OTTI.

12

(6)           Loans and Servicing

Loans

A summary of loans is as follows.

	At					At
	September 30,					December 31,
	2014					2013
	Amount			Percent		Amount			Percent
	(Dollars in thousands)
Residential loans:
One- to four-family	$	88,792		38.47	%	$	92,450		40.93	%
Home equity loans and lines of credit	15,884			6.88		15,399			6.82
Total residential mortgage loans	104,676			45.35		107,849			47.75
Commercial loans:
One- to four-family investment property	9,438			4.09		11,089			4.91
Multi-family real estate	14,894			6.45		14,462			6.40
Commercial real estate	54,995			23.83		54,272			24.02
Commercial business	17,769			7.70		16,681			7.39
Total commercial loans	97,096			42.07		96,504			42.72
Construction loans:
One- to four-family	14,392			6.23		9,848			4.36
Multi-family	10,015			4.34		7,304			3.24
Non-residential	4,288			1.86		3,955			1.75
Total construction loans	28,695			12.43		21,107			9.35
Consumer	347			0.15		408			0.18
Total loans	230,814			100.00	%	225,868			100.00	%
Other items:
Net deferred loan costs	448					440
Allowance for loan losses	(2,136		)			(2,396		)
Total loans, net	$	229,126				$	223,912

13

An analysis of the allowance for loan losses at and for the nine months ended September 30, 2014 and 2013 and at December 31, 2013 is below. For additional information please refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Residential						Commercial										Construction
	One- to four- family			Home equity loans and lines of credit			One- to four- family investment property			Multi-family real estate		Commercial real estate			Commercial business		One- to four- family			Multi-family		Non- residential		Consumer			Unallocated			Total
															(In thousands)
Allowance for loan losses
Nine months ended September 30, 2014
Beginning Balance	$	284		$	274		$	61		$	108	$	1,056		$	291	$	133		$	66	$	63	$	15		$	45		$	2,396
Charge-offs	—			(14		)	—			—		(248		)	—		—			—		—		(2		)	—			(264		)
Recoveries	—			1			—			—		—			—		—			—		—		2			—			3
Provision (benefit)	3			(21		)	(9		)	4		26			19		(5		)	24		5		(11		)	(34		)	1
Ending Balance	$	287		$	240		$	52		$	112	$	834		$	310	$	128		$	90	$	68	$	4		$	11		$	2,136
Nine months ended September 30, 2013
Beginning Balance	$	378		$	254		$	62		$	40	$	668		$	159	$	149		$	34	$	25	$	11		$	—		$	1,780
Charge-offs	(130		)	—			—			—		—			—		—			—		—		(7		)	—			(137		)
Recoveries	43			—			—			—		—			—		—			—		—		3			—			46
(Benefit) provision	(4		)	(18		)	10			3		216			49		38			30		78		5			—			407
Ending Balance	$	287		$	236		$	72		$	43	$	884		$	208	$	187		$	64	$	103	$	12		$	—		$	2,096
At September 30, 2014
Allowance for loan losses
Individually evaluated for impairment	$	7		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	7
Collectively evaluated for impairment	280			240			52			112		834			310		128			90		68		4			11			2,129
	$	287		$	240		$	52		$	112	$	834		$	310	$	128		$	90	$	68	$	4		$	11		$	2,136
Loans
Individually evaluated for impairment	$	317		$	28		$	—		$	—	$	297		$	—	$	—		$	—	$	—	$	—		$	—		$	642
Collectively evaluated for impairment	88,475			15,856			9,438			14,894		54,698			17,769		14,392			10,015		4,288		347			—			230,172
	$	88,792		$	15,884		$	9,438		$	14,894	$	54,995		$	17,769	$	14,392		$	10,015	$	4,288	$	347		$	—		$	230,814
At December 31, 2013
Allowance for loan losses
Individually evaluated for impairment	$	7		$	49		$	—		$	—	$	277		$	—	$	—		$	—	$	—	$	—		$	—		$	333
Collectively evaluated for impairment	277			225			61			108		779			291		133			66		63		15			45			2,063
	$	284		$	274		$	61		$	108	$	1,056		$	291	$	133		$	66	$	63	$	15		$	45		$	2,396
Loans
Individually evaluated for impairment	$	321		$	428		$	—		$	—	$	2,406		$	—	$	—		$	—	$	—	$	—		$	—		$	3,155
Collectively evaluated for impairment	92,129			14,971			11,089			14,462		51,866			16,681		9,848			7,304		3,955		408			—			222,713
	$	92,450		$	15,399		$	11,089		$	14,462	$	54,272		$	16,681	$	9,848		$	7,304	$	3,955	$	408		$	—		$	225,868

14

The following is a summary of past-due and non-accrual loans at September 30, 2014 and December 31, 2013. For additional information please refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Loans delinquent for:												90 days
					90 days		Total		Total		Total		or more		Non-accrual
	30 - 59 Days		60 - 89 Days		or more		Past Due		Current		Loans		and accruing		Loans
	(In thousands)
At September 30, 2014
Residential loans:
One- to four-family	$	—	$	312	$	641	$	953	$	87,839	$	88,792	$	—	$	953
Home equity loans and lines of credit	31		—		74		105		15,779		15,884		—		74
Commercial loans:
One- to four-family investment property	—		—		—		—		9,438		9,438		—		—
Multi-family real estate	—		—		—		—		14,894		14,894		—		—
Commercial real estate	297		—		—		297		54,698		54,995		—		—
Commercial business	—		—		—		—		17,769		17,769		—		—
Construction loans:
One- to four-family	—		—		—		—		14,392		14,392		—		—
Multi-family	—		—		—		—		10,015		10,015		—		—
Non-residential	—		—		—		—		4,288		4,288		—		—
Consumer	12		3		2		17		330		347		—		2
Total	$	340	$	315	$	717	$	1,372	$	229,442	$	230,814	$	—	$	1,029
At December 31, 2013
Residential loans:
One- to four-family	$	—	$	245	$	—	$	245	$	92,205	$	92,450	$	—	$	—
Home equity loans and lines of credit	15		—		399		414		14,985		15,399		—		399
Commercial loans:
One- to four-family investment property	—		—		—		—		11,089		11,089		—		—
Multi-family real estate	—		—		—		—		14,462		14,462		—		—
Commercial real estate	—		267		—		267		54,005		54,272		—		—
Commercial business	—		—		—		—		16,681		16,681		—		—
Construction loans:
One- to four-family	—		—		—		—		9,848		9,848		—		—
Multi-family	—		—		—		—		7,304		7,304		—		—
Non-residential	—		—		—		—		3,955		3,955		—		—
Consumer	1		—		—		1		407		408		—		—
Total	$	16	$	512	$	399	$	927	$	224,941	$	225,868	$	—	$	399

15

The following is an analysis of impaired loans at September 30, 2014 and December 31, 2013.

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)
At September 30, 2014
Impaired loans without a valuation allowance
Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit	28		28		—		29		—
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	297		297		—		299		13
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total impaired with no related allowance	$	325	$	325	$	—	$	328	$	13
Impaired loans with a valuation allowance
Residential loans:
One- to four-family	$	317	$	317	$	7	$	319	$	12
Home equity loans and lines of credit	—		—		—		159		—
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	—		—		—		555		8
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total with an allowance recorded	$	317	$	317	$	7	$	1,033	$	20
At December 31, 2013
Impaired loans without a valuation allowance
Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit	29		29		—		31		1
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	301		301		—		304		18
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total impaired with no related allowance	$	330	$	330	$	—	$	335	$	19
Impaired loans with a valuation allowance
Residential loans:
One- to four-family	$	321	$	321	$	7	$	379	$	13
Home equity loans and lines of credit	399		399		49		377		2
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	2,105		2,208		277		2,105		104
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total with an allowance recorded	$	2,825	$	2,928	$	333	$	2,861	$	119

16

There were no loan modifications made that resulted in the classification of a troubled debt restructure (“TDR”) during the nine months ended September 30, 2014.  There was one loan modification made that resulted in the classification of a TDR during the nine months ended September 30, 2013. This TDR did not result in a material impact to the allowance for loan losses. The modification consolidated an adjustable rate one- to four-family residential loan and a fixed rate home equity loan into a single fixed rate one- to four-family residential loan. In addition to the consolidation of the loans, an additional $32,000 was advanced to the borrower.

At September 30, 2014 and December 31, 2013, there were no TDRs in default of their modified terms.

17

The following table represents the Company’s loans by risk rating at September 30, 2014 and December 31, 2013. For additional information please refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Residential				Commercial								Construction
	One- to four- family		Home equity loans and lines of credit		One- to four- family investment property		Multi-family real estate		Commercial real estate		Commercial business		One- to four- family		Multi-family		Non- residential		Consumer		Total
	(In thousands)
At September 30, 2014
Classification:
Not formally rated	$	87,522	$	15,810	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	345	$	103,677
Pass	—		—		9,438		14,894		54,995		17,769		14,392		10,015		4,288		—		125,791
Special mention	—		—		—		—		—		—		—		—		—		—		—
Substandard	1,270		74		—		—		—		—		—		—		—		2		1,346
Doubtful	—		—		—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—		—		—
Total loans	$	88,792	$	15,884	$	9,438	$	14,894	$	54,995	$	17,769	$	14,392	$	10,015	$	4,288	$	347	$	230,814
At December 31, 2013
Classification:
Not formally rated	$	92,129	$	15,000	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	408	$	107,537
Pass	—		—		11,089		14,462		51,900		16,681		9,848		7,304		3,955		—		115,239
Special mention	—		—		—		—		—		—		—		—		—		—		—
Substandard	321		399		—		—		2,372		—		—		—		—		—		3,092
Doubtful	—		—		—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—		—		—
Total loans	$	92,450	$	15,399	$	11,089	$	14,462	$	54,272	$	16,681	$	9,848	$	7,304	$	3,955	$	408	$	225,868

18

Credit Quality Information

The Bank utilizes a nine grade internal loan rating system for all commercial and construction loans as follows:

Loans rated 1 - 5:  Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 6:  Loans in this category are considered “special mention.” These loans have risk profiles that are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 7:  Loans in this category are considered “substandard.” These loans have a well defined weakness that jeopardizes the liquidation of the debt and is inadequately protected by the current sound worth and paying capacity of the borrower or pledged collateral. There is a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Loans rated 8:  Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 9:  Loans in this category are considered a “loss.” The loan has been determined to be uncollectible and the chance of loss is inevitable. Loans in this category will be charged-off.

On an annual basis, or more often if needed, the Bank formally reviews the ratings on all commercial and construction loans.  For residential real estate and consumer loans, the Bank initially assesses credit quality based on the borrower’s ability to pay and subsequently monitors these loans based on the borrower’s payment activity; however, these loans are not formally risk-rated.

Loans serviced for others and mortgage servicing rights

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $113.8 million and $117.7 million at September 30, 2014 and December 31, 2013, respectively.

The risks inherent in the mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The fair value of servicing rights was $1.4 million at September 30, 2014 and December 31, 2013, and was determined using the moving average 10-year, U.S. Treasury rate plus 5.0%, adjusted to reflect the current credit spreads and conditions in the market as a discount rate. Prepayment assumptions, which are impacted by loan rates and terms, are calculated using a moving average of prepayment data published by the Securities Industry and Financial Markets Association and an independent third party proprietary analysis of prepayment rates embedded in liquid mortgage securities markets and modeled against the serviced loan portfolio by the independent third party valuation specialist.

The following summarizes mortgage servicing rights capitalized and amortized, along with the aggregate activity-related valuation allowances.

	Nine Months Ended
	September 30,
	2014			2013
	(In thousands)
Mortgage servicing rights:
Balance at beginning of period	$	1,084		$	910
Additions	62			440
Amortization	(266		)	(254		)
Balance at end of period	880			1,096
Valuation allowances:
Balance at beginning of period	26			20
Additions	—			58
Recoveries	(24		)	(15		)
Balance at end of period	2			63
Mortgage servicing assets, net	$	878		$	1,033
Fair value of mortgage servicing assets	$	1,364		$	1,286

19

(7)           Secured Borrowings and Collateral

Federal Home Loan Bank advances

At September 30, 2014, all Federal Home Loan Bank (“FHLB”) of Boston advances were secured by a blanket security agreement on qualified collateral, principally first mortgage loans on owner-occupied residential property in the amount of $78.1 million, and mortgage-backed securities with a fair value of $18.4 million.

(8)          Fair Value Measurements

The Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value as follows:

Level l - Valuation is based on quoted prices in active markets for identical assets or liabilities. Level l assets and liabilities generally include debt and equity securities that are traded in an active exchange market. At September 30, 2014, the Company had no assets or liabilities valued using Level 1 measurements.

Level 2 - Valuation is based on observable inputs other than Level l prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

All of the Company’s securities that are measured at fair value are included in Level 2 and are based on pricing models from independent, third party pricing services that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. There are no liabilities measured at fair value. All of the Company’s impaired loans and other real estate owned that are measured at fair value are included in Level 3 and are based on the appraised value of the underlying collateral considering discounting factors, if deemed appropriate, and adjusted for selling costs. These appraised values may be discounted based on management’s historical knowledge, expertise or changes in market conditions from time of valuation. The Company did not have any significant transfers of assets or liabilities to or from Levels 1 and 2 of the fair value hierarchy during the nine month period ended September 30, 2014.

20

Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 are summarized below.

							Assets
	Level 1		Level 2		Level 3		at Fair Value
	(In thousands)
At September 30, 2014
Assets
Securities available for sale
State and municipal	$	—	$	2,508	$	—	$	2,508
Residential mortgage-backed securities	—		17,426		—		17,426
Total securities available for sale	$	—	$	19,934	$	—	$	19,934
At December 31, 2013
Assets
Securities available for sale
State and municipal	$	—	$	2,394	$	—	$	2,394
Residential mortgage-backed securities	—		15,887		—		15,887
Total securities available for sale	$	—	$	18,281	$	—	$	18,281

The Company may also be required, from time to time, to measure certain other financial assets on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. Assets measured at fair value on a non-recurring basis at September 30, 2014 and December 31, 2013 are summarized below. The fair value adjustments relate to the amount of write-down recorded or related allowance recorded as of September 30, 2014 and December 31, 2013.

							Assets		Adjustments
	Level 1		Level 2		Level 3		at Fair Value		to Fair Value
	(In thousands)
At September 30, 2014
Impaired loans	$	—	$	—	$	310	$	310	$	(7	)
At December 31, 2013
Impaired loans	$	—	$	—	$	2,492	$	2,492	$	(333	)

21

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.

Cash and cash equivalents: The carrying amounts of cash and short-term investments approximate fair values.

Securities: Fair values for the Company’s debt securities are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.

Federal Home Loan Bank stock: Fair value is based on redemption provisions of the FHLB of Boston. The FHLB stock has no quoted market value.

Loans held for sale: Fair value is based on committed secondary market prices.

Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Capitalized mortgage servicing rights: Fair value is based on a quarterly, independent third-party valuation model that calculates the present value of estimated future net servicing income. The model utilizes a variety of assumptions, the most significant of which are loan prepayment assumptions and the discount rate used to discount future cash flows. Prepayment assumptions, which are impacted by loan rates and terms, are calculated using a moving average of prepayment data published by the Securities Industry and Financial Markets Association and a third party proprietary analysis of prepayment rates embedded in liquid mortgage securities markets and modeled against the serviced loan portfolio by the independent third party valuation specialist. The discount rate is the moving average 10-year, U.S. Treasury rate plus 5.0% and adjusted to reflect the current credit spreads and conditions in the market. Other assumptions include delinquency rates, foreclosure rates, servicing cost inflation, and annual unit loan cost. All assumptions are adjusted periodically to reflect current circumstances and all are obtained from independent market sources.

Deposits: The fair values for non-certificate accounts are, by definition, equal to the amount payable on demand at the reporting date which is the carrying amount. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term FHLB advances: The fair value of short-term FHLB advances approximates carrying value, as they generally mature within 90 days.

Long-term FHLB advances: The fair value for long-term FHLB advances is estimated using discounted cash flow analyses based on current market borrowing rates for similar types of borrowing arrangements.

Accrued interest: The carrying amounts of accrued interest approximate fair value.

Off-balance-sheet instruments: Fair values for off-balance-sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. At September 30, 2014 and December 31, 2013, the fair value of commitments outstanding is not significant since fees charged are not material.

22

The estimated fair values and related carrying amounts of the Company’s financial instruments at September 30, 2014 and December 31, 2013 are as follows.

	September 30, 2014
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,650	$	6,650	$	—	$	—	$	6,650
Securities available for sale	19,934		—		19,934		—		19,934
Securities held to maturity	869		—		950		—		950
FHLB stock	2,907		2,907		—		—		2,907
Loans held for sale	911		919		—		—		919
Loans, net	229,126		—		—		228,169		228,169
Accrued interest receivable	720		720		—		—		720
Capitalized mortgage servicing rights	878		—		1,364		—		1,364
Financial liabilities:
Deposits	$	183,165	$	—	$	183,640	$	—	$	183,640
Short-term FHLB advances	28,750		28,750		—		—		28,750
Long-term FHLB advances	24,100		—		24,358		—		24,358
Mortgagors’ escrow accounts	1,345		1,345		—		—		1,345
Accrued interest payable	51		51		—		—		51

	December 31, 2013
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,295	$	6,295	$	—	$	—	$	6,295
Securities available for sale	18,281		—		18,281		—		18,281
Securities held to maturity	1,050		—		1,136		—		1,136
FHLB stock	2,907		2,907		—		—		2,907
Loans held for sale	1,001		1,019		—		—		1,019
Loans, net	223,912		—		—		223,659		223,659
Accrued interest receivable	729		729		—		—		729
Capitalized mortgage servicing rights	1,058		—		1,361		—		1,361
Financial liabilities:
Deposits	$	175,961	$	—	$	176,405	$	—	$	176,405
Short-term FHLB advances	32,825		32,825		—		—		32,825
Long-term FHLB advances	22,100		—		22,405		—		22,405
Mortgagors’ escrow accounts	1,230		1,230		—		—		1,230
Accrued interest payable	45		45		—		—		45

23

(9)          Equity Incentive Plan

At September 30, 2014, the Company had two equity incentive plans, the 2009 Equity Plan and the 2014 Equity Plan. The 2009 plan was described more fully in Note 12 of the consolidated financial statements and notes thereto for the year ended December 31, 2013. The 2014 Equity Plan was approved by stockholders at the annual meeting on May 20, 2014 and was more fully described in the proxy statement for the annual meeting. No shares have been issued from the 2014 Equity Plan.

The following table presents the activity for the 2009 Equity Plan for the nine months ended September 30, 2014.

	Stock Options
	Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year	52,924		$	11.12
Granted	22,000		$	14.98
Exercised	(3,813	)	$	10.39
Forfeited	(8,517	)	$	13.79
Outstanding at end of period	62,594		$	12.16
Exercisable at end of period	24,613

Options Outstanding				Options Exercisable
Number	Weighted-Average	Weighted		Number	Weighted
Outstanding	Remaining	Average		Exercisable	Average
as of 09/30/2014	Contractual Life	Exercise Price		as of 09/30/2014	Exercise Price
9,612	5.40 Years	$	9.33	8,459	$	9.33
10,551	6.40 Years	$	9.55	8,030	$	9.55
9,196	7.40 Years	$	9.58	4,513	$	9.58
15,550	8.40 Years	$	14.00	3,611	$	14.00
17,685	9.40 Years	$	14.98	—	$	—
62,594	7.74 Years	$	12.16	24,613	$	10.13

	Non-vested
	Restricted Stock
	Number of Shares		Weighted Average Grant Date Value
Outstanding at beginning of year	35,751		$	10.83
Granted	22,000		$	14.98
Vested	(11,246	)	$	10.21
Forfeited	(8,105	)	$	13.27
Outstanding at end of period	38,400		$	12.87

As of September 30, 2014, unrecognized share-based compensation expense related to non-vested options amounted to $161,000 and the unrecognized share-based compensation expense related to non-vested restricted stock amounted to $416,000. The unrecognized expense related to the non-vested options and non-vested restricted stock will be recognized over a weighted average period of 3.2 and 3.3 years, respectively.

24

For the nine months ended September 30, 2014, the Company recognized compensation expense for stock options of $33,000 with a related tax benefit of $6,000. The related tax benefit applies only to non-qualified stock options. For the nine months ended September 30, 2014, the Company recognized compensation expense for restricted stock awards of $91,000 with a related tax benefit of $36,000.

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

This document may contain certain forward-looking statements, such as statements of the Company’s or the Bank’s plans, objectives, expectations, estimates and intentions. Forward-looking statements may be identified by the use of words such as “expects,” “subject,” and “believe,” “will,” “intends,” “will be” or “would”. These statements are subject to change based on various important factors (some of which are beyond the Company’s or the Bank’s control) and actual results may differ materially. Accordingly, readers should not place undue reliance on any forward-looking statements, which reflect management’s analysis of factors only as of the date of which they are given. These factors include general economic conditions, trends in interest rates, the ability of our borrowers to repay their loans, the ability of the Company or the Bank to effectively manage its growth, and results of regulatory examinations, among other factors. The foregoing list of important factors is not exclusive. Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including Current Reports on Form 8-K.

Except as required by applicable law and regulation, the Company does not undertake — and specifically disclaims any obligation — to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Overview

The Company’s results of operations depend primarily on net interest and dividend income, which is the difference between the interest and dividend income earned on its interest-earning assets, such as loans and securities, and the interest expense on its interest-bearing liabilities, such as deposits and advances. The Company also generates non-interest income, primarily from fees and service charges and mortgage banking income. The Company’s non-interest expense primarily consists of employee compensation and benefits, occupancy and equipment expense, advertising, data processing, professional fees and other operating expenses.

We continued to maintain strong asset quality, as non-performing assets to total assets was 0.38% at September 30, 2014, increasing from 0.15% at December 31, 2013. Net income for the nine months ended September 30, 2014 increased $512,000, or 97.2% compared to the same period in 2013. The increase in net income was driven by the expansion of our net interest margin and no provision for loan losses, partially offset by a decrease in non-interest income. Net interest and dividend income increased primarily due to an increase in loans outstanding. Non-interest income decreased $532,000, or 40.7% primarily due to a decline in mortgage banking income. Mortgage banking income has declined, as the volume of residential loan sales has been negatively affected by a soft real estate market and lower loan refinancing volumes. The Company continues to focus on generating commercial loans, core deposit growth and increasing operating efficiencies, which we believe will build long-term stockholder value. To support the continued growth of our commercial loans, we opened a Loan Production Office (LPO) in southern New Hampshire during September 2014.

Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assumptions by management and that have, or could have, a material impact on our income or the carrying value of our assets. Our critical accounting policies are those related to our allowance for loan losses and the valuation of our deferred tax assets.

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a monthly basis by management and is based upon management’s monthly review of the collectability of the loans in light of known and inherent risks in the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. Additionally, as part of the evaluation of the level of the allowance for loan losses, on a quarterly basis management analyzes several qualitative loan portfolio risk factors including, but not limited to, charge-off history, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance for loan losses consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For such loans that are classified as impaired, an allowance for loan losses is established when the discounted cash flows or the fair value of the existing collateral (less costs to sell) of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component may be maintained to cover uncertainties that could affect management’s estimate of probable losses.

25

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

We periodically may agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring. All troubled debt restructurings are initially classified as impaired.

Adjustable-rate mortgage loans decrease the risk associated with changes in market interest rates by periodically repricing, but involve other risks because, as interest rates increase, the underlying payments by the borrower increase, thus increasing the potential for default by the borrower. At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustment of the contractual interest rate is also limited by the maximum periodic and lifetime interest rate adjustments permitted by our loan documents and, therefore, the effectiveness of adjustable-rate mortgage loans may be limited during periods of rapidly rising interest rates.

Loans secured by commercial real estate, multi-family and one- to four-family investment properties generally involve larger principal amounts and a greater degree of risk than one- to four-family residential mortgage loans. Because payments on loans secured by commercial real estate, including multi-family and one- to four-family investment properties, are often dependent on successful operation or management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy.

Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans generally are made on the basis of the borrower’s ability to repay the loan from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

Construction and development financing is generally considered to involve a higher degree of 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, we may be required to advance funds beyond the amount originally committed in order to protect the value of the property. Additionally, if the estimate of value proves to be inaccurate, we may be confronted with a project, when completed, having a value that is insufficient to assure full repayment.

Income Taxes. Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax basis of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. A valuation allowance is established against deferred tax assets when, based upon the available evidence including historical and projected taxable income, it is more likely than not that some or all of the deferred tax assets will not be realized.

Comparison of Financial Condition at September 30, 2014 and December 31, 2013

Total assets increased $6.7 million, or 2.5%, to $269.7 million at September 30, 2014 from $263.0 million at December 31, 2013. The increase was primarily from increases in loans and securities available for sale.

Cash and cash equivalents increased $355 thousand, or 5.6%, to $6.7 million at September 30, 2014 from $6.3 million at December 31, 2013.

Loans, net (excluding loans held for sale) increased $5.2 million, or 2.3%, to $229.1 million at September 30, 2014 from $223.9 million at December 31, 2013, due primarily to an increase in construction loans, partially offset by a decrease in residential mortgage loans. Despite the current competitive market, we have decided to maintain our historically high underwriting standards instead of relaxing these standards and we have not reduced loan rates below levels at which we could not operate profitably.  Construction loans increased $7.6 million, or 36.0%, to $28.7 million at September 30, 2014 from $21.1 million at December 31, 2013, primarily due to a $4.5 million, or 46.1% increase in one- to-four family construction loans and a $2.7 million, or 37.1% increase in multi-family construction loans. The majority of our construction loans remain collateralized by residential real estate (85.1% at September 30, 2014 and 81.3% at December 31, 2013).  One- to four-family investment property loans decreased $1.7 million, or 14.9%, to $9.4 million at September 30, 2014 from $11.1 million at December 31, 2013. Multi-family real estate loans increased $432,000 or 3.0% to $14.9 million at September 30, 2014 from $14.5 million at December 31, 2013. Commercial real estate loans increased $723,000 or 1.3% to $55.0 million at September 30, 2014 from $54.3 million at December 31, 2013. One- to four-family residential mortgage loans decreased $3.7 million, or 4.0%, to $88.8 million at September 30, 2014 from $92.5 million at December 31, 2013. Home equity loans increased $485,000, or 3.1%, to $15.9 million at September 30, 2014 from $15.4 million at December 31, 2013.

Our total securities portfolio increased $1.5 million, or 7.6%, to $20.8 million at September 30, 2014 from $19.3 million at December 31, 2013, as we invested cash flows in available for sale securities, primarily mortgage-backed securities.

26

Deposits increased $7.2 million, or 4.1%, to $183.2 million at September 30, 2014 from $176.0 million at December 31, 2013. The increase was primarily due to increases in money market accounts and demand deposits, partially offset by a decrease in certificates of deposits and NOW accounts. Money market accounts increased $8.5 million or 19.7% and demand deposits increased $2.8 million, or 11.2%. Certificates of deposit decreased $2.5 million, or 4.0%, as a decline of $3.6 million, or 9.8% in retail certificates of deposit were partially offset by an increase in funds gathered through the use of deposit listing services of $1.0 million, or 3.7%. NOW accounts decreased $1.2 million, or 4.0%.  Management continues to focus on the generation of core checking accounts.

Total FHLB advances decreased $2.1 million, or 3.8% to $52.9 million at September 30, 2014 compared to $54.9 million at December 31, 2013. Short-term advances decreased $4.1 million and long-term advances increased $2.0 million during the nine months ended September 30, 2014.  Management continues to maintain short-term advances, as it is taking advantage of the current yield curve and the expectations that short-term rates will not increase in the near-term.

Stockholders’ equity increased $1.1 million or 3.9% to $30.1 million at September 30, 2014. The increase resulted primarily from net income of $1.0 million for the nine months ended September 30, 2014 and other comprehensive income, partially offset by the shares repurchased as part of an announced buyback program and dividend payments. The other comprehensive income, net of taxes, of $382,000 reflects the change in net unrealized gains/losses on securities available for sale from a net unrealized loss of $389,000 at December 31, 2013 to a net unrealized loss of $7,000 at September 30, 2014. There were 21,592 shares repurchased at a cost of $321,000 during the nine months ended September 30, 2014. Dividend payments totaled $228,000 for the nine months ended September 30, 2014.

27

Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio by type of loan as of the dates indicated.

	At					At
	September 30,					December 31,
	2014					2013
	Amount			Percent		Amount			Percent
	(Dollars in thousands)
Residential loans:
One- to four-family	$	88,792		38.47	%	$	92,450		40.93	%
Home equity loans and lines of credit	15,884			6.88		15,399			6.82
Total residential mortgage loans	104,676			45.35		107,849			47.75
Commercial loans:
One- to four-family investment property	9,438			4.09		11,089			4.91
Multi-family real estate	14,894			6.45		14,462			6.40
Commercial real estate	54,995			23.83		54,272			24.02
Commercial business	17,769			7.70		16,681			7.39
Total commercial loans	97,096			42.07		96,504			42.72
Construction loans:
One- to four-family	14,392			6.23		9,848			4.36
Multi-family	10,015			4.34		7,304			3.24
Non-residential	4,288			1.86		3,955			1.75
Total construction loans	28,695			12.43		21,107			9.35
Consumer	347			0.15		408			0.18
Total loans	230,814			100.00	%	225,868			100.00	%
Other items:
Net deferred loan costs	448					440
Allowance for loan losses	(2,136		)			(2,396		)
Total loans, net	$	229,126				$	223,912

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Asset Quality. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated. Delinquent loans that are 90 days or more past due and/or on non-accrual status are generally considered non-performing assets.

	At September 30,			At December 31,
	2014			2013
	(Dollars in thousands)
Non-accrual loans:
Residential mortgage loans	$	1,027		$	399
Commercial loans	—			—
Construction loans	—			—
Consumer	2			—
Total non-accrual loans	1,029			399
Non-performing restructured loans	—			—
Total non-performing loans	1,029			399
Other real estate owned	—			—
Total non-performing assets	$	1,029		$	399
Ratios:
Non-performing loans to total loans	0.45		%	0.18		%
Non-performing assets to total assets	0.38		%	0.15		%
Allowance for loan losses to non-performing loans	207.58		%	600.50		%

Total delinquent loans increased $445,000, from $927,000 at December 31, 2013 to $1.4 million at September 30, 2014, primarily in residential one- to four-family loans.

Non-performing assets increased $630,000 to $1.0 million at September 30, 2014 compared to $399,000 at December 31, 2013. The increase was related to two one- to four-family residential loans and one home equity line of credit. Total non-performing assets represented 0.38% of total assets at September 30, 2014 and 0.15% of total assets at December 31, 2013.

Loans classified as substandard decreased $1.7 million to $1.3 million at September 30, 2014 from $3.1 million at December 31, 2013. The decrease in substandard loans was primarily due to the sale of our mortgage on one commercial real estate loan, which had previously been fully reserved for. All of these credits continue to be managed in an effort to minimize loss to the Bank.

The allowance for loan losses decreased $260,000 to $2.1 million at September 30, 2014 due to the charge-off activity during the nine months ended September 30, 2014. Loan charge-offs were $264,000 and recoveries were $3,000 for the nine months ended September 30, 2014, as compared to loan charge-offs of $137,000 and loan recoveries of $46,000 for the same period in 2013. The allowance represented 0.92% of total loans at September 30, 2014 and 1.06% of total loans at December 31, 2013. At these levels, the allowance for loan losses as a percentage of non-performing loans was 207.58% at September 30, 2014 and 600.50% at December 31, 2013.

Comparison of Operating Results for the Three Months Ended September 30, 2014 and 2013

General. Net income increased $222,000, or 132.1%, to $390,000 for the three months ended September 30, 2014, compared to net income of $168,000 for the three months ended September 30, 2013. The increase was primarily due to an increase in net interest and dividend income and a decrease in the provision for loan losses, partially offset by an increase in non-interest expenses.

Interest and Dividend Income. Interest and dividend income increased $336,000, or 13.6%, to $2.8 million for the three months ended September 30, 2014, due to increases in interest income on loans and interest income on investment securities. Interest income on loans increased $315,000, or 13.5%, to $2.7 million for the three months ended September 30, 2014, due to a $29.3 million, or 14.5%, increase in the average balance of loans, partially offset by a five basis point decrease in yield to 4.59% for the three months ended September 30, 2014 from 4.64% for the three months ended September 30, 2013.

Interest and dividend income on investment securities increased $22,000, or 17.6%, to $147,000 for the three months ended September 30, 2014 from $125,000 for the three months ended September 30, 2013, due to a $1.1 million, or 4.8% increase in the average balance of investment securities for the three months ended September 30, 2014 and by a 26 basis point increase in yield to 2.56% for the three months ended September 30, 2014 from 2.30% for the three months ended September 30, 2013. The increase in investment securities was in residential mortgage-backed securities and state and municipal obligations.

29

Interest Expense. Interest expense increased $82,000, or 28.4%, to $371,000 for the three months ended September 30, 2014 from $289,000 for the three months ended September 30, 2013. Interest expense on deposits increased $67,000, or 45.9%, to $213,000 for the three months ended September 30, 2014 from $146,000 for the three months ended September 30, 2013, due to an increase in the average balance of interest-bearing deposits of $22.5 million, or 17.1%, to $154.4 million for the three months ended September 30, 2014 from $131.8 million for the three months ended September 30, 2013 and by an increase in the average rate we paid on interest-bearing deposits to 0.55% for the three months ended September 30, 2014 compared to 0.44% for the three months ended September 30, 2013.  The increase in the average balance of interest-bearing deposits is due primarily to an increase in certificate of deposit accounts obtained through a listing service. The average balance of these deposits for the three months ended September 30, 2014 totaled $27.5 million and the associated interest expense totaled $73,000.  The average balance of these deposits for the three months ended September 30, 2013 totaled $5.9 million and the associated interest expense totaled $11,000.

Interest expense on FHLB advances increased $15,000, or 10.5%, to $158,000 for the three months ended September 30, 2014 from $143,000 for the three months ended September 30, 2013. The increase was due to the average balance, which increased $4.9 million, or 9.8%, to $54.3 million for the three months ended September 30, 2014 from $49.4 million for the three months ended September 30, 2013. The increase in average balances was due primarily to long-term advances, whose average balances increased $5.1 million, or 26.3%, to $24.3 million for the three months ended September 30, 2014 from $19.2 million for the same period in 2013. The average rate we paid on FHLB advances was 1.16% for the three months ended September 30, 2014 and was unchanged compared to the three months ended September 30, 2013.

Net Interest and Dividend Income. Net interest and dividend income increased $254,000, or 11.7%, to $2.4 million for the three months ended September 30, 2014 compared to $2.2 million for the three months ended September 30, 2013. The increase in net interest income was primarily the result of a $3.8 million, or 8.2%, increase in net average interest-earning assets to $49.8 million for the three months ended September 30, 2014, from $46.1 million for the same period in 2013, partially offset by a seven basis point decrease in net interest margin to 3.78% for the three months ended September 30, 2014 compared to the same period in 2013. Our net interest margin may compress in the future due to competitive pricing in our market area.

Provision for Loan Losses. We establish provisions for loan losses, which are charged to operations, at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. In evaluating the level of the allowance for loan losses quarterly, management analyzes several qualitative loan portfolio risk factors including but not limited to, charge-off history over a relevant period, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. After an evaluation of these factors, we recorded a $1,000 provision for loan losses for the three months ended September 30, 2014 compared to $244,000 for the three months ended September 30, 2013. We recorded $37,000 in loan charge-offs and no loan recoveries during the three months ended September 30, 2014. The allowance for loan losses was $2.1 million, or 0.92% of total loans and 207.58% of non-performing loans at September 30, 2014, compared to an allowance for loan losses of $2.4 million, or 1.06% of total loans and 600.50% of non-performing loans at December 31, 2013. For additional information please refer to Note 6 (Loans and Servicing).

Non-interest Income. Non-interest income increased $8,000, or 3.3%, to $249,000 for the three months ended September 30, 2014 from $241,000 for the three months ended September 30, 2013, primarily due to an increase in mortgage banking income. Mortgage banking income increased $15,000, or 36.6%, to $56,000 for the three months ended September 30, 2014 from $41,000 for the three months ended September 30, 2013.

Non-interest Expense. Non-interest expense increased $129,000, or 6.7%, to $2.1 million for the three months ended September 30, 2014 compared to the same period in 2013. Salaries and benefits expense increased $14,000, or 1.2%. Occupancy and equipment expense increased $14,000, or 6.3% primarily due to depreciation expense associated with a new commercial loan software system. Professional fees increased $22,000, or 21.6% primarily due to the implementation of a sub-servicing function for residential loans. Other general and administrative expenses increased $37,000, or 14.7% and included $25,000 in recruitment expense related to the hiring of the Chief Operating Officer.

Income Tax Expense. The income before income taxes of $627,000 resulted in income tax expense of $237,000 for the three months ended September 30, 2014, compared to income before income taxes of $251,000 resulting in an income tax expense of $83,000 for the three months ended September 30, 2013. The effective income tax rate was 37.8% for the three months ended September 30, 2014 compared to 33.1% for the three months ended September 30, 2013. The increase in the effective tax rate for the three months ended September 30, 2014 was primarily due to the relationship of non-taxable income to the quarterly pre-tax income being lower compared to the three months ended September 30, 2013.

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Average Balance Sheet. The following table sets forth certain information regarding the Company’s average balance sheet for the periods indicated, including the average yields on its interest-earning assets and the average costs of its interest-bearing liabilities. Average yields are calculated by dividing the interest and dividend income produced by the average balance of interest-earning assets. Average costs are calculated by dividing the interest expense produced by the average balance of interest-bearing liabilities. The average balances for the period are derived from average balances that are calculated daily. The average yields and costs include fees that are considered adjustments to such average yields and costs.

	Three Months Ended September 30,
	2014							2013
	Average							Average
	Outstanding					Yield/		Outstanding					Yield/
	Balance		Interest (1)			Rate (1)		Balance		Interest (1)			Rate (1)
	(Dollars in thousands)
Interest-earning assets:
Loans (2)	$	231,193	$	2,655		4.59	%	$	201,890	$	2,340		4.64	%
Investment securities (1)	24,138		155			2.56	%	23,036		132			2.30	%
Short-term investments	3,161		1			0.13	%	2,385		2			0.34	%
Total interest-earning assets	258,492		2,811			4.35	%	227,311		2,474			4.35	%
Non-interest-earning assets	9,233		—					9,469		—
Total assets	$	267,725	2,811					$	236,780	2,474
Interest-bearing liabilities:
Savings deposits	$	14,197	1			0.03	%	$	12,683	1			0.03	%
NOW accounts	28,174		12			0.17	%	29,713		12			0.16	%
Money market accounts	49,497		32			0.26	%	44,299		7			0.06	%
Certificates of deposit	62,512		168			1.07	%	45,152		126			1.12	%
Total interest-bearing deposits	154,380		213			0.55	%	131,847		146			0.44	%
FHLB advances	54,268		158			1.16	%	49,413		143			1.16	%
Total interest-bearing liabilities	208,648		371			0.71	%	181,260		289			0.64	%
Non-interest-bearing liabilities:
Demand deposits	26,602							22,859
Other non-interest-bearing liabilities	3,135							3,166
Total liabilities	238,385							207,285
Stockholders’ equity	29,340							29,495
Total liabilities and stockholders’ equity	$	267,725						$	236,780
Net interest-earning assets (4)	$	49,844						$	46,051
Fully tax-equivalent net interest income			2,440							2,185
Less: tax-equivalent adjustments			(8		)					(7		)
Net interest income			$	2,432						$	2,178
Net interest rate spread (1)(3)						3.64	%						3.71	%
Net interest margin (1)(5)						3.78	%						3.85	%
Average of interest-earning assets to interest-bearing liabilities						123.89	%						125.41	%

(1)Interest and yield on investment securities, interest rate spread and net interest margin, are presented on a tax-equivalent basis. Tax-equivalent adjustments are deducted from tax-equivalent net interest income to agree to amounts reported in the consolidated statements of income.  For the three months ended September 30, 2014 and 2013 the yield on investment securities before tax-equivalent adjustments was 2.44% and 2.17%, respectively, and the yield on total interest-earning assets was 4.34% for both periods. Net interest rate spread before tax-equivalent adjustments for the three months ended September 30, 2014 and 2013 was 3.63% and 3.70%, respectively, while net interest margin before tax-equivalent adjustments was 3.76% and 3.83%, respectively.

(2)Includes loans held for sale.

(3)Net interest rate spread represents the difference between the tax-equivalent yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(5)Net interest margin represents net interest income (tax-equivalent basis) divided by average total interest-earning assets.

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Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest and dividend income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

	For the Three Months Ended September 30, 2014
	Compared to the Three Months Ended
	September 30, 2013
	Increase (Decrease) Due to
	Volume			Rate			Net
	(In thousands)
Interest-earning assets:
Loans	$	340		$	(25	)	$	315
Investment securities (1)	7			16			23
Short-term investments	1			(2		)	(1		)
Total interest-earning assets	348			(11		)	337
Interest-bearing liabilities:
Savings deposits	—			—			—
NOW accounts	(1		)	1			—
Money market accounts	1			24			25
Certificates of deposit	48			(6		)	42
Total interest-bearing deposits	48			19			67
FHLB advances	14			1			15
Total interest-bearing liabilities	62			20			82
Change in net interest income	$	286		$	(31	)	$	255

(1)Municipal securities income and net interest income are presented on a tax-equivalent basis using a tax rate of 34% resulting in an adjustment of $8,000 and $7,000 for the three months ended September 30, 2014 and 2013, respectively.

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Comparison of Operating Results for the Nine Months Ended September 30, 2014 and 2013

General. Net income increased $512,000, or 97.2%, to $1.0 million for the nine months ended September 30, 2014, compared to net income of $527,000 for the nine months ended September 30, 2013. The increase was primarily due to an increase in net interest and dividend income and a decrease in the provision for loan losses, partially offset by a decrease in mortgage banking income and an increase in non-interest expenses.

Interest and Dividend Income. Interest and dividend income increased $1.4 million, or 20.0%, to $8.3 million for the nine months ended September 30, 2014, due to increases in interest income on loans and interest income on investment securities. Interest income on loans increased $1.2 million, or 18.3%, to $7.9 million for the nine months ended September 30, 2014, due to a $37.8 million, or 19.7%, increase in the average balance of loans, partially offset by a five basis point decrease in yield to 4.59% for the nine months ended September 30, 2014 from 4.64% for the nine months ended September 30, 2013.

Interest and dividend income on investment securities increased $172,000, or 65.4%, to $435,000 for the nine months ended September 30, 2014 from $263,000 for the nine months ended September 30, 2013, due to a $6.0 million, or 35.0% increase in the average balance of investment securities for the nine months ended September 30, 2014 and by a 52 basis point increase in yield to 2.63% for the nine months ended September 30, 2014 from 2.11% for the nine months ended September 30, 2013. The increase in investment securities was in residential mortgage-backed securities and state and municipal obligations.

Interest Expense. Interest expense increased $208,000, or 24.0%, to $1.1 million for the nine months ended September 30, 2014 from $866,000 for the nine months ended September 30, 2013. Interest expense on deposits increased $198,000, or 47.3%, to $617,000 for the nine months ended September 30, 2014 from $419,000 for the nine months ended September 30, 2013, due to an increase in the average balance of interest-bearing deposits of $25.9 million, or 20.2%, to $154.6 million for the nine months ended September 30, 2014 from $128.6 million for the nine months ended September 30, 2013 and by an increase in the average rate we paid on interest-bearing deposits to 0.53% for the nine months ended September 30, 2014 compared to 0.43% for the nine months ended September 30, 2013. The increase in the average balance of interest-bearing deposits is due primarily to an increase in certificate of deposit accounts obtained through a listing service. The average balance of these deposits for the nine months ended September 30, 2014 totaled $28.2 million and the associated interest expense totaled $212,000.  The average balance of these deposits for the nine months ended September 30, 2013 totaled $2.0 million and the associated interest expense totaled $11,000.

Interest expense on FHLB advances increased $10,000, or 2.2%, to $457,000 for the nine months ended September 30, 2014 from $447,000 for the nine months ended September 30, 2013. The increase was primarily due to an increase in the average balance of FHLB advances, which increased $16.2 million, or 42.4%, to $54.5 million for the nine months ended September 30, 2014 from $38.3 million for the nine months ended September 30, 2013, partially offset by a 44 basis point decrease in the average rate we paid on FHLB advances to 1.12% for the nine months ended September 30, 2014 compared to 1.56% for the nine months ended September 30, 2013.  The increase in average balances was due primarily to short-term advances, whose average balances increased $12.8 million, or 71.1%, to $30.8 million for the nine months ended September 30, 2014 from $18.0 million for the same period in 2013.

Net Interest and Dividend Income. Net interest and dividend income increased $1.2 million, or 19.5%, to $7.3 million for the nine months ended September 30, 2014 compared to $6.1 million for the nine months ended September 30, 2013. The increase in net interest income was primarily the result of a $2.7 million, or 6.1%, increase in net average interest-earning assets to $47.4 million for the nine months ended September 30, 2014, from $44.7 million for the same period in 2013, partially offset by a five basis point decrease in net interest margin to 3.79% for the nine months ended September 30, 2014 compared to the same period in 2013. Our net interest margin may compress in the future due to competitive pricing in our market area.

Provision for Loan Losses. We establish provisions for loan losses, which are charged to operations, at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. In evaluating the level of the allowance for loan losses quarterly, management analyzes several qualitative loan portfolio risk factors including but not limited to, charge-off history over a relevant period, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. After an evaluation of these factors, we recorded a $1,000 provision for loan losses for the nine months ended September 30, 2014 compared to $407,000 for the nine months ended September 30, 2013. We recorded $264,000 in loan charge-offs and $3,000 in loan recoveries during the nine months ended September 30, 2014. The allowance for loan losses was $2.1 million, or 0.92% of total loans and 207.58% of non-performing loans at September 30, 2014, compared to an allowance for loan losses of $2.4 million, or 1.06% of total loans and 600.50% of non-performing loans at December 31, 2013. For additional information please refer to Note 6 (Loans and Servicing).

Non-interest Income. Non-interest income decreased $532,000, or 40.7%, to $775,000 for the nine months ended September 30, 2014 from $1.3 million for the nine months ended September 30, 2013, primarily due to a decrease in mortgage banking income. Mortgage banking income decreased $517,000 or 74.3%, to $179,000 for the nine months ended September 30, 2014 from $696,000 for the nine months ended September 30, 2013. Loan sale volume decreased $16.8 million, or 52.1%, to $15.5 million for the nine months ended September 30, 2014 from $32.3 million for the nine months ended September 30, 2013.  The percentage gain on the loans sold decreased 93 basis points to 1.52% for the

33

nine months ended September 30, 2014 from 2.45% for the same period in 2013.  The loan sale volume was negatively affected by a decline in loan refinancing volume.  As a result of a FNMA industry wide audit program, we were required to repurchase four loans previously sold to FNMA during 2013. The reduction in income associated with the repurchases was $34,000 during the nine months ended September 30, 2014.  As the audit process continues we may be subject to additional repurchases in the future. Other non-interest income included $77,000 of fees associated with commercial lines of credit facilities for the nine months ended September 30, 2014 compared to $78,000 for the nine months ended September 30, 2013.

Non-interest Expense. Non-interest expense increased $228,000, or 3.7%, to $6.4 million for the nine months ended September 30, 2014 compared to the same period in 2013. Occupancy and equipment expense increased $67,000, or 10.1% primarily due to depreciation expense associated with a new commercial loan software system. Data processing expenses decreased $13,000 or 2.8% due to the reduction of one-time implementation fees incurred during the nine months ended September 30, 2014 compared to the same period in 2013. Professional fees increased $74,000, or 23.1% primarily due to the implementation of a sub-servicing function for residential loans.

Income Tax Expense. The income before income taxes of $1.7 million resulted in income tax expense of $618,000 for the nine months ended September 30, 2014, compared to income before income taxes of $826,000 resulting in an income tax expense of $299,000 for the nine months ended September 30, 2013. The effective income tax rate was 37.3% for the nine months ended September 30, 2014 compared to 36.2% for the nine months ended September 30, 2013. The increase in the effective tax rate for the nine months ended September 30, 2014 was primarily due to the relationship of non-taxable income to pre-tax income being lower compared to the nine months ended September 30, 2013.

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Average Balance Sheet. The following table sets forth certain information regarding the Company’s average balance sheet for the periods indicated, including the average yields on its interest-earning assets and the average costs of its interest-bearing liabilities. Average yields are calculated by dividing the interest and dividend income produced by the average balance of interest-earning assets. Average costs are calculated by dividing the interest expense produced by the average balance of interest-bearing liabilities. The average balances for the period are derived from average balances that are calculated daily. The average yields and costs include fees that are considered adjustments to such average yields and costs.

	Nine Months Ended September 30,
	2014							2013
	Average							Average
	Outstanding					Yield/		Outstanding					Yield/
	Balance		Interest (1)			Rate (1)		Balance		Interest (1)			Rate (1)
	(Dollars in thousands)
Interest-earning assets:
Loans (2)	$	229,827	$	7,908		4.59	%	$	191,979	$	6,685		4.64	%
Investment securities (1)	23,246		458			2.63	%	17,213		272			2.11	%
Short-term investments	3,375		3			0.12	%	2,345		5			0.28	%
Total interest-earning assets	256,448		8,369			4.35	%	211,537		6,962			4.39	%
Non-interest-earning assets	9,213		—					8,878		—
Total assets	$	265,661	8,369					$	220,415	6,962
Interest-bearing liabilities:
Savings deposits	$	14,110	2			0.02	%	$	12,441	2			0.02	%
NOW accounts	29,863		41			0.18	%	28,469		35			0.16	%
Money market accounts	46,112		63			0.18	%	45,556		21			0.06	%
Certificates of deposit	64,473		511			1.06	%	42,152		361			1.14	%
Total interest-bearing deposits	154,558		617			0.53	%	128,618		419			0.43	%
FHLB advances	54,478		457			1.12	%	38,252		447			1.56	%
Total interest-bearing liabilities	209,036		1,074			0.69	%	166,870		866			0.69	%
Non-interest-bearing liabilities:
Demand deposits	24,551							20,713
Other non-interest-bearing liabilities	3,053							2,823
Total liabilities	236,640							190,406
Stockholders’ equity	29,021							30,009
Total liabilities and stockholders’ equity	$	265,661						$	220,415
Net interest-earning assets (4)	$	47,412						$	44,667
Fully tax-equivalent net interest income			7,295							6,096
Less: tax-equivalent adjustments			(23		)					(9		)
Net interest income			$	7,272						$	6,087
Net interest rate spread (1)(3)						3.66	%						3.70	%
Net interest margin (1)(5)						3.79	%						3.84	%
Average of interest-earning assets to interest-bearing liabilities						122.68	%						126.77	%

(1)Interest and yield on investment securities, interest rate spread and net interest margin, are presented on a tax-equivalent basis. Tax-equivalent adjustments are deducted from tax-equivalent net interest income to agree to amounts reported in the consolidated statements of income.  For the nine months ended September 30, 2014 and 2013 the yield on investment securities before tax-equivalent adjustments was 2.50% and 2.04%, respectively, and the yield on total interest-earning assets was 4.34% and 4.38%, respectively. Net interest rate spread before tax-equivalent adjustments for the nine months ended September 30, 2014 and 2013 was 3.65% and 3.69%, respectively, while net interest margin before tax-equivalent adjustments was 3.78% and 3.84%, respectively.

(2)Includes loans held for sale.

(3)Net interest rate spread represents the difference between the tax-equivalent yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(5)Net interest margin represents net interest income (tax-equivalent basis) divided by average total interest-earning assets.

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Rate/Volume Analysis. The following table presents the effects of changing rates and volumes on our net interest and dividend income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

	For the Nine Months Ended September 30, 2014
	Compared to the Nine Months Ended
	September 30, 2013
	Increase (Decrease) Due to
	Volume		Rate			Net
	(In thousands)
Interest-earning assets:
Loans	$	1,318	$	(95	)	$	1,223
Investment securities (1)	96		90			186
Short-term investments	2		(4		)	(2		)
Total interest-earning assets	1,416		(9		)	1,407
Interest-bearing liabilities:
Savings deposits	—		—			—
NOW accounts	2		4			6
Money market accounts	—		42			42
Certificates of deposit	191		(41		)	150
Total interest-bearing deposits	193		5			198
FHLB advances	190		(180		)	10
Total interest-bearing liabilities	383		(175		)	208
Change in net interest income	$	1,033	$	166		$	1,199

(1) Municipal securities income and net interest income are presented on a tax-equivalent basis using a tax rate of 34% resulting in an adjustment of $23,000 and $9,000 for the nine months ended September 30, 2014 and 2013, respectively.

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Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of residential loans and investment securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term securities. The excess cash and cash equivalent balances are expected to be used to fund increases in loans and securities.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2014, cash and cash equivalents totaled $6.7 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $19.9 million at September 30, 2014. Our policies also allow for access to the wholesale funds market for up to 50.0% of total assets, or $134.9 million. At September 30, 2014, we had $52.9 million in FHLB advances outstanding, $27.1 million in certificates of deposit obtained through a listing service and $1.2 million in brokered certificates of deposit, allowing the Company access to an additional $53.7 million in wholesale funds based on policy guidelines.

At September 30, 2014 we had $7.1 million in loan commitments outstanding. In addition to commitments to originate loans, we had $38.0 million in unadvanced funds to borrowers. Related to our secondary market activities, we had $1.7 million of forward loan sale commitments at September 30, 2014. These forward loan sale commitments were used to offset the interest rate risk associated with mortgage loans, which have had their interest rate locked by our customers.

Certificates of deposit due within one year of September 30, 2014 totaled $22.2 million, or 12.1% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit or other wholesale funding options. Depending on market conditions, we may be required to pay higher rates on such deposits or other advances than we currently pay on the certificates of deposit due on or before September 30, 2015. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

We have no material commitments or demands that are likely to affect our liquidity other than set forth below. In the event loan demand were to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we would access our borrowing capacity with the FHLB and other wholesale market sources.

Our primary investing activities are the origination and purchase of loans and the purchase of securities. During the nine months ended September 30, 2014, we originated $55.0 million in loans and purchased $2.6 million in securities.

Financing activities consist primarily of activity in deposit accounts, FHLB advances and the sale of residential mortgages. We experienced a net increase in total deposits of $7.2 million for the nine months ended September 30, 2014. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. FHLB advances reflected a net decrease of $2.1 million during the nine months ended September 30, 2014. FHLB advances have primarily been used to fund loan demand and deposit outflows. We sold $15.5 million in conforming residential mortgage loans for the nine months ended September 30, 2014.

Capital Management. The Bank is subject to various regulatory capital requirements 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, 2014, the Bank exceeded all of its regulatory capital requirements and is considered “well capitalized” under regulatory guidelines.

In July 2013, the Office of the Comptroller of the Currency and the other federal bank regulatory agencies issued a final rule that will revise their leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum Tier 1 capital to risk-based assets requirement (from 4% to 6% of risk-weighted assets) and assigns a higher risk weight (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements.

The final rule becomes effective for the Bank on January 1, 2015. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective. The final rule also

37

implements consolidated capital requirements for savings and loan holding companies, such as the Company, effective January 1, 2015. Management is evaluating what impact, if any, these new rules will have on the operation of the Bank and/or the Company.

Off-Balance Sheet Arrangements.For the nine months ended September 30, 2014, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

Item 4.Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure (i) that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (ii)  that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Neither the Company nor the Bank is engaged in pending legal proceedings material to the Company’s consolidated financial condition or results of operations.

Item 1A. Risk Factors

Other than as set forth in prior filings with the Securities and Exchange Commission or this Quarterly Report on Form 10-Q, there have been no material changes to the Risk Factors set forth in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on March 28, 2014.

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

a) Not applicable

b) Not applicable

c) The following table presents a summary of the Company’s share repurchases during the quarter ended September 30, 2014.

				Total Number of Shares	Maximum Number of
				Purchased as Part of	Shares That May Yet be
	Total Number of	Average Price Paid		Publicly Announced	Purchased Under the
Period	Shares Purchased	Per Share		Program (1)	Program (1)
July 1 through July 31, 2014	0	$	0.00	0	32,973
August 1 through August 31, 2014	0	$	0.00	0	32,973
September 1 through September 30, 2014	0	$	0.00	0	32,973

(1) On July 23, 2013 the Company announced that its Board of Directors had authorized a second stock repurchase program pursuant to which the Company intends to purchase up to approximately 5.0% of its then issued and outstanding shares, or up to 93,765 shares. The repurchase program has no expiration date.

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

Not applicable

38

Item 5.Other Information

a)  Not applicable

b) There were no material changes to the procedures by which security holders may recommend nominees to the Company’s board of directors during the period covered by this Form 10-Q.

Item 6.Exhibits

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

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

32Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

101The following financial statements from Georgetown Bancorp Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 12, 2014, formatted in XBRL: (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.

101.INS	Interactive datafile	XBRL Instance Document
101.SCH	Interactive datafile	XBRL Taxonomy Extension Schema Document
101.CAL	Interactive datafile	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Interactive datafile	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Interactive datafile	XBRL Taxonomy Extension Label Linkbase
101.PRE	Interactive datafile	XBRL Taxonomy Extension Presentation Linkbase Document

39

SIGNATURES

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

	GEORGETOWN BANCORP, INC.
	(Registrant)
Date: November 12, 2014	/s/ Robert E. Balletto
	Robert E. Balletto
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: November 12, 2014	/s/ Joseph W. Kennedy
	Joseph W. Kennedy
	Senior Vice President, Chief Financial Officer and Treasurer
	(Principal Accounting and Financial Officer)

40

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert E. Balletto, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Georgetown Bancorp, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: November 12, 2014	/s/ Robert E. Balletto
	Robert E. Balletto
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Joseph W. Kennedy, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Georgetown Bancorp, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: November 12, 2014	/s/ Joseph W. Kennedy
	Joseph W. Kennedy
	Senior Vice President, Chief Financial Officer and Treasurer
	(Principal Accounting and Financial Officer)

EX-32

Exhibit 32

Certification pursuant to

18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Robert E. Balletto, President and Chief Executive Officer and Joseph W. Kennedy, Senior Vice President and Chief Financial Officer of Georgetown Bancorp, Inc. (the “Company”) each certify in their capacity as officers of the Company that they have reviewed the quarterly report of the Company on Form 10-Q for the quarter ended September 30, 2014 and that to the best of their knowledge:

1.the report fully complies with the requirements of Sections 13(a) of the Securities Exchange Act of 1934; and

2.the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2014	/s/ Robert E. Balletto
	Robert E. Balletto
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: November 12, 2014	/s/ Joseph W. Kennedy
	Joseph W. Kennedy
	Senior Vice President, Chief Financial Officer and Treasurer
	(Principal Accounting and Financial Officer)

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002.

A signed original of this written statement required by Section 906 has been provided to Georgetown Bancorp, Inc. and will be retained by Georgetown Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Equity Incentive Plan (Details 2) (2009 Equity Plan, USD $)	9 Months Ended
	Sep. 30, 2014
Options Outstanding
Number Outstanding at the end of the period (in shares)	62,594
Weighted-Average Remaining Contractual Life	7 years 8 months 26 days
Weighted Average Exercise Price (in dollars per share)	$ 12.16
Options Exercisable
Number Exercisable at the end of the period (in shares)	24,613
Weighted Average Exercise Price (in dollars per share)	$ 10.13
Weighted Average Exercise Price - $9.33
Options Outstanding
Number Outstanding at the end of the period (in shares)	9,612
Weighted-Average Remaining Contractual Life	5 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 9.33
Options Exercisable
Number Exercisable at the end of the period (in shares)	8,459
Weighted Average Exercise Price (in dollars per share)	$ 9.33
Weighted Average Exercise Price - $9.55
Options Outstanding
Number Outstanding at the end of the period (in shares)	10,551
Weighted-Average Remaining Contractual Life	6 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 9.55
Options Exercisable
Number Exercisable at the end of the period (in shares)	8,030
Weighted Average Exercise Price (in dollars per share)	$ 9.55
Weighted Average Exercise Price - $9.58
Options Outstanding
Number Outstanding at the end of the period (in shares)	9,196
Weighted-Average Remaining Contractual Life	7 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 9.58
Options Exercisable
Number Exercisable at the end of the period (in shares)	4,513
Weighted Average Exercise Price (in dollars per share)	$ 9.58
Weighted Average Exercise Price $14.00
Options Outstanding
Number Outstanding at the end of the period (in shares)	15,550
Weighted-Average Remaining Contractual Life	8 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 14.00
Options Exercisable
Number Exercisable at the end of the period (in shares)	3,611
Weighted Average Exercise Price (in dollars per share)	$ 14.00
Weighted Average Exercise Price $14.98
Options Outstanding
Number Outstanding at the end of the period (in shares)	17,685
Weighted-Average Remaining Contractual Life	9 years 4 months 24 days
Weighted Average Exercise Price (in dollars per share)	$ 14.98

XML

Loans and Servicing (Details 7) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Loans serviced for others
Unpaid principal balances of mortgage loans serviced for others not included in the accompanying consolidated balance sheets	$ 113,800,000		$ 117,700,000
Moving average term of U.S. Treasury rate used to estimate the discount rate in order to determine the fair value of servicing rights (in years)	10 years
Percentage added to the moving average 10-year U.S. Treasury rate to estimate the discount rate used to determine the fair value of servicing rights	5.00%
Mortgage servicing rights capitalized and amortized
Balance at beginning of period	1,084,000	910,000
Additions	62,000	440,000
Amortization	(266,000)	(254,000)
Balance at end of period	880,000	1,096,000
Valuation allowances:
Balance at beginning of period	26,000	20,000
Additions		58,000
Recoveries	(24,000)	(15,000)
Balance at end of period	2,000	63,000
Mortgage servicing assets, net	878,000	1,033,000
Fair value of mortgage servicing assets	$ 1,364,000	$ 1,286,000	$ 1,400,000

XML

Securities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Securities available for sale
Amortized Cost	$ 19,940		$ 19,940		$ 18,886
Gross Unrealized Gains	178		178		71
Gross Unrealized Losses	(184)		(184)		(676)
Fair Value	19,934		19,934		18,281
Securities held to maturity
Fair Value	950		950
Available for sale securities sold	0	0	0	0
State and municipal
Securities available for sale
Amortized Cost	2,469		2,469		2,505
Gross Unrealized Gains	54		54		4
Gross Unrealized Losses	(15)		(15)		(115)
Fair Value	2,508		2,508		2,394
Residential mortgage-backed securities
Securities available for sale
Amortized Cost	17,471		17,471		16,381
Gross Unrealized Gains	124		124		67
Gross Unrealized Losses	(169)		(169)		(561)
Fair Value	17,426		17,426		15,887
Securities held to maturity
Amortized Cost	869		869		1,050
Gross Unrealized Gains	81		81		86
Fair Value	$ 950		$ 950		$ 1,136

XML

Fair Value Measurements (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Financial assets:
Securities available for sale	$ 19,934	$ 18,281
Securities held to maturity	950
Financial liabilities:
Short-term FHLB advances	28,750	32,825
Mortgagor's escrow accounts	1,345	1,230
Level 1
Financial assets:
Cash and cash equivalents	6,650	6,295
FHLB stock	2,907	2,907
Loans held for sale	919	1,019
Accrued interest receivable	720	729
Financial liabilities:
Short-term FHLB advances	28,750	32,825
Mortgagor's escrow accounts	1,345	1,230
Accrued interest payable	51	45
Level 2
Financial assets:
Securities available for sale	19,934	18,281
Securities held to maturity	950	1,136
Capitalized mortgage servicing rights	1,364	1,361
Financial liabilities:
Deposits	183,640	176,405
Long-term FHLB advances	24,358	22,405
Level 3
Financial assets:
Loans, net	228,169	223,659
Total
Financial assets:
Cash and cash equivalents	6,650	6,295
Securities available for sale	19,934	18,281
Securities held to maturity	950	1,136
FHLB stock	2,907	2,907
Loans held for sale	919	1,019
Loans, net	228,169	223,659
Accrued interest receivable	720	729
Capitalized mortgage servicing rights	1,364	1,361
Financial liabilities:
Deposits	183,640	176,405
Short-term FHLB advances	28,750	32,825
Long-term FHLB advances	24,358	22,405
Mortgagor's escrow accounts	1,345	1,230
Accrued interest payable	51	45
Carrying Amount
Financial assets:
Cash and cash equivalents	6,650	6,295
Securities available for sale	19,934	18,281
Securities held to maturity	869	1,050
FHLB stock	2,907	2,907
Loans held for sale	911	1,001
Loans, net	229,126	223,912
Accrued interest receivable	720	729
Capitalized mortgage servicing rights	878	1,058
Financial liabilities:
Deposits	183,165	175,961
Short-term FHLB advances	28,750	32,825
Long-term FHLB advances	24,100	22,100
Mortgagor's escrow accounts	1,345	1,230
Accrued interest payable	$ 51	$ 45

XML

Basis of Presentation

9 Months Ended

Sep. 30, 2014

Basis of Presentation

Basis of Presentation

(1)           Basis of Presentation

The accompanying unaudited financial statements of Georgetown Bancorp, Inc., a Maryland corporation, (the “Company”) were prepared in accordance with the instructions for Form 10-Q and with Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the three- and nine-month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for future periods, including the entire fiscal year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the December 31, 2013 Consolidated Financial Statements presented in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on March 28, 2014. The consolidated financial statements include the accounts of Georgetown Bank (the “Bank”) and its wholly owned subsidiary, Georgetown Securities Corporation, which engages in the buying, selling and holding of securities. All significant inter-company balances and transactions have been eliminated in consolidation. These consolidated financial statements consider events that occurred through the date the consolidated financial statements were issued.

XML

Loans and Servicing (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Past-due and non-accrual loans
Loans delinquent for: 30 - 59 Days	$ 340	$ 16
Loans delinquent for: 60 - 89 Days	315	512
Loans delinquent for: 90 days or more	717	399
Total Past Due	1,372	927
Total Current	229,442	224,941
Total Loans	230,814	225,868
Non-accrual Loans	1,029	399
Residential loans:
Past-due and non-accrual loans
Total Loans	104,676	107,849
One- to four- family, residential loans
Past-due and non-accrual loans
Loans delinquent for: 60 - 89 Days	312	245
Loans delinquent for: 90 days or more	641
Total Past Due	953	245
Total Current	87,839	92,205
Total Loans	88,792	92,450
Non-accrual Loans	953
Home equity loans and lines of credit
Past-due and non-accrual loans
Loans delinquent for: 30 - 59 Days	31	15
Loans delinquent for: 90 days or more	74	399
Total Past Due	105	414
Total Current	15,779	14,985
Total Loans	15,884	15,399
Non-accrual Loans	74	399
Commercial loans:
Past-due and non-accrual loans
Total Loans	97,096	96,504
One-to-four family investment property
Past-due and non-accrual loans
Total Current	9,438	11,089
Total Loans	9,438	11,089
Multi-family real estate
Past-due and non-accrual loans
Total Current	14,894	14,462
Total Loans	14,894	14,462
Commercial real estate
Past-due and non-accrual loans
Loans delinquent for: 30 - 59 Days	297
Loans delinquent for: 60 - 89 Days		267
Total Past Due	297	267
Total Current	54,698	54,005
Total Loans	54,995	54,272
Commercial business
Past-due and non-accrual loans
Total Current	17,769	16,681
Total Loans	17,769	16,681
Construction loans:
Past-due and non-accrual loans
Total Loans	28,695	21,107
One-to-four family, construction loans
Past-due and non-accrual loans
Total Current	14,392	9,848
Total Loans	14,392	9,848
Multi-family
Past-due and non-accrual loans
Total Current	10,015	7,304
Total Loans	10,015	7,304
Non-residential
Past-due and non-accrual loans
Total Current	4,288	3,955
Total Loans	4,288	3,955
Consumer
Past-due and non-accrual loans
Loans delinquent for: 30 - 59 Days	12	1
Loans delinquent for: 60 - 89 Days	3
Loans delinquent for: 90 days or more	2
Total Past Due	17	1
Total Current	330	407
Total Loans	347	408
Non-accrual Loans	$ 2

XML

Loans and Servicing (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Allowance for loan losses
Beginning Balance			$ 2,396	$ 1,780
Charge-offs			(264)	(137)
Recoveries			3	46
Provision (benefit)	1	244	1	407
Ending Balance	2,136	2,096	2,136	2,096
Individually evaluated for impairment	7		7		333
Collectively evaluated for impairment	2,129		2,129		2,063
Loans
Individually evaluated for impairment	642		642		3,155
Collectively evaluated for impairment	230,172		230,172		222,713
Total Loans	230,814		230,814		225,868
Residential loans:
Loans
Total Loans	104,676		104,676		107,849
One- to four- family, residential loans
Allowance for loan losses
Beginning Balance			284	378
Charge-offs				(130)
Recoveries				43
Provision (benefit)			3	(4)
Ending Balance	287	287	287	287
Individually evaluated for impairment	7		7		7
Collectively evaluated for impairment	280		280		277
Loans
Individually evaluated for impairment	317		317		321
Collectively evaluated for impairment	88,475		88,475		92,129
Total Loans	88,792		88,792		92,450
Home equity loans and lines of credit
Allowance for loan losses
Beginning Balance			274	254
Charge-offs			(14)
Recoveries			1
Provision (benefit)			(21)	(18)
Ending Balance	240	236	240	236
Individually evaluated for impairment					49
Collectively evaluated for impairment	240		240		225
Loans
Individually evaluated for impairment	28		28		428
Collectively evaluated for impairment	15,856		15,856		14,971
Total Loans	15,884		15,884		15,399
Commercial loans:
Loans
Total Loans	97,096		97,096		96,504
One-to-four family investment property
Allowance for loan losses
Beginning Balance			61	62
Provision (benefit)			(9)	10
Ending Balance	52	72	52	72
Collectively evaluated for impairment	52		52		61
Loans
Collectively evaluated for impairment	9,438		9,438		11,089
Total Loans	9,438		9,438		11,089
Multi-family real estate
Allowance for loan losses
Beginning Balance			108	40
Provision (benefit)			4	3
Ending Balance	112	43	112	43
Collectively evaluated for impairment	112		112		108
Loans
Collectively evaluated for impairment	14,894		14,894		14,462
Total Loans	14,894		14,894		14,462
Commercial real estate
Allowance for loan losses
Beginning Balance			1,056	668
Charge-offs			(248)
Provision (benefit)			26	216
Ending Balance	834	884	834	884
Individually evaluated for impairment					277
Collectively evaluated for impairment	834		834		779
Loans
Individually evaluated for impairment	297		297		2,406
Collectively evaluated for impairment	54,698		54,698		51,866
Total Loans	54,995		54,995		54,272
Commercial business
Allowance for loan losses
Beginning Balance			291	159
Provision (benefit)			19	49
Ending Balance	310	208	310	208
Collectively evaluated for impairment	310		310		291
Loans
Collectively evaluated for impairment	17,769		17,769		16,681
Total Loans	17,769		17,769		16,681
Construction loans:
Loans
Total Loans	28,695		28,695		21,107
One-to-four family, construction loans
Allowance for loan losses
Beginning Balance			133	149
Provision (benefit)			(5)	38
Ending Balance	128	187	128	187
Collectively evaluated for impairment	128		128		133
Loans
Collectively evaluated for impairment	14,392		14,392		9,848
Total Loans	14,392		14,392		9,848
Multi-family
Allowance for loan losses
Beginning Balance			66	34
Provision (benefit)			24	30
Ending Balance	90	64	90	64
Collectively evaluated for impairment	90		90		66
Loans
Collectively evaluated for impairment	10,015		10,015		7,304
Total Loans	10,015		10,015		7,304
Non-residential
Allowance for loan losses
Beginning Balance			63	25
Provision (benefit)			5	78
Ending Balance	68	103	68	103
Collectively evaluated for impairment	68		68		63
Loans
Collectively evaluated for impairment	4,288		4,288		3,955
Total Loans	4,288		4,288		3,955
Consumer
Allowance for loan losses
Beginning Balance			15	11
Charge-offs			(2)	(7)
Recoveries			2	3
Provision (benefit)			(11)	5
Ending Balance	4	12	4	12
Collectively evaluated for impairment	4		4		15
Loans
Collectively evaluated for impairment	347		347		408
Total Loans	347		347		408
Unallocated
Allowance for loan losses
Beginning Balance			45
Provision (benefit)			(34)
Ending Balance	11		11
Collectively evaluated for impairment	$ 11		$ 11		$ 45

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Loans and Servicing (Details 4) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Recorded Investment
Impaired loans without a valuation allowance	$ 325	$ 330
Impaired loans with a valuation allowance	317	2,825
Unpaid Principal Balance
Impaired loans without a valuation allowance	325	330
Impaired loans with a valuation allowance	317	2,928
Related Allowance
Impaired loans with a valuation allowance	7	333
Average Recorded Investment
Impaired loans without a valuation allowance	328	335
Impaired loans with a valuation allowance	1,033	2,861
Interest Income Recognized
Impaired loans without a valuation allowance	13	19
Impaired loans with a valuation allowance	20	119
One- to four- family, residential loans
Recorded Investment
Impaired loans with a valuation allowance	317	321
Unpaid Principal Balance
Impaired loans with a valuation allowance	317	321
Related Allowance
Impaired loans with a valuation allowance	7	7
Average Recorded Investment
Impaired loans with a valuation allowance	319	379
Interest Income Recognized
Impaired loans with a valuation allowance	12	13
Home equity loans and lines of credit
Recorded Investment
Impaired loans without a valuation allowance	28	29
Impaired loans with a valuation allowance		399
Unpaid Principal Balance
Impaired loans without a valuation allowance	28	29
Impaired loans with a valuation allowance		399
Related Allowance
Impaired loans with a valuation allowance		49
Average Recorded Investment
Impaired loans without a valuation allowance	29	31
Impaired loans with a valuation allowance	159	377
Interest Income Recognized
Impaired loans without a valuation allowance		1
Impaired loans with a valuation allowance		2
Commercial real estate
Recorded Investment
Impaired loans without a valuation allowance	297	301
Impaired loans with a valuation allowance		2,105
Unpaid Principal Balance
Impaired loans without a valuation allowance	297	301
Impaired loans with a valuation allowance		2,208
Related Allowance
Impaired loans with a valuation allowance		277
Average Recorded Investment
Impaired loans without a valuation allowance	299	304
Impaired loans with a valuation allowance	555	2,105
Interest Income Recognized
Impaired loans without a valuation allowance	13	18
Impaired loans with a valuation allowance	$ 8	$ 104

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Loans and Servicing (Details 5) (USD $)	9 Months Ended	12 Months Ended	9 Months Ended
	Sep. 30, 2014 item	Dec. 31, 2013 item	Sep. 30, 2014 One- to four- family, residential loans item	Sep. 30, 2013 One- to four- family, residential loans item
Loans modified and classified as troubled debt restructures
Number of loan modifications that resulted in the classification of TDR			0	1
Additional fund advanced to the borrower	$ 32,000
Number of TDRs in default of their modified terms	0	0

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net income	$ 1,039	$ 527
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	1	407
Amortization of securities, net	95	87
Net change in deferred loan fees and costs	(8)	76
Depreciation and amortization expense	247	210
Decrease (increase) in accrued interest receivable	9	(65)
Income from bank-owned life insurance	(75)	(75)
Stock-based compensation expense	208	204
Gain on sales of loans	(139)	(353)
Loans originated for sale	(14,399)	(30,706)
Proceeds from sales of loans, net of repurchases	14,628	32,653
Gain on sale of other real estate owned	(8)	(18)
Write down of other real estate owned		5
Net change in other assets and liabilities	560	(172)
Net cash provided by operating activities	2,158	2,780
Activity in securities available for sale:
Maturities, prepayments and calls	1,408	2,200
Purchases	(2,558)	(13,820)
Maturities, prepayments and calls of securities held to maturity	182	427
Redemption of Federal Home Loan Bank stock		212
Loan originations, net	(5,207)	(26,028)
Proceeds from sale of other real estate owned	8	440
Purchase of premises and equipment	(370)	(187)
Net cash used in investing activities	(6,537)	(36,756)
Cash flows from financing activities:
Net change in deposits	7,204	7,568
Net change in Federal Home Loan Bank advances with maturities of three months or less	(4,075)	34,575
Proceeds from Federal Home Loan Bank advances with maturities greater than three months	3,000	2,000
Repayments of Federal Home Loan Bank advances with maturities greater than three months	(1,000)	(7,500)
Net change in mortgagors' escrow accounts	115	214
Repurchase of common stock	(288)	(1,116)
Cash dividends paid on common stock	(228)	(230)
Exercise of stock options	6
Cash disposition of stock options		(17)
Net cash provided by financing activities	4,734	35,494
Net change in cash and cash equivalents	355	1,518
Cash and cash equivalents at beginning of period	6,295	6,789
Cash and cash equivalents at end of period	6,650	8,307
Supplementary information:
Interest paid on deposit accounts	614	418
Interest paid on advances	454	464
Income taxes paid	497	548
Loans transferred to other real estate owned		$ 244

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Loans and Servicing (Details 6) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014 grade	Dec. 31, 2013
Loans by risk rating
Total loans	$ 230,814	$ 225,868
Internal Loan Rating System
Number of grades in internal loan rating system	9
Not formally rated
Loans by risk rating
Total loans	103,677	107,537
Pass
Loans by risk rating
Total loans	125,791	115,239
Pass | Minimum of range
Internal Loan Rating System
Grade assigned in internal loan rating system	1
Pass | Maximum of range
Internal Loan Rating System
Grade assigned in internal loan rating system	5
Special mention
Internal Loan Rating System
Grade assigned in internal loan rating system	6
Substandard
Loans by risk rating
Total loans	1,346	3,092
Internal Loan Rating System
Grade assigned in internal loan rating system	7
Doubtful
Internal Loan Rating System
Grade assigned in internal loan rating system	8
Loss
Internal Loan Rating System
Grade assigned in internal loan rating system	9
Residential loans:
Loans by risk rating
Total loans	104,676	107,849
One- to four- family, residential loans
Loans by risk rating
Total loans	88,792	92,450
One- to four- family, residential loans | Not formally rated
Loans by risk rating
Total loans	87,522	92,129
One- to four- family, residential loans | Substandard
Loans by risk rating
Total loans	1,270	321
Home equity loans and lines of credit
Loans by risk rating
Total loans	15,884	15,399
Home equity loans and lines of credit | Not formally rated
Loans by risk rating
Total loans	15,810	15,000
Home equity loans and lines of credit | Substandard
Loans by risk rating
Total loans	74	399
Commercial loans:
Loans by risk rating
Total loans	97,096	96,504
One-to four-family investment property
Loans by risk rating
Total loans	9,438	11,089
One-to four-family investment property | Pass
Loans by risk rating
Total loans	9,438	11,089
Multi-family real estate
Loans by risk rating
Total loans	14,894	14,462
Multi-family real estate | Pass
Loans by risk rating
Total loans	14,894	14,462
Commercial real estate
Loans by risk rating
Total loans	54,995	54,272
Commercial real estate | Pass
Loans by risk rating
Total loans	54,995	51,900
Commercial real estate | Substandard
Loans by risk rating
Total loans		2,372
Commercial business
Loans by risk rating
Total loans	17,769	16,681
Commercial business | Pass
Loans by risk rating
Total loans	17,769	16,681
Construction loans:
Loans by risk rating
Total loans	28,695	21,107
One-to four-family, construction loans
Loans by risk rating
Total loans	14,392	9,848
One-to four-family, construction loans | Pass
Loans by risk rating
Total loans	14,392	9,848
Multi-family
Loans by risk rating
Total loans	10,015	7,304
Multi-family | Pass
Loans by risk rating
Total loans	10,015	7,304
Non-residential
Loans by risk rating
Total loans	4,288	3,955
Non-residential | Pass
Loans by risk rating
Total loans	4,288	3,955
Consumer
Loans by risk rating
Total loans	347	408
Consumer | Not formally rated
Loans by risk rating
Total loans	345	408
Consumer | Substandard
Loans by risk rating
Total loans	$ 2

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Equity Incentive Plan (Details 3) (USD $)	9 Months Ended
	Sep. 30, 2014
Stock Options
Additional Disclosures
Unrecognized share-based compensation expense related to non-vested options (in dollars)	$ 161,000
Weighted average period for recognition of share-based compensation	3 years 3 months 12 days
Share-based compensation expense recognized (in dollars)	33,000
Tax benefit from recognized compensation expense (in dollars)	6,000
Non-vested Restricted Stock
Number of Shares
Outstanding at beginning of year (in shares)	35,751
Granted (in shares)	22,000
Vested (in shares)	(11,246)
Forfeited (in shares)	(8,105)
Outstanding at end of period (in shares)	38,400
Weighted Average Grant Date Value
Outstanding at beginning of year (in dollars per share)	$ 10.83
Granted (in dollars per share)	$ 14.98
Vested (in dollars per share)	$ 10.21
Forfeited (in dollars per share)	$ 13.27
Outstanding at end of period (in dollars per share)	$ 12.87
Additional Disclosures
Unrecognized share-based compensation expense related to non-vested restricted stock (in dollars)	416,000
Weighted average period for recognition of share-based compensation	3 years 3 months 18 days
Share-based compensation expense recognized (in dollars)	91,000
Tax benefit from recognized compensation expense (in dollars)	$ 36,000

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
ASSETS
Cash and due from banks	$ 1,821	$ 3,290
Short-term investments	4,829	3,005
Total cash and cash equivalents	6,650	6,295
Securities available for sale, at fair value	19,934	18,281
Securities held to maturity, at amortized cost	869	1,050
Federal Home Loan Bank stock, at cost	2,907	2,907
Loans held for sale	911	1,001
Loans, net of allowance for loan losses of $2,136,000 at September 30, 2014 and $2,396,000 at December 31, 2013	229,126	223,912
Premises and equipment, net	3,792	3,669
Accrued interest receivable	720	729
Bank-owned life insurance	2,973	2,898
Other assets	1,850	2,291
Total assets	269,732	263,033
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits	183,165	175,961
Short-term Federal Home Loan Bank advances	28,750	32,825
Long-term Federal Home Loan Bank advances	24,100	22,100
Mortgagors' escrow accounts	1,345	1,230
Accrued expenses and other liabilities	2,311	1,975
Total liabilities	239,671	234,091
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value per share: 50,000,000 shares authorized; none outstanding
Common stock, $0.01 par value per share: 100,000,000 shares authorized; 1,827,633 shares issued at September 30, 2014 and 1,831,518 shares issued at December 31, 2013	18	18
Additional paid-in capital	19,206	19,212
Retained earnings	12,199	11,388
Accumulated other comprehensive loss	(7)	(389)
Unearned compensation - ESOP (88,696 shares unallocated at September 30, 2014 and 94,126 shares unallocated at December 31, 2013)	(939)	(1,001)
Unearned compensation - Restricted stock (38,400 shares non-vested at September 30, 2014 and 35,751 shares non-vested at December 31, 2013)	(416)	(286)
Total stockholders' equity	30,061	28,942
Total liabilities and stockholders' equity	$ 269,732	$ 263,033

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Unearned Compensation-ESOP	Unearned Compensation-Restricted Stock
Balance at Dec. 31, 2012	$ 30,563	$ 19	$ 20,669	$ 10,958	$ 183	$ (1,084)	$ (182)
Increase (Decrease) in Stockholders' Equity
Net income	527			527
Other comprehensive (loss) income	(440)				(440)
Cash dividends paid ($0.125 and $0.12 per share for the period ended September 30, 2014 and September 30, 2013 respectively)	(230)			(230)
Repurchased stock related to buyback program (17,000 and 79,247 shares for the period ended September 30, 2014 and September 30, 2013 respectively)	(1,091)		(1,091)
Common stock held by ESOP allocated or committed to be allocated (5,430 and 5,429 shares for the period ended September 30, 2014 and September 30, 2013 respectively)	74		12			62
Restricted stock granted in connection with equity incentive plan (22,000 shares)			281				(281)
Purchased stock related to vested restricted stock (2,417 and 1,933 shares for the period ended September 30, 2014 and September 30, 2013 respectively)	(25)		(25)
Forfeiture of restricted stock (8,105 and 5,769 shares for the period ended September 30, 2014 and September 30, 2013 respectively)			(60)				60
Cash disposition of stock options	(17)		(17)
Share based compensation - options	40		40
Share based compensation - restricted stock	90						90
Balance at Sep. 30, 2013	29,491	19	19,809	11,255	(257)	(1,022)	(313)
Balance at Dec. 31, 2013	28,942	18	19,212	11,388	(389)	(1,001)	(286)
Increase (Decrease) in Stockholders' Equity
Net income	1,039			1,039
Other comprehensive (loss) income	382				382
Cash dividends paid ($0.125 and $0.12 per share for the period ended September 30, 2014 and September 30, 2013 respectively)	(228)			(228)
Repurchased stock related to buyback program (17,000 and 79,247 shares for the period ended September 30, 2014 and September 30, 2013 respectively)	(252)		(252)
Common stock held by ESOP allocated or committed to be allocated (5,430 and 5,429 shares for the period ended September 30, 2014 and September 30, 2013 respectively)	84		22			62
Restricted stock granted in connection with equity incentive plan (22,000 shares)			329				(329)
Purchased stock related to vested restricted stock (2,417 and 1,933 shares for the period ended September 30, 2014 and September 30, 2013 respectively)	(36)		(36)
Forfeiture of restricted stock (8,105 and 5,769 shares for the period ended September 30, 2014 and September 30, 2013 respectively)			(108)				108
Exercise of stock options (3,813 shares)	39		39
Purchased shares from cashless exercise of options (2,175 shares)	(33)		(33)
Share based compensation - options	33		33
Share based compensation - restricted stock	91						91
Balance at Sep. 30, 2014	$ 30,061	$ 18	$ 19,206	$ 12,199	$ (7)	$ (939)	$ (416)

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Assets measured at fair value on a recurring basis
Securities available for sale	$ 19,934	$ 18,281
State and municipal
Assets measured at fair value on a recurring basis
Securities available for sale	2,508	2,394
Residential mortgage-backed securities
Assets measured at fair value on a recurring basis
Securities available for sale	17,426	15,887
Level 2
Assets measured at fair value on a recurring basis
Securities available for sale	19,934	18,281
Assets at Fair Value
Assets measured at fair value on a recurring basis
Securities available for sale	19,934	18,281
Recurring basis | Level 1
Assets measured at fair value on a recurring basis
Assets measured at fair value	0
Liabilities measured at fair value	0
Recurring basis | Level 2
Assets measured at fair value on a recurring basis
Securities available for sale	19,934	18,281
Liabilities measured at fair value	0
Recurring basis | Level 2 | State and municipal
Assets measured at fair value on a recurring basis
Securities available for sale	2,508	2,394
Recurring basis | Level 2 | Residential mortgage-backed securities
Assets measured at fair value on a recurring basis
Securities available for sale	17,426	15,887
Recurring basis | Assets at Fair Value
Assets measured at fair value on a recurring basis
Securities available for sale	19,934	18,281
Recurring basis | Assets at Fair Value | State and municipal
Assets measured at fair value on a recurring basis
Securities available for sale	2,508	2,394
Recurring basis | Assets at Fair Value | Residential mortgage-backed securities
Assets measured at fair value on a recurring basis
Securities available for sale	$ 17,426	$ 15,887

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Equity Incentive Plan (Tables)

9 Months Ended

Sep. 30, 2014

Equity Incentive Plan

Schedule of activity for stock options

	Stock Options
	Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year	52,924		$	11.12
Granted	22,000		$	14.98
Exercised	(3,813	)	$	10.39
Forfeited	(8,517	)	$	13.79
Outstanding at end of period	62,594		$	12.16
Exercisable at end of period	24,613

Schedule of options outstanding and exercisable

Options Outstanding				Options Exercisable
Number	Weighted-Average	Weighted		Number	Weighted
Outstanding	Remaining	Average		Exercisable	Average
as of 09/30/2014	Contractual Life	Exercise Price		as of 09/30/2014	Exercise Price
9,612	5.40 Years	$	9.33	8,459	$	9.33
10,551	6.40 Years	$	9.55	8,030	$	9.55
9,196	7.40 Years	$	9.58	4,513	$	9.58
15,550	8.40 Years	$	14.00	3,611	$	14.00
17,685	9.40 Years	$	14.98	—	$	—
62,594	7.74 Years	$	12.16	24,613	$	10.13

Schedule of activity for non-vested restricted stock

	Non-vested
	Restricted Stock
	Number of Shares		Weighted Average Grant Date Value
Outstanding at beginning of year	35,751		$	10.83
Granted	22,000		$	14.98
Vested	(11,246	)	$	10.21
Forfeited	(8,105	)	$	13.27
Outstanding at end of period	38,400		$	12.87

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Fair Value Measurements (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Capitalized mortgage servicing rights
Moving average term of U.S. Treasury rate used to estimate the discount rate in order to determine the fair value of servicing rights	10 years
Percentage added to the moving average 10-year U.S. Treasury rate to estimate the discount rate used to determine the fair value of servicing rights	5.00%
Short-term FHLB advances
Maturity period of short-term FHLB advances	90 days
Non-recurring basis | Impaired Loans
Fair value measurements
Adjustments to Fair Value	$ (7)	$ (333)
Non-recurring basis | Level 3 | Impaired Loans
Fair value measurements
Assets at Fair Value	310	2,492
Non-recurring basis | Assets at Fair Value | Impaired Loans
Fair value measurements
Assets at Fair Value	$ 310	$ 2,492

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Earnings Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Common Share
Net income available to common stockholders (in dollars)	$ 390	$ 168	$ 1,039	$ 527
Basic common shares:
Weighted average shares outstanding	1,788,880	1,843,319	1,789,527	1,880,981
Less: Weighted average unallocated ESOP shares	(89,870)	(97,111)	(91,680)	(98,921)
Add: Weighted average unvested restricted shares with non-forfeitable dividend rights	38,501	35,751	41,103	35,980
Basic weighted average common shares outstanding	1,737,511	1,781,959	1,738,950	1,818,040
Dilutive potential common shares	4,580	2,533	5,054	4,976
Diluted weighted average common shares outstanding	1,742,091	1,784,492	1,744,004	1,823,016
Basic earnings per share (in dollars per share)	$ 0.22	$ 0.09	$ 0.60	$ 0.29
Diluted earnings per share (in dollars per share)	$ 0.22	$ 0.09	$ 0.60	$ 0.29
Options to purchase shares included in the computation of diluted earnings per share (in shares)	62,594	52,924	62,594	33,774
Options to purchase shares not included in the computation of diluted earnings per share (in shares)				19,150

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash dividend paid (in dollars per share)	$ 0.125	$ 0.12
Repurchased stock related to buyback program (in shares)	17,000	79,247
Common stock held by ESOP allocated or committed to be allocated (in shares)	5,430	5,429
Restricted stock granted in connection with equity incentive plan (in shares)	22,000	22,000
Purchased stock related to vested restricted stock (in shares)	2,417	1,933
Forfeiture of restricted stock (in shares)	8,105	5,769
Exercise of stock options (in shares)	3,813
Purchase shares from cashless exercise of options (in shares)	2,175

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Loans, allowance for loan losses (in dollars)	$ 2,136	$ 2,396
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	1,827,633	1,831,518
Unearned compensation - ESOP shares unallocated	88,696	94,126
Non-vested Restricted Stock
Unearned compensation - Restricted stock shares non-vested	38,400	35,751

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Equity Incentive Plan

9 Months Ended

Sep. 30, 2014

Equity Incentive Plan

Equity Incentive Plan

(9)          Equity Incentive Plan

At September 30, 2014, the Company had two equity incentive plans, the 2009 Equity Plan and the 2014 Equity Plan. The 2009 plan was described more fully in Note 12 of the consolidated financial statements and notes thereto for the year ended December 31, 2013. The 2014 Equity Plan was approved by stockholders at the annual meeting on May 20, 2014 and was more fully described in the proxy statement for the annual meeting. No shares have been issued from the 2014 Equity Plan.

The following table presents the activity for the 2009 Equity Plan for the nine months ended September 30, 2014.

	Stock Options
	Number of Shares		Weighted Average Exercise Price
Outstanding at beginning of year	52,924		$	11.12
Granted	22,000		$	14.98
Exercised	(3,813	)	$	10.39
Forfeited	(8,517	)	$	13.79
Outstanding at end of period	62,594		$	12.16
Exercisable at end of period	24,613

Options Outstanding				Options Exercisable
Number	Weighted-Average	Weighted		Number	Weighted
Outstanding	Remaining	Average		Exercisable	Average
as of 09/30/2014	Contractual Life	Exercise Price		as of 09/30/2014	Exercise Price
9,612	5.40 Years	$	9.33	8,459	$	9.33
10,551	6.40 Years	$	9.55	8,030	$	9.55
9,196	7.40 Years	$	9.58	4,513	$	9.58
15,550	8.40 Years	$	14.00	3,611	$	14.00
17,685	9.40 Years	$	14.98	—	$	—
62,594	7.74 Years	$	12.16	24,613	$	10.13

	Non-vested
	Restricted Stock
	Number of Shares		Weighted Average Grant Date Value
Outstanding at beginning of year	35,751		$	10.83
Granted	22,000		$	14.98
Vested	(11,246	)	$	10.21
Forfeited	(8,105	)	$	13.27
Outstanding at end of period	38,400		$	12.87

As of September 30, 2014, unrecognized share-based compensation expense related to non-vested options amounted to $161,000 and the unrecognized share-based compensation expense related to non-vested restricted stock amounted to $416,000. The unrecognized expense related to the non-vested options and non-vested restricted stock will be recognized over a weighted average period of 3.2 and 3.3 years, respectively.

For the nine months ended September 30, 2014, the Company recognized compensation expense for stock options of $33,000 with a related tax benefit of $6,000. The related tax benefit applies only to non-qualified stock options. For the nine months ended September 30, 2014, the Company recognized compensation expense for restricted stock awards of $91,000 with a related tax benefit of $36,000.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 07, 2014
Document and Entity Information
Entity Registrant Name	Georgetown Bancorp, Inc.
Entity Central Index Key	0001542299
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,827,633
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Common Share

Schedule of computation of earnings per common share

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net income available to common stockholders	$	390,000		$	168,000		$	1,039,000		$	527,000
Basic common shares:
Weighted average shares outstanding	1,788,880			1,843,319			1,789,527			1,880,981
Less: Weighted average unallocated ESOP shares	(89,870		)	(97,111		)	(91,680		)	(98,921		)
Add: Weighted average unvested restricted shares with non-forfeitable dividend rights	38,501			35,751			41,103			35,980
Basic weighted average common shares outstanding	1,737,511			1,781,959			1,738,950			1,818,040
Dilutive potential common shares	4,580			2,533			5,054			4,976
Diluted weighted average common shares outstanding	1,742,091			1,784,492			1,744,004			1,823,016
Basic earnings per share	$	0.22		$	0.09		$	0.60		$	0.29
Diluted earnings per share	$	0.22		$	0.09		$	0.60		$	0.29

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Interest and dividend income:
Loans, including fees	$ 2,655	$ 2,340	$ 7,908	$ 6,685
Securities	147	125	435	263
Short-term investments	1	2	3	5
Total interest and dividend income	2,803	2,467	8,346	6,953
Interest expense:
Deposits	213	146	617	419
Short-term Federal Home Loan Bank advances	16	14	45	26
Long-term Federal Home Loan Bank advances	142	129	412	421
Total interest expense	371	289	1,074	866
Net interest and dividend income	2,432	2,178	7,272	6,087
Provision for loan losses	1	244	1	407
Net interest and dividend income, after provision for loan losses	2,431	1,934	7,271	5,680
Non-interest income:
Customer service fees	138	141	417	422
Mortgage banking income, net	56	41	179	696
Income from bank-owned life insurance	25	26	75	75
Net (loss) gain on sale of other real estate owned		(4)	8	18
Other	30	37	96	96
Total non-interest income	249	241	775	1,307
Non-interest expenses:
Salaries and employee benefits	1,138	1,124	3,554	3,555
Occupancy and equipment expenses	236	222	731	664
Data processing expenses	136	117	452	465
Professional fees	124	102	394	320
Advertising expenses	88	76	263	226
FDIC insurance	42	31	127	106
Other general and administrative expenses	289	252	868	825
Total non-interest expenses	2,053	1,924	6,389	6,161
Income before income taxes	627	251	1,657	826
Income tax provision	237	83	618	299
Net income	$ 390	$ 168	$ 1,039	$ 527
Weighted-average number of common shares outstanding:
Basic (in shares)	1,737,511	1,781,959	1,738,950	1,818,040
Diluted (in shares)	1,742,091	1,784,492	1,744,004	1,823,016
Earnings per share:
Basic (in dollars per share)	$ 0.22	$ 0.09	$ 0.60	$ 0.29
Diluted (in dollars per share)	$ 0.22	$ 0.09	$ 0.60	$ 0.29

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Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2014

Recent Accounting Pronouncements

Recent Accounting Pronouncements

(4)           Recent Accounting Pronouncements

In January 2014, the FASB issued ASU 2014-01, “Investments - Equity Method and Joint Ventures (Topic 323):  Accounting for Investments in Qualified Affordable Housing Projects.”  The amendments in this ASU apply to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow-through entities for tax purposes as follows:

1. For reporting entities that meet the conditions for and that elect to use the proportional amortization method to account for investments in qualified affordable housing projects, all amendments in this ASU apply.

2. For reporting entities that do not meet the conditions for or that do not elect the proportional amortization method, only the amendments in this ASU that are related to disclosures apply.

The amendments in this ASU permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met.  Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit).  For those investments in qualified affordable housing projects not accounted for using the proportional amortization method, the investment should be accounted for as an equity method investment or a cost method investment in accordance with Subtopic 970-323.  The amendments in this ASU should be applied retrospectively to all periods presented.  A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments.  The amendments in this ASU are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014.  Early adoption is permitted.  The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40):  Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.”  The objective of the amendments in this ASU is to reduce diversity by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized.  The amendments in this ASU clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (i) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement.  Additionally, the amendments require interim and annual disclosure of both (i) the amount of foreclosed residential real estate property held by the creditor and (ii) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.  The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014.  An entity can elect to adopt the amendments in this ASU using either a modified retrospective transition method or a prospective transition method.   The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning on or after December 15, 2014, and interim periods within those years. The Company anticipates that the adoption of this guidance will not have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”  The objective of this ASU is to clarify principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards.  The guidance in this ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards.  The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.   For public entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.  Early application is not permitted.  Early application is permitted, but no earlier than an annual reporting period beginning after December 15, 2016, including interim periods within that reporting period.  The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860):  Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.”  The amendments in this ASU require two accounting changes.  First, the amendments in this ASU change the accounting for repurchase-to-maturity transactions to secured borrowing accounting.  Second, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.  This ASU also includes new disclosure requirements.  The accounting changes in this Update are effective for public business entities for the first interim or annual period beginning after December 15, 2014.   An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.  Earlier application for a public business entity is prohibited.  The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation (Topic 718):  Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.”  The amendments in this ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards.  This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015.  Earlier adoption is permitted.  ASU 2014-12 may be adopted either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements, and to all new or modified awards thereafter.  If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date.  The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-13, “Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity.”  This ASU applies to entities that meet the following criteria:

1. they are required to consolidate a collateralized entity under the Variable Interest Entities guidance;

2. they measure all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other FASB rules; and

3. those changes in fair value are reflected in earnings.

Under ASU 2014-13, entities that meet these criteria are provided an alternative under which they can choose to eliminate the difference between the fair value of financial assets and financial liabilities of a consolidated collateralized financing entity.  If that alternative is not elected, then ASU 2014-13 indicates that the fair value of the financial assets and the fair value of the financial liabilities of the consolidated collateralized financing entity should be measured in accordance with ASC 820.  Fair Value Measurement and differences between the fair value of the financial assets and the financial liabilities of that consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the consolidated statement of income or loss.  The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015.  The adoption of this ASU will not have an impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-14, “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government - Guaranteed Mortgage Loans upon Foreclosure.”  The amendments in this ASU require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met:

1. the loan has a government guarantee that is not separable from the loan before foreclosure;

2. at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and

3. at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed.

Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor.  The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014.  The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

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Earnings Per Common Share

9 Months Ended

Sep. 30, 2014

Earnings Per Common Share

Earnings Per Common Share

(3)           Earnings Per Common Share

The Company has adopted the Earnings Per Share (“EPS”) guidance included in Accounting Standards Codification (“ASC”) 260-10. As presented below, basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For purposes of computing diluted EPS, the treasury stock method is used.

Unallocated ESOP shares are not deemed outstanding for earnings per share calculations.

Earnings per common share have been computed based on the following.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net income available to common stockholders	$	390,000		$	168,000		$	1,039,000		$	527,000
Basic common shares:
Weighted average shares outstanding	1,788,880			1,843,319			1,789,527			1,880,981
Less: Weighted average unallocated ESOP shares	(89,870		)	(97,111		)	(91,680		)	(98,921		)
Add: Weighted average unvested restricted shares with non-forfeitable dividend rights	38,501			35,751			41,103			35,980
Basic weighted average common shares outstanding	1,737,511			1,781,959			1,738,950			1,818,040
Dilutive potential common shares	4,580			2,533			5,054			4,976
Diluted weighted average common shares outstanding	1,742,091			1,784,492			1,744,004			1,823,016
Basic earnings per share	$	0.22		$	0.09		$	0.60		$	0.29
Diluted earnings per share	$	0.22		$	0.09		$	0.60		$	0.29

Options to purchase 62,594 shares, representing all outstanding options, were included in the computation of diluted earnings per share for the three and nine-month period ended September 30, 2014. Options to purchase 52,924 shares, representing outstanding options that were granted in 2010, 2011, 2012 and 2013, were included in the computation of diluted earnings per share for the three-month period ended September 30, 2013. Options to purchase 33,774 shares, representing outstanding options that were granted in 2010, 2011 and 2012, were included in the computation of diluted earnings per share for the nine-month period ended September 30, 2013. Options to purchase 19,150 shares that were granted in 2013 were not included in the computation of diluted earnings per share for the nine-month period ended September 30, 2013, because to do so would have been antidilutive.

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Corporate Structure (Details)	1 Months Ended
	Jun. 30, 2012 Georgetown Bancorp, MHC	Jan. 31, 2005 The bank
Conversion and reorganization to stock holding company
Percentage of common stock owned	56.70%	100.00%

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Securities (Tables)

9 Months Ended

Sep. 30, 2014

Securities

Summary of securities

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
At September 30, 2014
Securities available for sale
State and municipal	$	2,469	$	54	$	(15	)	$	2,508
Residential mortgage-backed securities	17,471		124		(169		)	17,426
Total securities available for sale	$	19,940	$	178	$	(184	)	$	19,934
Securities held to maturity
Residential mortgage-backed securities	$	869	$	81	$	—		$	950

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
At December 31, 2013
Securities available for sale
State and municipal	$	2,505	$	4	$	(115	)	$	2,394
Residential mortgage-backed securities	16,381		67		(561		)	15,887
Total securities available for sale	$	18,886	$	71	$	(676	)	$	18,281
Securities held to maturity
Residential mortgage-backed securities	$	1,050	$	86	$	—		$	1,136

Schedule of maturities of debt securities

	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(In thousands)
Over ten years	$	2,469	$	2,508	$	—	$	—
Residential mortgage-backed securities	17,471		17,426		869		950
	$	19,940	$	19,934	$	869	$	950

Schedule of securities with gross unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous loss position

	Less Than Twelve Months					Twelve Months or Greater
	Gross					Gross
	Unrealized			Fair		Unrealized			Fair
	Losses			Value		Losses			Value
	(In thousands)
At September 30, 2014
Securities available for sale
State and municipal	$	—		$	—	$	(15	)	$	1,084
Residential mortgage-backed securities	(23		)	5,852		(146		)	5,489
Total temporarily impaired securities	$	(23	)	$	5,852	$	(161	)	$	6,573
At December 31, 2013
Securities available for sale
State and municipal	$	(115	)	$	1,827	$	—		$	—
Residential mortgage-backed securities	(561		)	13,389		—			—
Total temporarily impaired securities	$	(676	)	$	15,216	$	—		$	—

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Secured Borrowings and Collateral

9 Months Ended

Sep. 30, 2014

Secured Borrowings and Collateral

Secured Borrowings and Collateral

(7)           Secured Borrowings and Collateral

Federal Home Loan Bank advances

At September 30, 2014, all Federal Home Loan Bank (“FHLB”) of Boston advances were secured by a blanket security agreement on qualified collateral, principally first mortgage loans on owner-occupied residential property in the amount of $78.1 million, and mortgage-backed securities with a fair value of $18.4 million.

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Securities

9 Months Ended

Sep. 30, 2014

Securities

Securities

(5)           Securities

A summary of securities is as follows.

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
At September 30, 2014
Securities available for sale
State and municipal	$	2,469	$	54	$	(15	)	$	2,508
Residential mortgage-backed securities	17,471		124		(169		)	17,426
Total securities available for sale	$	19,940	$	178	$	(184	)	$	19,934
Securities held to maturity
Residential mortgage-backed securities	$	869	$	81	$	—		$	950

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In thousands)
At December 31, 2013
Securities available for sale
State and municipal	$	2,505	$	4	$	(115	)	$	2,394
Residential mortgage-backed securities	16,381		67		(561		)	15,887
Total securities available for sale	$	18,886	$	71	$	(676	)	$	18,281
Securities held to maturity
Residential mortgage-backed securities	$	1,050	$	86	$	—		$	1,136

All residential mortgage-backed securities have been issued by government-sponsored enterprises.

The amortized cost and estimated fair value of debt securities by contractual maturity at September 30, 2014 is as follows. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale				Held to Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(In thousands)
Over ten years	$	2,469	$	2,508	$	—	$	—
Residential mortgage-backed securities	17,471		17,426		869		950
	$	19,940	$	19,934	$	869	$	950

There were no sales of securities for the three and nine months ended September 30, 2014 and 2013.

Information pertaining to securities with gross unrealized losses, aggregated by investment category and length of time that the individual securities have been in a continuous loss position, is as follows.

	Less Than Twelve Months					Twelve Months or Greater
	Gross					Gross
	Unrealized			Fair		Unrealized			Fair
	Losses			Value		Losses			Value
	(In thousands)
At September 30, 2014
Securities available for sale
State and municipal	$	—		$	—	$	(15	)	$	1,084
Residential mortgage-backed securities	(23		)	5,852		(146		)	5,489
Total temporarily impaired securities	$	(23	)	$	5,852	$	(161	)	$	6,573
At December 31, 2013
Securities available for sale
State and municipal	$	(115	)	$	1,827	$	—		$	—
Residential mortgage-backed securities	(561		)	13,389		—			—
Total temporarily impaired securities	$	(676	)	$	15,216	$	—		$	—

Each reporting period, the Company evaluates all securities classified as available-for-sale or held-to-maturity with a decline in fair value below the amortized cost of the investment to determine whether or not the impairment is deemed to be other-than-temporary (“OTTI”).

At September 30, 2014 ten securities classified as available for sale had an unrealized loss with aggregate depreciation of 1.46% from the securities’ amortized cost basis.  The unrealized losses on the Company’s investments in state and municipal bonds and residential mortgage backed securities were primarily caused by changes in interest rates and not by credit quality.  Many of these investments are guaranteed by the U.S. Government or its agencies, and as management has not decided to sell these securities, nor is it likely that the Company will be required to sell these securities, no declines are deemed to be OTTI.

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Loans and Servicing

9 Months Ended

Sep. 30, 2014

Loans and Servicing

Loans and Servicing

(6)           Loans and Servicing

Loans

A summary of loans is as follows.

	At					At
	September 30,					December 31,
	2014					2013
	Amount			Percent		Amount			Percent
	(Dollars in thousands)
Residential loans:
One- to four-family	$	88,792		38.47	%	$	92,450		40.93	%
Home equity loans and lines of credit	15,884			6.88		15,399			6.82
Total residential mortgage loans	104,676			45.35		107,849			47.75
Commercial loans:
One- to four-family investment property	9,438			4.09		11,089			4.91
Multi-family real estate	14,894			6.45		14,462			6.40
Commercial real estate	54,995			23.83		54,272			24.02
Commercial business	17,769			7.70		16,681			7.39
Total commercial loans	97,096			42.07		96,504			42.72
Construction loans:
One- to four-family	14,392			6.23		9,848			4.36
Multi-family	10,015			4.34		7,304			3.24
Non-residential	4,288			1.86		3,955			1.75
Total construction loans	28,695			12.43		21,107			9.35
Consumer	347			0.15		408			0.18
Total loans	230,814			100.00	%	225,868			100.00	%
Other items:
Net deferred loan costs	448					440
Allowance for loan losses	(2,136		)			(2,396		)
Total loans, net	$	229,126				$	223,912

An analysis of the allowance for loan losses at and for the nine months ended September 30, 2014 and 2013 and at December 31, 2013 is below. For additional information please refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Residential						Commercial										Construction
	One- to four- family			Home equity loans and lines of credit			One- to four- family investment property			Multi-family real estate		Commercial real estate			Commercial business		One- to four- family			Multi-family		Non- residential		Consumer			Unallocated			Total
															(In thousands)
Allowance for loan losses
Nine months ended September 30, 2014
Beginning Balance	$	284		$	274		$	61		$	108	$	1,056		$	291	$	133		$	66	$	63	$	15		$	45		$	2,396
Charge-offs	—			(14		)	—			—		(248		)	—		—			—		—		(2		)	—			(264		)
Recoveries	—			1			—			—		—			—		—			—		—		2			—			3
Provision (benefit)	3			(21		)	(9		)	4		26			19		(5		)	24		5		(11		)	(34		)	1
Ending Balance	$	287		$	240		$	52		$	112	$	834		$	310	$	128		$	90	$	68	$	4		$	11		$	2,136
Nine months ended September 30, 2013
Beginning Balance	$	378		$	254		$	62		$	40	$	668		$	159	$	149		$	34	$	25	$	11		$	—		$	1,780
Charge-offs	(130		)	—			—			—		—			—		—			—		—		(7		)	—			(137		)
Recoveries	43			—			—			—		—			—		—			—		—		3			—			46
(Benefit) provision	(4		)	(18		)	10			3		216			49		38			30		78		5			—			407
Ending Balance	$	287		$	236		$	72		$	43	$	884		$	208	$	187		$	64	$	103	$	12		$	—		$	2,096
At September 30, 2014
Allowance for loan losses
Individually evaluated for impairment	$	7		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	7
Collectively evaluated for impairment	280			240			52			112		834			310		128			90		68		4			11			2,129
	$	287		$	240		$	52		$	112	$	834		$	310	$	128		$	90	$	68	$	4		$	11		$	2,136
Loans
Individually evaluated for impairment	$	317		$	28		$	—		$	—	$	297		$	—	$	—		$	—	$	—	$	—		$	—		$	642
Collectively evaluated for impairment	88,475			15,856			9,438			14,894		54,698			17,769		14,392			10,015		4,288		347			—			230,172
	$	88,792		$	15,884		$	9,438		$	14,894	$	54,995		$	17,769	$	14,392		$	10,015	$	4,288	$	347		$	—		$	230,814
At December 31, 2013
Allowance for loan losses
Individually evaluated for impairment	$	7		$	49		$	—		$	—	$	277		$	—	$	—		$	—	$	—	$	—		$	—		$	333
Collectively evaluated for impairment	277			225			61			108		779			291		133			66		63		15			45			2,063
	$	284		$	274		$	61		$	108	$	1,056		$	291	$	133		$	66	$	63	$	15		$	45		$	2,396
Loans
Individually evaluated for impairment	$	321		$	428		$	—		$	—	$	2,406		$	—	$	—		$	—	$	—	$	—		$	—		$	3,155
Collectively evaluated for impairment	92,129			14,971			11,089			14,462		51,866			16,681		9,848			7,304		3,955		408			—			222,713
	$	92,450		$	15,399		$	11,089		$	14,462	$	54,272		$	16,681	$	9,848		$	7,304	$	3,955	$	408		$	—		$	225,868

The following is a summary of past-due and non-accrual loans at September 30, 2014 and December 31, 2013. For additional information please refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Loans delinquent for:												90 days
					90 days		Total		Total		Total		or more		Non-accrual
	30 - 59 Days		60 - 89 Days		or more		Past Due		Current		Loans		and accruing		Loans
	(In thousands)
At September 30, 2014
Residential loans:
One- to four-family	$	—	$	312	$	641	$	953	$	87,839	$	88,792	$	—	$	953
Home equity loans and lines of credit	31		—		74		105		15,779		15,884		—		74
Commercial loans:
One- to four-family investment property	—		—		—		—		9,438		9,438		—		—
Multi-family real estate	—		—		—		—		14,894		14,894		—		—
Commercial real estate	297		—		—		297		54,698		54,995		—		—
Commercial business	—		—		—		—		17,769		17,769		—		—
Construction loans:
One- to four-family	—		—		—		—		14,392		14,392		—		—
Multi-family	—		—		—		—		10,015		10,015		—		—
Non-residential	—		—		—		—		4,288		4,288		—		—
Consumer	12		3		2		17		330		347		—		2
Total	$	340	$	315	$	717	$	1,372	$	229,442	$	230,814	$	—	$	1,029
At December 31, 2013
Residential loans:
One- to four-family	$	—	$	245	$	—	$	245	$	92,205	$	92,450	$	—	$	—
Home equity loans and lines of credit	15		—		399		414		14,985		15,399		—		399
Commercial loans:
One- to four-family investment property	—		—		—		—		11,089		11,089		—		—
Multi-family real estate	—		—		—		—		14,462		14,462		—		—
Commercial real estate	—		267		—		267		54,005		54,272		—		—
Commercial business	—		—		—		—		16,681		16,681		—		—
Construction loans:
One- to four-family	—		—		—		—		9,848		9,848		—		—
Multi-family	—		—		—		—		7,304		7,304		—		—
Non-residential	—		—		—		—		3,955		3,955		—		—
Consumer	1		—		—		1		407		408		—		—
Total	$	16	$	512	$	399	$	927	$	224,941	$	225,868	$	—	$	399

The following is an analysis of impaired loans at September 30, 2014 and December 31, 2013.

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)
At September 30, 2014
Impaired loans without a valuation allowance
Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit	28		28		—		29		—
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	297		297		—		299		13
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total impaired with no related allowance	$	325	$	325	$	—	$	328	$	13
Impaired loans with a valuation allowance
Residential loans:
One- to four-family	$	317	$	317	$	7	$	319	$	12
Home equity loans and lines of credit	—		—		—		159		—
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	—		—		—		555		8
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total with an allowance recorded	$	317	$	317	$	7	$	1,033	$	20
At December 31, 2013
Impaired loans without a valuation allowance
Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit	29		29		—		31		1
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	301		301		—		304		18
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total impaired with no related allowance	$	330	$	330	$	—	$	335	$	19
Impaired loans with a valuation allowance
Residential loans:
One- to four-family	$	321	$	321	$	7	$	379	$	13
Home equity loans and lines of credit	399		399		49		377		2
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	2,105		2,208		277		2,105		104
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total with an allowance recorded	$	2,825	$	2,928	$	333	$	2,861	$	119

There were no loan modifications made that resulted in the classification of a troubled debt restructure (“TDR”) during the nine months ended September 30, 2014.  There was one loan modification made that resulted in the classification of a TDR during the nine months ended September 30, 2013. This TDR did not result in a material impact to the allowance for loan losses. The modification consolidated an adjustable rate one- to four-family residential loan and a fixed rate home equity loan into a single fixed rate one- to four-family residential loan. In addition to the consolidation of the loans, an additional $32,000 was advanced to the borrower.

At September 30, 2014 and December 31, 2013, there were no TDRs in default of their modified terms.

The following table represents the Company’s loans by risk rating at September 30, 2014 and December 31, 2013. For additional information please refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Residential				Commercial								Construction
	One- to four- family		Home equity loans and lines of credit		One- to four- family investment property		Multi-family real estate		Commercial real estate		Commercial business		One- to four- family		Multi-family		Non- residential		Consumer		Total
	(In thousands)
At September 30, 2014
Classification:
Not formally rated	$	87,522	$	15,810	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	345	$	103,677
Pass	—		—		9,438		14,894		54,995		17,769		14,392		10,015		4,288		—		125,791
Special mention	—		—		—		—		—		—		—		—		—		—		—
Substandard	1,270		74		—		—		—		—		—		—		—		2		1,346
Doubtful	—		—		—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—		—		—
Total loans	$	88,792	$	15,884	$	9,438	$	14,894	$	54,995	$	17,769	$	14,392	$	10,015	$	4,288	$	347	$	230,814
At December 31, 2013
Classification:
Not formally rated	$	92,129	$	15,000	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	408	$	107,537
Pass	—		—		11,089		14,462		51,900		16,681		9,848		7,304		3,955		—		115,239
Special mention	—		—		—		—		—		—		—		—		—		—		—
Substandard	321		399		—		—		2,372		—		—		—		—		—		3,092
Doubtful	—		—		—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—		—		—
Total loans	$	92,450	$	15,399	$	11,089	$	14,462	$	54,272	$	16,681	$	9,848	$	7,304	$	3,955	$	408	$	225,868

Credit Quality Information

The Bank utilizes a nine grade internal loan rating system for all commercial and construction loans as follows:

Loans rated 1 - 5:  Loans in these categories are considered “pass” rated loans with low to average risk.

Loans rated 6:  Loans in this category are considered “special mention.” These loans have risk profiles that are starting to show signs of potential weakness and are being closely monitored by management.

Loans rated 7:  Loans in this category are considered “substandard.” These loans have a well defined weakness that jeopardizes the liquidation of the debt and is inadequately protected by the current sound worth and paying capacity of the borrower or pledged collateral. There is a distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Loans rated 8:  Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

Loans rated 9:  Loans in this category are considered a “loss.” The loan has been determined to be uncollectible and the chance of loss is inevitable. Loans in this category will be charged-off.

On an annual basis, or more often if needed, the Bank formally reviews the ratings on all commercial and construction loans.  For residential real estate and consumer loans, the Bank initially assesses credit quality based on the borrower’s ability to pay and subsequently monitors these loans based on the borrower’s payment activity; however, these loans are not formally risk-rated.

Loans serviced for others and mortgage servicing rights

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $113.8 million and $117.7 million at September 30, 2014 and December 31, 2013, respectively.

The risks inherent in the mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The fair value of servicing rights was $1.4 million at September 30, 2014 and December 31, 2013, and was determined using the moving average 10-year, U.S. Treasury rate plus 5.0%, adjusted to reflect the current credit spreads and conditions in the market as a discount rate. Prepayment assumptions, which are impacted by loan rates and terms, are calculated using a moving average of prepayment data published by the Securities Industry and Financial Markets Association and an independent third party proprietary analysis of prepayment rates embedded in liquid mortgage securities markets and modeled against the serviced loan portfolio by the independent third party valuation specialist.

The following summarizes mortgage servicing rights capitalized and amortized, along with the aggregate activity-related valuation allowances.

	Nine Months Ended
	September 30,
	2014			2013
	(In thousands)
Mortgage servicing rights:
Balance at beginning of period	$	1,084		$	910
Additions	62			440
Amortization	(266		)	(254		)
Balance at end of period	880			1,096
Valuation allowances:
Balance at beginning of period	26			20
Additions	—			58
Recoveries	(24		)	(15		)
Balance at end of period	2			63
Mortgage servicing assets, net	$	878		$	1,033
Fair value of mortgage servicing assets	$	1,364		$	1,286

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Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Measurements

Fair Value Measurements

(8)          Fair Value Measurements

The Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value as follows:

Level l - Valuation is based on quoted prices in active markets for identical assets or liabilities. Level l assets and liabilities generally include debt and equity securities that are traded in an active exchange market. At September 30, 2014, the Company had no assets or liabilities valued using Level 1 measurements.

Level 2 - Valuation is based on observable inputs other than Level l prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

All of the Company’s securities that are measured at fair value are included in Level 2 and are based on pricing models from independent, third party pricing services that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. There are no liabilities measured at fair value. All of the Company’s impaired loans and other real estate owned that are measured at fair value are included in Level 3 and are based on the appraised value of the underlying collateral considering discounting factors, if deemed appropriate, and adjusted for selling costs. These appraised values may be discounted based on management’s historical knowledge, expertise or changes in market conditions from time of valuation. The Company did not have any significant transfers of assets or liabilities to or from Levels 1 and 2 of the fair value hierarchy during the nine month period ended September 30, 2014.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 are summarized below.

							Assets
	Level 1		Level 2		Level 3		at Fair Value
	(In thousands)
At September 30, 2014
Assets
Securities available for sale
State and municipal	$	—	$	2,508	$	—	$	2,508
Residential mortgage-backed securities	—		17,426		—		17,426
Total securities available for sale	$	—	$	19,934	$	—	$	19,934
At December 31, 2013
Assets
Securities available for sale
State and municipal	$	—	$	2,394	$	—	$	2,394
Residential mortgage-backed securities	—		15,887		—		15,887
Total securities available for sale	$	—	$	18,281	$	—	$	18,281

The Company may also be required, from time to time, to measure certain other financial assets on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. Assets measured at fair value on a non-recurring basis at September 30, 2014 and December 31, 2013 are summarized below. The fair value adjustments relate to the amount of write-down recorded or related allowance recorded as of September 30, 2014 and December 31, 2013.

							Assets		Adjustments
	Level 1		Level 2		Level 3		at Fair Value		to Fair Value
	(In thousands)
At September 30, 2014
Impaired loans	$	—	$	—	$	310	$	310	$	(7	)
At December 31, 2013
Impaired loans	$	—	$	—	$	2,492	$	2,492	$	(333	)

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.

Cash and cash equivalents: The carrying amounts of cash and short-term investments approximate fair values.

Securities: Fair values for the Company’s debt securities are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.

Federal Home Loan Bank stock: Fair value is based on redemption provisions of the FHLB of Boston. The FHLB stock has no quoted market value.

Loans held for sale: Fair value is based on committed secondary market prices.

Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Capitalized mortgage servicing rights: Fair value is based on a quarterly, independent third-party valuation model that calculates the present value of estimated future net servicing income. The model utilizes a variety of assumptions, the most significant of which are loan prepayment assumptions and the discount rate used to discount future cash flows. Prepayment assumptions, which are impacted by loan rates and terms, are calculated using a moving average of prepayment data published by the Securities Industry and Financial Markets Association and a third party proprietary analysis of prepayment rates embedded in liquid mortgage securities markets and modeled against the serviced loan portfolio by the independent third party valuation specialist. The discount rate is the moving average 10-year, U.S. Treasury rate plus 5.0% and adjusted to reflect the current credit spreads and conditions in the market. Other assumptions include delinquency rates, foreclosure rates, servicing cost inflation, and annual unit loan cost. All assumptions are adjusted periodically to reflect current circumstances and all are obtained from independent market sources.

Deposits: The fair values for non-certificate accounts are, by definition, equal to the amount payable on demand at the reporting date which is the carrying amount. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term FHLB advances: The fair value of short-term FHLB advances approximates carrying value, as they generally mature within 90 days.

Long-term FHLB advances: The fair value for long-term FHLB advances is estimated using discounted cash flow analyses based on current market borrowing rates for similar types of borrowing arrangements.

Accrued interest: The carrying amounts of accrued interest approximate fair value.

Off-balance-sheet instruments: Fair values for off-balance-sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. At September 30, 2014 and December 31, 2013, the fair value of commitments outstanding is not significant since fees charged are not material.

The estimated fair values and related carrying amounts of the Company’s financial instruments at September 30, 2014 and December 31, 2013 are as follows.

	September 30, 2014
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,650	$	6,650	$	—	$	—	$	6,650
Securities available for sale	19,934		—		19,934		—		19,934
Securities held to maturity	869		—		950		—		950
FHLB stock	2,907		2,907		—		—		2,907
Loans held for sale	911		919		—		—		919
Loans, net	229,126		—		—		228,169		228,169
Accrued interest receivable	720		720		—		—		720
Capitalized mortgage servicing rights	878		—		1,364		—		1,364
Financial liabilities:
Deposits	$	183,165	$	—	$	183,640	$	—	$	183,640
Short-term FHLB advances	28,750		28,750		—		—		28,750
Long-term FHLB advances	24,100		—		24,358		—		24,358
Mortgagors’ escrow accounts	1,345		1,345		—		—		1,345
Accrued interest payable	51		51		—		—		51

	December 31, 2013
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,295	$	6,295	$	—	$	—	$	6,295
Securities available for sale	18,281		—		18,281		—		18,281
Securities held to maturity	1,050		—		1,136		—		1,136
FHLB stock	2,907		2,907		—		—		2,907
Loans held for sale	1,001		1,019		—		—		1,019
Loans, net	223,912		—		—		223,659		223,659
Accrued interest receivable	729		729		—		—		729
Capitalized mortgage servicing rights	1,058		—		1,361		—		1,361
Financial liabilities:
Deposits	$	175,961	$	—	$	176,405	$	—	$	176,405
Short-term FHLB advances	32,825		32,825		—		—		32,825
Long-term FHLB advances	22,100		—		22,405		—		22,405
Mortgagors’ escrow accounts	1,230		1,230		—		—		1,230
Accrued interest payable	45		45		—		—		45

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Secured Borrowings and Collateral (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014
First mortgage loans on owner-occupied residential property
Secured borrowings and collateral
Amount of qualified collateral pledged on FHLB Boston advances	$ 78.1
Mortgage-backed securities
Secured borrowings and collateral
Amount of qualified collateral pledged on FHLB Boston advances	$ 18.4

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

Fair Value Measurements

Summary of assets and liabilities measured at fair value on a recurring basis

							Assets
	Level 1		Level 2		Level 3		at Fair Value
	(In thousands)
At September 30, 2014
Assets
Securities available for sale
State and municipal	$	—	$	2,508	$	—	$	2,508
Residential mortgage-backed securities	—		17,426		—		17,426
Total securities available for sale	$	—	$	19,934	$	—	$	19,934
At December 31, 2013
Assets
Securities available for sale
State and municipal	$	—	$	2,394	$	—	$	2,394
Residential mortgage-backed securities	—		15,887		—		15,887
Total securities available for sale	$	—	$	18,281	$	—	$	18,281

Schedule of assets measured at fair value on a non-recurring basis

							Assets		Adjustments
	Level 1		Level 2		Level 3		at Fair Value		to Fair Value
	(In thousands)
At September 30, 2014
Impaired loans	$	—	$	—	$	310	$	310	$	(7	)
At December 31, 2013
Impaired loans	$	—	$	—	$	2,492	$	2,492	$	(333	)

Schedule of estimated fair values and related carrying amounts of the Company's financial instruments

	September 30, 2014
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,650	$	6,650	$	—	$	—	$	6,650
Securities available for sale	19,934		—		19,934		—		19,934
Securities held to maturity	869		—		950		—		950
FHLB stock	2,907		2,907		—		—		2,907
Loans held for sale	911		919		—		—		919
Loans, net	229,126		—		—		228,169		228,169
Accrued interest receivable	720		720		—		—		720
Capitalized mortgage servicing rights	878		—		1,364		—		1,364
Financial liabilities:
Deposits	$	183,165	$	—	$	183,640	$	—	$	183,640
Short-term FHLB advances	28,750		28,750		—		—		28,750
Long-term FHLB advances	24,100		—		24,358		—		24,358
Mortgagors’ escrow accounts	1,345		1,345		—		—		1,345
Accrued interest payable	51		51		—		—		51

	December 31, 2013
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,295	$	6,295	$	—	$	—	$	6,295
Securities available for sale	18,281		—		18,281		—		18,281
Securities held to maturity	1,050		—		1,136		—		1,136
FHLB stock	2,907		2,907		—		—		2,907
Loans held for sale	1,001		1,019		—		—		1,019
Loans, net	223,912		—		—		223,659		223,659
Accrued interest receivable	729		729		—		—		729
Capitalized mortgage servicing rights	1,058		—		1,361		—		1,361
Financial liabilities:
Deposits	$	175,961	$	—	$	176,405	$	—	$	176,405
Short-term FHLB advances	32,825		32,825		—		—		32,825
Long-term FHLB advances	22,100		—		22,405		—		22,405
Mortgagors’ escrow accounts	1,230		1,230		—		—		1,230
Accrued interest payable	45		45		—		—		45

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Securities (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014 item	Dec. 31, 2013
Available for Sale, Amortized cost
Over 10 years	$ 2,469
Total	19,940
Available for Sale, Fair Value
Over 10 years	2,508
Fair Value	19,934	18,281
Held to maturity, Amortized Cost
Total	869
Held to Maturity, Fair Value
Fair Value	950
Securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position
Less Than Twelve Months, Gross Unrealized Losses	(23)	(676)
Less Than Twelve Months, Fair Value	5,852	15,216
Twelve Months or Greater, Gross Unrealized Losses	(161)
Twelve Months or Greater, Fair Value	6,573
Number of available-for-sale securities in unrealized loss position	10
Additional disclosures
Available for sale securities in unrealized loss position, aggregate depreciation rate (as a percent)	1.46%
State and municipal
Available for Sale, Fair Value
Fair Value	2,508	2,394
Securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position
Less Than Twelve Months, Gross Unrealized Losses		(115)
Less Than Twelve Months, Fair Value		1,827
Twelve Months or Greater, Gross Unrealized Losses	(15)
Twelve Months or Greater, Fair Value	1,084
Residential mortgage-backed securities
Available for Sale, Amortized cost
Securities without single maturity date	17,471
Available for Sale, Fair Value
Securities without single maturity date	17,426
Fair Value	17,426	15,887
Held to maturity, Amortized Cost
Securities without single maturity date	869
Held to Maturity, Fair Value
Securities without single maturity date	950
Fair Value	950	1,136
Securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position
Less Than Twelve Months, Gross Unrealized Losses	(23)	(561)
Less Than Twelve Months, Fair Value	5,852	13,389
Twelve Months or Greater, Gross Unrealized Losses	(146)
Twelve Months or Greater, Fair Value	$ 5,489

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 390	$ 168	$ 1,039	$ 527
Net unrealized (loss) gain on securities available for sale	(58)	(29)	599	(686)
Income tax benefit (provision)	18	10	(217)	246
Other comprehensive (loss) income, net of tax	(40)	(19)	382	(440)
Comprehensive income	$ 350	$ 149	$ 1,421	$ 87

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Corporate Structure

9 Months Ended

Sep. 30, 2014

Corporate Structure

Corporate Structure

(2)           Corporate Structure

In conjunction with its reorganization into the mutual holding company structure, on January 5, 2005, the Bank (i) converted to a stock savings bank as the successor to the Bank in its mutual form; (ii) organized Georgetown Bancorp, Inc. (“Georgetown Federal”) as a federally-chartered corporation that owned 100% of the common stock of the Bank (in stock form); and (iii) organized Georgetown Bancorp, MHC as a federally-chartered mutual holding company that owned 56.7% of the common stock of Georgetown Federal as of June 30, 2012. On November 28, 2011, the Boards of Directors of Georgetown Federal, Georgetown Bancorp, MHC and the Bank each unanimously adopted a Plan of Conversion and Reorganization of the Mutual Holding Company pursuant to which Georgetown Bancorp, MHC undertook a “second-step” conversion and now ceases to exist. Georgetown Bancorp, MHC reorganized from a two-tier mutual holding company structure to a fully public stock holding company structure effective July 11, 2012, and, as a result, the Bank is now the wholly-owned subsidiary of the Company.

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Loans and Servicing (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Loans
Total loans	$ 230,814	$ 225,868
Other items:
Net deferred loan costs	448	440
Allowance for loan losses	(2,136)	(2,396)	(2,096)	(1,780)
Total loans, net	229,126	223,912
Total loans (as a percent)	100.00%	100.00%
Residential loans:
Loans
Total loans	104,676	107,849
Other items:
Total loans (as a percent)	45.35%	47.75%
One- to four- family, residential loans
Loans
Total loans	88,792	92,450
Other items:
Allowance for loan losses	(287)	(284)	(287)	(378)
Total loans (as a percent)	38.47%	40.93%
Home equity loans and lines of credit
Loans
Total loans	15,884	15,399
Other items:
Allowance for loan losses	(240)	(274)	(236)	(254)
Total loans (as a percent)	6.88%	6.82%
Commercial loans:
Loans
Total loans	97,096	96,504
Other items:
Total loans (as a percent)	42.07%	42.72%
One-to-four family investment property
Loans
Total loans	9,438	11,089
Other items:
Allowance for loan losses	(52)	(61)	(72)	(62)
Total loans (as a percent)	4.09%	4.91%
Multi-family real estate
Loans
Total loans	14,894	14,462
Other items:
Allowance for loan losses	(112)	(108)	(43)	(40)
Total loans (as a percent)	6.45%	6.40%
Commercial real estate
Loans
Total loans	54,995	54,272
Other items:
Allowance for loan losses	(834)	(1,056)	(884)	(668)
Total loans (as a percent)	23.83%	24.02%
Commercial business
Loans
Total loans	17,769	16,681
Other items:
Allowance for loan losses	(310)	(291)	(208)	(159)
Total loans (as a percent)	7.70%	7.39%
Construction loans:
Loans
Total loans	28,695	21,107
Other items:
Total loans (as a percent)	12.43%	9.35%
One-to-four family, construction loans
Loans
Total loans	14,392	9,848
Other items:
Allowance for loan losses	(128)	(133)	(187)	(149)
Total loans (as a percent)	6.23%	4.36%
Multi-family
Loans
Total loans	10,015	7,304
Other items:
Allowance for loan losses	(90)	(66)	(64)	(34)
Total loans (as a percent)	4.34%	3.24%
Non-residential
Loans
Total loans	4,288	3,955
Other items:
Allowance for loan losses	(68)	(63)	(103)	(25)
Total loans (as a percent)	1.86%	1.75%
Consumer
Loans
Total loans	347	408
Other items:
Allowance for loan losses	$ (4)	$ (15)	$ (12)	$ (11)
Total loans (as a percent)	0.15%	0.18%

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Equity Incentive Plan (Details) (USD $)	9 Months Ended
	Sep. 30, 2014 item
Equity Incentive Plan
Number of equity incentive plans	2
Number of Shares
Exercised (in shares)	(3,813)
2014 Equity Plan
Equity Incentive Plan
Number of shares issued	0
Stock Options | 2009 Equity Plan
Number of Shares
Outstanding at beginning of year (in shares)	52,924
Granted (in shares)	22,000
Exercised (in shares)	(3,813)
Forfeited (in shares)	(8,517)
Outstanding at end of period (in shares)	62,594
Exercisable at end of period (in shares)	24,613
Weighted Average Exercise Price
Outstanding at beginning of year (in dollars per share)	$ 11.12
Granted (in dollars per share)	$ 14.98
Exercised (in dollars per share)	$ 10.39
Forfeited (in dollars per share)	$ 13.79
Outstanding at end of period (in dollars per share)	$ 12.16

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Loans and Servicing (Tables)

9 Months Ended

Sep. 30, 2014

Loans and Servicing

Summary of loans

	At					At
	September 30,					December 31,
	2014					2013
	Amount			Percent		Amount			Percent
	(Dollars in thousands)
Residential loans:
One- to four-family	$	88,792		38.47	%	$	92,450		40.93	%
Home equity loans and lines of credit	15,884			6.88		15,399			6.82
Total residential mortgage loans	104,676			45.35		107,849			47.75
Commercial loans:
One- to four-family investment property	9,438			4.09		11,089			4.91
Multi-family real estate	14,894			6.45		14,462			6.40
Commercial real estate	54,995			23.83		54,272			24.02
Commercial business	17,769			7.70		16,681			7.39
Total commercial loans	97,096			42.07		96,504			42.72
Construction loans:
One- to four-family	14,392			6.23		9,848			4.36
Multi-family	10,015			4.34		7,304			3.24
Non-residential	4,288			1.86		3,955			1.75
Total construction loans	28,695			12.43		21,107			9.35
Consumer	347			0.15		408			0.18
Total loans	230,814			100.00	%	225,868			100.00	%
Other items:
Net deferred loan costs	448					440
Allowance for loan losses	(2,136		)			(2,396		)
Total loans, net	$	229,126				$	223,912

Schedule of analysis of the allowance for loan losses

	Residential						Commercial										Construction
	One- to four- family			Home equity loans and lines of credit			One- to four- family investment property			Multi-family real estate		Commercial real estate			Commercial business		One- to four- family			Multi-family		Non- residential		Consumer			Unallocated			Total
															(In thousands)
Allowance for loan losses
Nine months ended September 30, 2014
Beginning Balance	$	284		$	274		$	61		$	108	$	1,056		$	291	$	133		$	66	$	63	$	15		$	45		$	2,396
Charge-offs	—			(14		)	—			—		(248		)	—		—			—		—		(2		)	—			(264		)
Recoveries	—			1			—			—		—			—		—			—		—		2			—			3
Provision (benefit)	3			(21		)	(9		)	4		26			19		(5		)	24		5		(11		)	(34		)	1
Ending Balance	$	287		$	240		$	52		$	112	$	834		$	310	$	128		$	90	$	68	$	4		$	11		$	2,136
Nine months ended September 30, 2013
Beginning Balance	$	378		$	254		$	62		$	40	$	668		$	159	$	149		$	34	$	25	$	11		$	—		$	1,780
Charge-offs	(130		)	—			—			—		—			—		—			—		—		(7		)	—			(137		)
Recoveries	43			—			—			—		—			—		—			—		—		3			—			46
(Benefit) provision	(4		)	(18		)	10			3		216			49		38			30		78		5			—			407
Ending Balance	$	287		$	236		$	72		$	43	$	884		$	208	$	187		$	64	$	103	$	12		$	—		$	2,096
At September 30, 2014
Allowance for loan losses
Individually evaluated for impairment	$	7		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	7
Collectively evaluated for impairment	280			240			52			112		834			310		128			90		68		4			11			2,129
	$	287		$	240		$	52		$	112	$	834		$	310	$	128		$	90	$	68	$	4		$	11		$	2,136
Loans
Individually evaluated for impairment	$	317		$	28		$	—		$	—	$	297		$	—	$	—		$	—	$	—	$	—		$	—		$	642
Collectively evaluated for impairment	88,475			15,856			9,438			14,894		54,698			17,769		14,392			10,015		4,288		347			—			230,172
	$	88,792		$	15,884		$	9,438		$	14,894	$	54,995		$	17,769	$	14,392		$	10,015	$	4,288	$	347		$	—		$	230,814
At December 31, 2013
Allowance for loan losses
Individually evaluated for impairment	$	7		$	49		$	—		$	—	$	277		$	—	$	—		$	—	$	—	$	—		$	—		$	333
Collectively evaluated for impairment	277			225			61			108		779			291		133			66		63		15			45			2,063
	$	284		$	274		$	61		$	108	$	1,056		$	291	$	133		$	66	$	63	$	15		$	45		$	2,396
Loans
Individually evaluated for impairment	$	321		$	428		$	—		$	—	$	2,406		$	—	$	—		$	—	$	—	$	—		$	—		$	3,155
Collectively evaluated for impairment	92,129			14,971			11,089			14,462		51,866			16,681		9,848			7,304		3,955		408			—			222,713
	$	92,450		$	15,399		$	11,089		$	14,462	$	54,272		$	16,681	$	9,848		$	7,304	$	3,955	$	408		$	—		$	225,868

Summary of past-due and non-accrual loans

	Loans delinquent for:												90 days
					90 days		Total		Total		Total		or more		Non-accrual
	30 - 59 Days		60 - 89 Days		or more		Past Due		Current		Loans		and accruing		Loans
	(In thousands)
At September 30, 2014
Residential loans:
One- to four-family	$	—	$	312	$	641	$	953	$	87,839	$	88,792	$	—	$	953
Home equity loans and lines of credit	31		—		74		105		15,779		15,884		—		74
Commercial loans:
One- to four-family investment property	—		—		—		—		9,438		9,438		—		—
Multi-family real estate	—		—		—		—		14,894		14,894		—		—
Commercial real estate	297		—		—		297		54,698		54,995		—		—
Commercial business	—		—		—		—		17,769		17,769		—		—
Construction loans:
One- to four-family	—		—		—		—		14,392		14,392		—		—
Multi-family	—		—		—		—		10,015		10,015		—		—
Non-residential	—		—		—		—		4,288		4,288		—		—
Consumer	12		3		2		17		330		347		—		2
Total	$	340	$	315	$	717	$	1,372	$	229,442	$	230,814	$	—	$	1,029
At December 31, 2013
Residential loans:
One- to four-family	$	—	$	245	$	—	$	245	$	92,205	$	92,450	$	—	$	—
Home equity loans and lines of credit	15		—		399		414		14,985		15,399		—		399
Commercial loans:
One- to four-family investment property	—		—		—		—		11,089		11,089		—		—
Multi-family real estate	—		—		—		—		14,462		14,462		—		—
Commercial real estate	—		267		—		267		54,005		54,272		—		—
Commercial business	—		—		—		—		16,681		16,681		—		—
Construction loans:
One- to four-family	—		—		—		—		9,848		9,848		—		—
Multi-family	—		—		—		—		7,304		7,304		—		—
Non-residential	—		—		—		—		3,955		3,955		—		—
Consumer	1		—		—		1		407		408		—		—
Total	$	16	$	512	$	399	$	927	$	224,941	$	225,868	$	—	$	399

Schedule of analysis of impaired loans

			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)
At September 30, 2014
Impaired loans without a valuation allowance
Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit	28		28		—		29		—
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	297		297		—		299		13
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total impaired with no related allowance	$	325	$	325	$	—	$	328	$	13
Impaired loans with a valuation allowance
Residential loans:
One- to four-family	$	317	$	317	$	7	$	319	$	12
Home equity loans and lines of credit	—		—		—		159		—
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	—		—		—		555		8
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total with an allowance recorded	$	317	$	317	$	7	$	1,033	$	20
At December 31, 2013
Impaired loans without a valuation allowance
Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit	29		29		—		31		1
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	301		301		—		304		18
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total impaired with no related allowance	$	330	$	330	$	—	$	335	$	19
Impaired loans with a valuation allowance
Residential loans:
One- to four-family	$	321	$	321	$	7	$	379	$	13
Home equity loans and lines of credit	399		399		49		377		2
Commercial loans:
One- to four-family investment property	—		—		—		—		—
Multi-family real estate	—		—		—		—		—
Commercial real estate	2,105		2,208		277		2,105		104
Commercial business	—		—		—		—		—
Construction loans:
One- to four-family	—		—		—		—		—
Multi-family	—		—		—		—		—
Non-residential	—		—		—		—		—
Consumer	—		—		—		—		—
Total with an allowance recorded	$	2,825	$	2,928	$	333	$	2,861	$	119

Schedule of loans by risk rating

	Residential				Commercial								Construction
	One- to four- family		Home equity loans and lines of credit		One- to four- family investment property		Multi-family real estate		Commercial real estate		Commercial business		One- to four- family		Multi-family		Non- residential		Consumer		Total
	(In thousands)
At September 30, 2014
Classification:
Not formally rated	$	87,522	$	15,810	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	345	$	103,677
Pass	—		—		9,438		14,894		54,995		17,769		14,392		10,015		4,288		—		125,791
Special mention	—		—		—		—		—		—		—		—		—		—		—
Substandard	1,270		74		—		—		—		—		—		—		—		2		1,346
Doubtful	—		—		—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—		—		—
Total loans	$	88,792	$	15,884	$	9,438	$	14,894	$	54,995	$	17,769	$	14,392	$	10,015	$	4,288	$	347	$	230,814
At December 31, 2013
Classification:
Not formally rated	$	92,129	$	15,000	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	408	$	107,537
Pass	—		—		11,089		14,462		51,900		16,681		9,848		7,304		3,955		—		115,239
Special mention	—		—		—		—		—		—		—		—		—		—		—
Substandard	321		399		—		—		2,372		—		—		—		—		—		3,092
Doubtful	—		—		—		—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—		—		—		—
Total loans	$	92,450	$	15,399	$	11,089	$	14,462	$	54,272	$	16,681	$	9,848	$	7,304	$	3,955	$	408	$	225,868

Summary of mortgage servicing rights capitalized and amortized, along with the aggregate activity-related valuation allowances

	Nine Months Ended
	September 30,
	2014			2013
	(In thousands)
Mortgage servicing rights:
Balance at beginning of period	$	1,084		$	910
Additions	62			440
Amortization	(266		)	(254		)
Balance at end of period	880			1,096
Valuation allowances:
Balance at beginning of period	26			20
Additions	—			58
Recoveries	(24		)	(15		)
Balance at end of period	2			63
Mortgage servicing assets, net	$	878		$	1,033
Fair value of mortgage servicing assets	$	1,364		$	1,286