Georgetown Bancorp, Inc. - FORM 10-Q

Attached files

file	filename
EX-32 - EX-32 - Georgetown Bancorp, Inc.	gtwn-20150930xex32.htm
EX-31.1 - EX-31.1 - Georgetown Bancorp, Inc.	gtwn-20150930ex311da6e1c.htm
EX-31.2 - EX-31.2 - Georgetown Bancorp, Inc.	gtwn-20150930ex312112689.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2015

☐TRANSITION 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 ☒ No ☐

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

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

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒

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

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: Common Stock, $0.01 par value, 1,828,238 shares outstanding as of November 5, 2015.

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Form 10-Q

GEORGETOWN BANCORP, INC.

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		Page

Part I. Financial Information

Item 1:	Financial Statements

	Consolidated Statements of Financial Condition at September 30, 2015 (unaudited) and December 31, 2014	1

	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	3

	Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2015 and 2014 (unaudited)	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4:	Controls and Procedures	40

Part II. Other Information

Item 1:	Legal Proceedings	41
Item 1A:	Risk Factors	41
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3:	Defaults upon Senior Securities	41
Item 4:	Mine Safety Disclosures	41
Item 5:	Other Information	41
Item 6:	Exhibits	41

SIGNATURES		43

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PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


	At		At
	September 30,		December 31,
	2015		2014
	(Unaudited)
	(In thousands, except share data)
ASSETS

Cash and due from banks	$	1,547	$	2,382
Short-term investments		4,980		2,536
Total cash and cash equivalents		6,527		4,918

Securities available for sale, at fair value		20,078		19,526
Securities held to maturity, at amortized cost (fair value of $739 at September 30, 2015 and $916 at December 31, 2014)		677		837
Federal Home Loan Bank stock, at cost		2,917		2,907
Bankers Bank Northeast stock, at cost		60		—
Loans held for sale		—		990
Loans, net of allowance for loan losses of $2,346 at September 30, 2015 and $2,229 at December 31, 2014		248,156		231,293
Premises and equipment, net		3,609		3,819
Accrued interest receivable		825		752
Bank-owned life insurance		3,075		2,999
Other assets		1,516		2,979

Total assets	$	287,440	$	271,020

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits	$	194,184	$	182,354
Short-term Federal Home Loan Bank advances		31,000		30,000
Long-term Federal Home Loan Bank advances		27,100		24,600
Mortgagors’ escrow accounts		1,623		1,194
Accrued expenses and other liabilities		2,011		2,160
Total liabilities		255,918		240,308

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value per share: 50,000,000 shares authorized at September 30, 2015 and December 31, 2014; none outstanding		—		—
Common stock, $0.01 par value per share: 100,000,000 shares authorized, 1,828,238 shares issued at September 30, 2015 and 1,827,131 shares issued at December 31, 2014		18		18
Additional paid-in capital		19,356		19,245
Retained earnings		13,391		12,593
Accumulated other comprehensive income		179		143
Unearned compensation - ESOP (81,443 shares unallocated at September 30, 2015 and 86,886 shares unallocated at December 31, 2014)		(857)		(918)
Unearned compensation - Restricted stock (44,866 shares non-vested at September 30, 2015 and 37,071 shares non-vested at December 31, 2014)		(565)		(369)
Total stockholders’ equity		31,522		30,712

Total liabilities and stockholders’ equity	$	287,440	$	271,020

See accompanying notes to consolidated financial statements.

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GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands, except share and per share data)

Interest and dividend income:
Loans, including fees	$	2,841	$	2,655	$	8,289	$	7,908
Securities		146		147		432		435
Short-term investments		2		1		5		3
Total interest and dividend income		2,989		2,803		8,726		8,346

Interest expense:
Deposits		270		213		754		617
Short-term Federal Home Loan Bank advances		14		16		35		45
Long-term Federal Home Loan Bank advances		147		142		448		412
Total interest expense		431		371		1,237		1,074

Net interest and dividend income		2,558		2,432		7,489		7,272
Provision for loan losses		111		1		138		1
Net interest and dividend income, after provision for loan losses		2,447		2,431		7,351		7,271

Non-interest income:
Customer service fees		189		160		539		494
Mortgage banking income, net		61		56		112		179
Gain on sale of SBA loans		86		—		86		—
Income from bank-owned life insurance		26		25		76		75
Net gain on sale of other real estate owned		—		—		—		8
Other		12		8		26		19
Total non-interest income		374		249		839		775

Non-interest expenses:
Salaries and employee benefits		1,214		1,138		3,652		3,554
Occupancy and equipment expenses		262		236		793		731
Data processing expenses		151		136		476		452
Professional fees		123		124		365		394
Advertising expenses		87		88		263		263
FDIC insurance		42		42		126		127
Other general and administrative expenses		248		289		848		868
Total non-interest expenses		2,127		2,053		6,523		6,389

Income before income taxes		694		627		1,667		1,657

Income tax provision		269		237		629		618

Net income	$	425	$	390	$	1,038	$	1,039

Weighted-average number of common shares outstanding:
Basic		1,745,431		1,737,511		1,748,320		1,738,950
Diluted		1,753,009		1,742,091		1,756,740		1,744,004

Net income per share:
Basic	$	0.24	$	0.22	$	0.59	$	0.60
Diluted	$	0.24	$	0.22	$	0.59	$	0.60

Dividends paid per share	$	0.0475	$	0.0425	$	0.1375	$	0.125

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See accompanying notes to consolidated financial statements.

GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands)

Net income	$	425	$	390	$	1,038	$	1,039

Net unrealized gain (loss) on securities available for sale		236		(58)		56		599
Income tax (provision) benefit		(83)		18		(20)		(217)
Other comprehensive income (loss), net of tax		153		(40)		36		382

Comprehensive income	$	578	$	350	$	1,074	$	1,421

See accompanying notes to consolidated financial statements.

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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, 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)		—
Forfeiture of restricted stock (8,105 shares)		—		(108)		—		—		—		108		—
Purchased stock related to vested restricted stock (2,417 shares)		—		(36)		—		—		—		—		(36)
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

Balance at December 31, 2014	$	18	$	19,245	$	12,593	$	143	$	(918)	$	(369)	$	30,712

Net income		—		—		1,038		—		—		—		1,038
Other comprehensive income		—		—		—		36		—		—		36
Cash dividends paid ($0.1375 per share)		—		—		(240)		—		—		—		(240)
Repurchased stock related to buyback program (17,000 shares)		—		(315)		—		—		—		—		(315)
Common stock held by ESOP allocated or committed to be allocated (5,430 shares)		—		37		—		—		61		—		98
Restricted stock granted in connection with equity incentive plan (20,000 shares)		—		351		—		—		—		(351)		—
Purchased stock related to vested restricted stock (3,091 shares)		—		(54)		—		—		—		—		(54)
Exercise of stock options (1,198 shares)		—		11		—		—		—		—		11
Share based compensation - options		—		66		—		—		—		—		66
Share based compensation - restricted stock		—		—		—		—		—		155		155
Excess tax benefit from share-based compensation		—		15		—		—		—		—		15

Balance at September 30, 2015	$	18	$	19,356	$	13,391	$	179	$	(857)	$	(565)	$	31,522

See accompanying notes to consolidated financial statements.

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GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended
	September 30,
	2015		2014
	(In thousands)

Cash flows from operating activities:
Net income	$	1,038	$	1,039
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		138		1
Amortization of securities, net		99		95
Net change in deferred loan fees and costs		64		(8)
Depreciation and amortization expense		290		247
(Increase) decrease in accrued interest receivable		(73)		9
Income from bank-owned life insurance		(76)		(75)
Stock-based compensation expense		319		208
Gain on sale of loans		(122)		(139)
Loans originated for sale		(2,500)		(14,399)
Proceeds from sales of loans		3,612		14,628
Gain on sale of other real estate owned		—		(8)
Net change in other assets and liabilities		1,294		560
Net cash provided by operating activities		4,083		2,158

Cash flows from investing activities:
Activity in securities available for sale:
Maturities, prepayments and calls		1,948		1,408
Purchases		(2,544)		(2,558)
Maturities, prepayments and calls of securities held to maturity		161		182
Purchase of Federal Home Loan Bank stock		(10)		—
Purchase of Bankers Bank Northeast stock		(60)		—
Loan originations, net		(9,454)		(5,207)
Principal balance of loans purchased		(7,611)		—
Proceeds from sale of other real estate owned		—		8
Purchase of premises and equipment		(157)		(370)
Proceeds from sale of premises and equipment		77		—
Net cash used by investing activities		(17,650)		(6,537)

(continued)

See accompanying notes to consolidated financial statements.

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GEORGETOWN BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(concluded)


	Nine Months Ended
	September 30,
	2015		2014
	(In thousands)

Cash flows from financing activities:
Net change in deposits		11,830		7,204
Net change in Federal Home Loan Bank advances with maturities of three months or less		1,000		(4,075)
Proceeds from Federal Home Loan Bank advances with maturities greater than three months		5,000		3,000
Repayments of Federal Home Loan Bank advances with maturities greater than three months		(2,500)		(1,000)
Net change in mortgagors’ escrow accounts		429		115
Repurchase of common stock		(369)		(288)
Cash dividends paid on common stock		(240)		(228)
Exercise of stock options		11		6
Excess tax benefit on share-based compensation		15		—
Net cash provided by financing activities		15,176		4,734

Net change in cash and cash equivalents		1,609		355

Cash and cash equivalents at beginning of period		4,918		6,295

Cash and cash equivalents at end of period	$	6,527	$	6,650

Supplementary information:
Interest paid on deposit accounts	$	752	$	614
Interest paid on advances		481		454
Income taxes paid		941		497

See accompanying notes to consolidated financial statements.

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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 U.S. generally accepted accounting principles (“GAAP”) for interim financial information and 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 GAAP. 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 periods ended September 30, 2015 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, 2014 Consolidated Financial Statements presented in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on March 30, 2015. 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.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates and such differences could be material to the financial statements.

(2)Corporate Structure

The Company completed a “second step” conversion to a fully public stock holding company on July 11, 2012. The Bank is a wholly owned subsidiary of the Company. Georgetown Securities Corporation, established in 1995 as a Massachusetts securities corporation for the purpose of buying, selling and holding securities on its own behalf, is a wholly owned subsidiary of the Bank.

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(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,
	2015		2014		2015		2014

Net income available to common stockholders	$	425,000	$	390,000	$	1,038,000	$	1,039,000

Basic common shares:
Weighted average shares outstanding		1,783,193		1,788,880		1,789,422		1,789,527
Less: Weighted average unallocated ESOP shares		(82,630)		(89,870)		(84,440)		(91,680)
Add: Weighted average unvested restricted stock shares with non-forfeitable dividend rights		44,868		38,501		43,338		41,103
Basic weighted average common shares outstanding		1,745,431		1,737,511		1,748,320		1,738,950

Dilutive potential common shares		7,578		4,580		8,420		5,054

Diluted weighted average common shares outstanding		1,753,009		1,742,091		1,756,740		1,744,004

Basic earnings per share	$	0.24	$	0.22	$	0.59	$	0.60

Diluted earnings per share	$	0.24	$	0.22	$	0.59	$	0.60

Options to purchase 90,483 shares, representing all outstanding options, were included in the computation of diluted earnings per share for the three and nine months ended September 30, 2015. 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 months ended September 30, 2014.

(4)Recent Accounting Pronouncements

In May 2014 and August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 and 2015-14, “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. The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 15, 2019. Earlier application is permitted only as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period, or an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which an entity first applies the guidance

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in ASU 2014-09.. The Company is currently reviewing ASUs 2014-09 and 2015-14 to determine if they will have an impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. The guidance should be applied on a retrospective basis. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05, “Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820) - Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” The objective of this update is to address the diversity in practice related to how certain investments measured at net asset value with redemption dates in the future are categorized within the fair value hierarchy. The amendments in this update remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

In June 2015, the FASB issued ASU 2015-15, “Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” The guidance in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. This ASU amends SEC paragraphs in the codification pursuant to the Staff Announcement at the June 18, 2015 Emerging Issue Task Force (“EITF”) Meeting, to clarify that the staff “would not object” to an entity deferring and presenting these debt issuance costs as an asset and subsequently amortizing these costs ratably over the term of the line- of- credit arrangement, regardless of whether there are outstanding borrowings on the line. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

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(5)Securities

A summary of securities is as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(In thousands)

At September 30, 2015

Securities available for sale

State and municipal	$	2,422	$	58	$	(5)	$	2,475

Residential mortgage-backed securities		17,376		254		(27)		17,603

Total securities available for sale	$	19,798	$	312	$	(32)	$	20,078

Securities held to maturity

Residential mortgage-backed securities	$	677	$	62	$	—	$	739

At December 31, 2014


State and municipal	$	2,458	$	54	$	(5)	$	2,507

Residential mortgage-backed securities		16,844		234		(59)		17,019

Total securities available for sale	$	19,302	$	288	$	(64)	$	19,526

Securities held to maturity

Residential mortgage-backed securities	$	837	$	79	$	—	$	916

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, 2015 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)

After five years through ten years	$	271	$	280	$	—	$	—
Over ten years		2,151		2,195		—		—
		2,422		2,475		—		—
Residential mortgage-backed securities		17,376		17,603		677		739

	$	19,798	$	20,078	$	677	$	739

There were no sales of securities for the three and nine months ended September 30, 2015 and 2014.

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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 Longer
	Gross				Gross
	Unrealized		Fair		Unrealized		Fair
	Losses		Value		Losses		Value
	(In thousands)
At September 30, 2015

Securities available for sale

State and municipal	$	—	$	—	$	(5)	$	511

Residential mortgage-backed securities		—		—		(27)		3,391

Total temporarily impaired securities	$	—	$	—	$	(32)	$	3,902

At December 31, 2014

Securities available for sale

State and municipal	$	—	$	—	$	(5)	$	805

Residential mortgage-backed securities		—		—		(59)		5,456

Total temporarily impaired securities	$	—	$	—	$	(64)	$	6,261

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, 2015, four securities classified as available for sale had an unrealized loss with aggregate depreciation of 0.81% 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 issued by government sponsored enterprises 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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(6)Loans and Servicing

Loans

A summary of loans is as follows:


	At				At
	September 30,				December 31,
	2015				2014
	Amount		Percent		Amount		Percent
	(Dollars in thousands)
Residential loans:
One- to four-family	$	82,803	33.10	%	$	84,199	36.12	%
Home equity loans and lines of credit		18,581	7.43			16,499	7.08
Total residential mortgage loans		101,384	40.53			100,698	43.20

Commercial loans:
One- to four-family investment property		12,260	4.90			8,345	3.58
Multi-family real estate		23,338	9.33			15,020	6.44
Commercial real estate		66,292	26.50			62,227	26.69
Commercial business		18,828	7.52			17,838	7.65
Total commercial loans		120,718	48.25			103,430	44.36

Construction loans:
One- to four-family		14,511	5.80			13,056	5.60
Multi-family		7,821	3.13			10,842	4.65
Non-residential		5,492	2.19			4,828	2.07
Total construction loans		27,824	11.12			28,726	12.32

Consumer		261	0.10			289	0.12

Total loans		250,187	100.00	%		233,143	100.00	%

Other items:
Net deferred loan costs		315				379
Allowance for loan losses		(2,346)				(2,229)

Total loans, net	$	248,156			$	231,293

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An analysis of the allowance for loan losses for the nine months ended September 30, 2015 and 2014 and at September 30, 2015 and December 31, 2014 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‑
			Home equity		family
	One‑ to four‑		loans and		investment		Multi‑family		Commercial		Commercial		One‑ to four‑				Non-
	family		lines of credit		property		real estate		real estate		business		family		Multi‑family		residential		Consumer		Unallocated		Total
	(In thousands)

Allowance for loan losses

Nine Months Ended September 30, 2015
Beginning Balance	$	273	$	249	$	46	$	113	$	943	$	311	$	117	$	97	$	77	$	3	$	—	$	2,229
Charge-offs		—		—		—		—		—		(22)		—		—		—		(3)		—		(25)
Recoveries		—		1		—		—		—		—		—		—		—		3		—		4
(Benefit) provision		(72)		30		27		62		65		39		12		(31)		7		(1)		—		138
Ending Balance	$	201	$	280	$	73	$	175	$	1,008	$	328	$	129	$	66	$	84	$	2	$	—	$	2,346

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

At September 30, 2015

Allowance for loan losses
Individually evaluated for impairment	$	7	$	—	$	7	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	14
Collectively evaluated for impairment		194		280		66		175		1,008		328		129		66		84		2		—		2,332
	$	201	$	280	$	73	$	175	$	1,008	$	328	$	129	$	66	$	84	$	2	$	—	$	2,346

Loans
Individually evaluated for impairment	$	919	$	105	$	89	$	—	$	290	$	—	$	—	$	—	$	—	$	—	$	—	$	1,403
Collectively evaluated for impairment		81,884		18,476		12,171		23,338		66,002		18,828		14,511		7,821		5,492		261		—		248,784
	$	82,803	$	18,581	$	12,260	$	23,338	$	66,292	$	18,828	$	14,511	$	7,821	$	5,492	$	261	$	—	$	250,187

At December 31, 2014

Allowance for loan losses
Individually evaluated for impairment	$	7	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	7
Collectively evaluated for impairment		266		249		46		113		943		311		117		97		77		3		—		2,222
	$	273	$	249	$	46	$	113	$	943	$	311	$	117	$	97	$	77	$	3	$	—	$	2,229

Loans
Individually evaluated for impairment	$	317	$	27	$	—	$	—	$	295	$	—	$	—	$	—	$	—	$	—	$	—	$	639
Collectively evaluated for impairment		83,882		16,472		8,345		15,020		61,932		17,838		13,056		10,842		4,828		289		—		232,504
	$	84,199	$	16,499	$	8,345	$	15,020	$	62,227	$	17,838	$	13,056	$	10,842	$	4,828	$	289	$	—	$	233,143

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The following is a summary of past-due and non-accrual loans at September 30, 2015 and December 31, 2014. 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, 2015
Residential loans:
One- to four-family	$	—	$	128	$	651	$	779	$	82,024	$	82,803	$	—	$	779
Home equity loans and lines of credit		47		—		—		47		18,534		18,581		—		—

Commercial loans:
One- to four-family investment property		—		—		—		—		12,260		12,260		—		—
Multi-family real estate		—		—		—		—		23,338		23,338		—		—
Commercial real estate		290		—		—		290		66,002		66,292		—		—
Commercial business		15		—		—		15		18,813		18,828		—		—

Construction loans:
One- to four-family		—		—		—		—		14,511		14,511		—		—
Multi-family		—		—		—		—		7,821		7,821		—		—
Non-residential		—		—		—		—		5,492		5,492		—		—

Consumer		4		—		—		4		257		261		—		—
Total	$	356	$	128	$	651	$	1,135	$	249,052	$	250,187	$	—	$	779


	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 December 31, 2014
Residential loans:
One- to four-family	$	—	$	620	$	641	$	1,261	$	82,938	$	84,199	$	—	$	951
Home equity loans and lines of credit		38		13		—		51		16,448		16,499		—		—

Commercial loans:
One- to four-family investment property		—		—		—		—		8,345		8,345		—		—
Multi-family real estate		—		—		—		—		15,020		15,020		—		—
Commercial real estate		295		—		—		295		61,932		62,227		—		—
Commercial business		—		—		—		—		17,838		17,838		—		—

Construction loans:
One- to four-family		—		—		—		—		13,056		13,056		—		—
Multi-family		—		—		—		—		10,842		10,842		—		—
Non-residential		—		—		—		—		4,828		4,828		—		—

Consumer		—		—		2		2		287		289		—		2
Total	$	333	$	633	$	643	$	1,609	$	231,534	$	233,143	$	—	$	953

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The following is a summary of impaired loans at September 30, 2015 and December 31, 2014, and for the nine months and year then ended, respectively.


			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)
At September 30, 2015
Impaired loans without a valuation allowance

Residential loans:
One- to four-family	$	606	$	606	$	—	$	61	$	4
Home equity loans and lines of credit		105		105		—		34		1
Commercial loans:
One- to four-family investment property		—		—		—		—		—
Multi-family real estate		—		—		—		—		—
Commercial real estate		290		290		—		293		13
Commercial business		—		—		—		96		9
Construction loans:
One- to four-family		—		—		—		—		—
Multi-family		—		—		—		—		—
Non-residential		—		—		—		—		—
Consumer		—		—		—		—		—

Total impaired with no related allowance	$	1,001	$	1,001	$	—	$	484	$	27

Impaired loans with a valuation allowance

Residential loans:
One- to four-family	$	313	$	313	$	7	$	314	$	12
Home equity loans and lines of credit		—		—		—		—		—
Commercial loans:
One- to four-family investment property		89		89		7		45		2
Multi-family real estate		—		—		—		—		—
Commercial real estate		—		—		—		—		—
Commercial business		—		—		—		—		—
Construction loans:
One- to four-family		—		—		—		—		—
Multi-family		—		—		—		—		—
Non-residential		—		—		—		—		—
Consumer		—		—		—		—		—

Total with an allowance recorded	$	402	$	402	$	14	$	359	$	14

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			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(In thousands)
At December 31, 2014
Impaired loans without a valuation allowance

Residential loans:
One- to four-family	$	—	$	—	$	—	$	—	$	—
Home equity loans and lines of credit		27		27		—		28		1
Commercial loans:
One- to four-family investment property		—		—		—		—		—
Multi-family real estate		—		—		—		—		—
Commercial real estate		295		295		—		298		18
Commercial business		—		—		—		—		—
Construction loans:
One- to four-family		—		—		—		—		—
Multi-family		—		—		—		—		—
Non-residential		—		—		—		—		—
Consumer		—		—		—		—		—

Total impaired with no related allowance	$	322	$	322	$	—	$	326	$	19

Impaired loans with a valuation allowance

Residential loans:
One- to four-family	$	317	$	317	$	7	$	319	$	16
Home equity loans and lines of credit		—		—		—		123		—
Commercial loans:
One- to four-family investment property		—		—		—		—		—
Multi-family real estate		—		—		—		—		—
Commercial real estate		—		—		—		426		8
Commercial business		—		—		—		—		—
Construction loans:
One- to four-family		—		—		—		—		—
Multi-family		—		—		—		—		—
Non-residential		—		—		—		—		—
Consumer		—		—		—		—		—

Total with an allowance recorded	$	317	$	317	$	7	$	868	$	24

The Company had two loan relationships that were classified as troubled debt restructures (“TDR”) totaling $776,000 during the nine months ended September 30, 2015. The first relationship involved two commercial business loans totaling $235,000 guaranteed by two individuals. During the nine months ended September 30, 2015, the business was sold and net proceeds of $100,000 were applied to the outstanding balances leaving a combined deficiency or pre-modification balance of $135,000. The $135,000 balance was modified into two loans held individually by the personal guarantors of the original loans on a pro-rated basis based on their respective ownership percentages. The first loan had a $45,000 balance and the borrower made a $22,500 cash payment and the remaining $22,500 balance was charged off to the allowance for loan losses resulting in a post-modification balance of zero. The remaining balance was modified into a one- to four-family investment property loan with a post modification balance of $90,000. The TDR did not result in a material impact to the allowance for loan losses. The second relationship involved a one- to four-family residential loan totaling $606,000 to one individual. During the nine months ended September 30, 2015, the loan was modified to include a second individual and additional residential collateral was added. The loan, with a post modification balance of $606,000, was restructured into an interest only note with maturity in 24 months. A second loan, an interest only home equity loan with maturity in 24 months, representing the real estate taxes paid by the Company on behalf of the borrower, was established as part of the Forbearance Agreement. The home equity loan had a post modification balance of $80,000. As part of the Forbearance Agreement, the borrower will be working to develop land for potential sale which

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is collateralizing the TDR loan and the Company will receive 100% of the net proceeds to pay down the outstanding principle balance of the TDR. When the loans mature, any remaining balance due must be paid in full or refinanced at that time. The TDR did not result in a material impact to the allowance for loan losses. There is no commitment to lend additional funds to the borrowers whose loans were modified during the nine months ended September 30, 2015. There were no loan modifications made that resulted in a TDR during the nine months ended September 30, 2014.

At September 30, 2015 and December 31, 2014, there were no TDR loans in default of their modified terms.

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The following table represents the Company’s loans by risk rating at September 30, 2015 and December 31, 2014. 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‑
			Home equity		family
	One‑ to four‑		loans and lines		investment		Multi‑family		Commercial		Commercial		One‑ to four‑				Non-
	family		of credit		property		real estate		real estate		business		family		Multi‑family		residential		Consumer		Total
	(In thousands)
At September 30, 2015

Classification:
Not formally rated	$	81,106	$	18,501	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	261	$	99,868
Pass		—		—		12,171		23,338		66,292		18,828		14,511		7,821		5,492		—		148,453
Special mention		—		—		—		—		—		—		—		—		—		—		—
Substandard		1,697		80		89		—		—		—		—		—		—		—		1,866
Doubtful		—		—		—		—		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—		—		—		—		—
Total loans	$	82,803	$	18,581	$	12,260	$	23,338	$	66,292	$	18,828	$	14,511	$	7,821	$	5,492	$	261	$	250,187

At December 31, 2014

Classification:
Not formally rated	$	82,311	$	16,499	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	287	$	99,097
Pass		—		—		8,345		15,020		62,227		17,838		13,056		10,842		4,828		—		132,156
Special mention		—		—		—		—		—		—		—		—		—		—		—
Substandard		1,888		—		—		—		—		—		—		—		—		2		1,890
Doubtful		—		—		—		—		—		—		—		—		—		—		—
Loss		—		—		—		—		—		—		—		—		—		—		—
Total loans	$	84,199	$	16,499	$	8,345	$	15,020	$	62,227	$	17,838	$	13,056	$	10,842	$	4,828	$	289	$	233,143

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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 $103.7 million and $113.4 million at September 30, 2015 and December 31, 2014, 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 $1.1 million and $1.3 million at September 30, 2015 and December 31, 2014, respectively, 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.

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


	Nine Months Ended
	September 30,
	2015		2014
	(In thousands)

Mortgage servicing rights:
Balance at beginning of period	$	840	$	1,084
Additions		10		62
Amortization		(255)		(266)
Balance at end of period		595		880

Valuation allowance:
Balance at beginning of period		6		26
Additions		13		—
Reductions		(15)		(24)
Balance at end of period		4		2

Mortgage servicing assets, net	$	591	$	878

Fair value of mortgage servicing assets	$	1,140	$	1,364

(7)Secured Borrowings and Collateral

Federal Home Loan Bank advances

At September 30, 2015 all Federal Home Loan Bank of Boston (“FHLB”) advances were secured by a blanket security agreement on qualified collateral, principally first mortgage loans on owner-occupied residential property in the amount of $70.5 million, $26.3 million commercial real estate loans and mortgage-backed securities with a fair value of $18.3 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, 2015, 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.

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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 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, 2015.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014 are summarized below.


							Total
							Assets
	Level 1		Level 2		Level 3		at Fair Value
	(In thousands)
At September 30, 2015

Assets

Securities available for sale

State and municipal	$	—	$	2,475	$	—	$	2,475

Residential mortgage-backed securities		—		17,603		—		17,603

Total securities available for sale	$	—	$	20,078	$	—	$	20,078

At December 31, 2014

Assets

Securities available for sale

State and municipal	$	—	$	2,507	$	—	$	2,507

Residential mortgage-backed securities		—		17,019		—		17,019

Total securities available for sale	$	—	$	19,526	$	—	$	19,526

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The Company may also be required, from time to time, to measure certain other financial assets at fair value 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, 2015 and December 31, 2014 are summarized below. The fair value adjustments relate to the amount of write-down recorded or related allowance recorded as of September 30, 2015 and December 31, 2014.


							Assets		Adjustments
	Level 1		Level 2		Level 3		at Fair Value		to Fair Value
	(In thousands)
At September 30, 2015

Impaired loans	$	—	$	—	$	388	$	388	$	(14)


							Assets		Adjustments
	Level 1		Level 2		Level 3		At Fair Value		to Fair Value
	(In thousands)
At December 31, 2014

Impaired loans	$	—	$	—	$	310	$	310	$	(7)

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 (FHLB) and Bankers Bank Northeast (BBN) stock: Fair value is based on redemption provisions of the FHLB and BBN. The FHLB and BBN stock have 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% 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

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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.

Mortgagors’ escrow accounts: The fair value of mortgagors’ escrow accounts approximates carrying value.

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

Off-balance-sheet instruments: The fair value of commitments to originate loans is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments and the unadvanced portion of loans, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligation with the counterparties at the reporting date. At September 30, 2015 and December 31, 2014, 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, 2015 and December 31, 2014 are as follows.


	September 30, 2015
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	6,527	$	6,527	$	—	$	—	$	6,527
Securities available for sale		20,078		—		20,078		—		20,078
Securities held to maturity		677		—		739		—		739
FHLB stock		2,917		2,917		—		—		2,917
Bankers Bank Northeast stock		60		60		—		—		60
Loans, net		248,156		—		—		248,853		248,853
Accrued interest receivable		825		825		—		—		825
Capitalized mortgage servicing rights		591		—		1,140		—		1,140

Financial liabilities:
Deposits	$	194,184	$	—	$	194,400	$	—	$	194,400
Short-term FHLB advances		31,000		31,000		—		—		31,000
Long-term FHLB advances		27,100		—		27,309		—		27,309
Mortgagors’ escrow accounts		1,623		1,623		—		—		1,623
Accrued interest payable		56		56		—		—		56

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	December 31, 2014
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
Financial assets:
Cash and cash equivalents	$	4,918	$	4,918	$	—	$	—	$	4,918
Securities available for sale		19,526		—		19,526		—		19,526
Securities held to maturity		837		—		916		—		916
FHLB stock		2,907		2,907		—		—		2,907
Loans held for sale		990		1,016		—		—		1,016
Loans, net		231,293		—		—		231,971		231,971
Accrued interest receivable		752		752		—		—		752
Capitalized mortgage servicing rights		834		—		1,335		—		1,335

Financial liabilities:
Deposits	$	182,354	$	—	$	182,799	$	—	$	182,799
Short-term FHLB advances		30,000		30,000		—		—		30,000
Long-term FHLB advances		24,600		—		24,847		—		24,847
Mortgagors’ escrow accounts		1,194		1,194		—		—		1,194
Accrued interest payable		52		52		—		—		52

(9)Equity Incentive Plans

At September 30, 2015 the Company had two equity incentive plans, the 2009 Equity Plan and the 2014 Equity Plan. Both plans were described more fully in Note 12 of the consolidated financial statements and notes thereto for the year ended December 31, 2014.

The following table presents the activity for the 2009 and 2014 Equity Plans for the nine months ended September 30, 2015.


	Stock Options
			Weighted
			Average
	Number of		Exercise
	Shares		Price

Outstanding at beginning of year		61,681	$	12.13
Granted		30,000	$	17.55
Exercised		(1,198)	$	9.48

Outstanding at end of year		90,483	$	13.96

Exercisable at end of year		35,625

Weighted average fair value of options granted during the year	$	5.91

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Options Outstanding					Options Exercisable
Number	Weighted-Average		Weighted		Number	Weighted
Outstanding	Remaining		Average		Exercisable	Average
as of 9/30/2015	Contractual Life		Exercise Price		as of 9/30/2015	Exercise Price

9,162	4.40	Years	$	9.33	9,162	$	9.33
10,117	5.40	Years	$	9.55	8,856	$	9.55
8,778	6.40	Years	$	9.58	6,358	$	9.58
15,316	7.40	Years	$	14.00	7,106	$	14.00
17,110	8.40	Years	$	14.98	4,143	$	15
30,000	9.40	Years	$	17.55	—	$	—
90,483	7.63	Years	$	13.96	35,625	$	11.02


	Non-vested
	Restricted Stock
		Weighted
		Average
	Number of	Grant Date
	Shares	Value

Outstanding at beginning of year	37,071	$	12.85
Granted	20,000	$	17.55
Vested	(12,205)	$	11.89

Outstanding at end of year	44,866	$	15.21

As of September 30, 2015, unrecognized share-based compensation expense related to non-vested options amounted to $254,000 and the unrecognized share-based compensation expense related to non-vested restricted stock amounted to $565,000. The unrecognized expense related to the non-vested options and non-vested restricted stock will be recognized over a weighted average period of 3.3 years.

For the nine months ended September 30, 2015, the Company recognized compensation expense for stock options of $66,000 with a related tax benefit of $9,000. The related tax benefit applies only to non-qualified stock options. For the nine months ended September 30, 2015, the Company recognized compensation expense for restricted stock awards of $155,000 with a related tax benefit of $62,000.

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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 FHLB 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 0.27% at September 30, 2015. Net income for the nine months ended September 30, 2015 decreased $1,000 compared to the same period in 2014. An increase in non-interest expense and an increase in the provision for loan losses were partially offset by an increase in net interest and dividend income and an increase in non-interest income. Net interest and dividend income increased primarily due to an increase in average loans outstanding. The provision for loan losses totaled $138,000 for the nine months ended September 30, 2015, compared to a $1,000 provision for loan losses during the same period in 2014. Non-interest income increased $64,000, or 8.3%, primarily due to an increase in gain on sale of Small Business Administration (“SBA”) loans. Mortgage banking income has declined, as the Company has placed less focus on the mortgage banking operation. 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

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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.

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.

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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, 2015 and December 31, 2014

Total assets increased $16.4 million, or 6.1%, to $287.4 million at September 30, 2015 from $271.0 million at December 31, 2014. The increase was primarily due to an increase in loans.

Cash and cash equivalents increased $1.6 million, or 32.7%, to $6.5 million at September 30, 2015 from $4.9 million at December 31, 2014. This temporary increase resulted from the timing of normal cash flows.

Loans (excluding loans held for sale), net of allowance for loan losses, increased $16.9 million, or 7.3%, to $248.2 million at September 30, 2015 from $231.3 million at December 31, 2014, due primarily to an increase in commercial loans and residential loans, partially offset by a decrease in construction 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. Commercial loans increased $17.3 million, or 16.7%, to $120.7 million at September 30, 2015 from $103.4 million at December 31, 2014, primarily due to an $8.3 million, or 55.4%, increase in multi-family real estate loans, a $4.1 million, or 6.5%, increase in commercial real estate loans and a $3.9 million, or 46.9%, increase in one- to four-family real estate loans. Construction loans decreased by $902,000, or 3.1%, to $27.8 million at September 30, 2015 from $28.7 million at December 31, 2014, primarily due to a $3.0 million, or 27.9%, decrease in multi-family construction loans, partially offset by a $664,000, or 13.8%, increase in non-residential construction loans and a $1.5 million, or 11.1%, increase in one- to four-family construction loans. The majority of our construction loans remain collateralized by residential real estate (74.6% at September 30, 2015 and 83.2% at December 31, 2014). One- to four-family residential mortgage loans decreased $1.4 million, or 1.7%, to $82.8 million at September 30, 2015 from $84.2 million at December 31, 2014, as a decrease in mortgage rates resulted in an increase in loan prepayments. Home equity loans and lines of credit increased $2.1 million, or 12.6%, to $18.6 million at September 30, 2015 from $16.5 million at December 31, 2014.

Our total securities portfolio increased $392,000, or 1.9%, to $20.8 million at September 30, 2015 from $20.4 million at December 31, 2014, as we invested excess cash primarily in available for sale mortgage-backed securities.

Deposits increased $11.8 million, or 6.5%, to $194.2 million at September 30, 2015 from $182.4 million at December 31, 2014. The increase in deposits was primarily due to an increase of $10.3 million, or 19.7%, in money market accounts. Demand deposits increased $882,000, or 3.4%, and savings accounts increased $701,000, or 4.9%. Certificates of deposit decreased $92,000, or 0.2%, as a decrease in retail certificates of deposit of $4.7 million, or 15.6%, was partially offset by an increase of $4.6 million, or 15.8%, in funds gathered through the use of a deposit listing service. Management continues to focus on the generation of core checking accounts.

Total FHLB advances increased $3.5 million, or 6.4%, to $58.1 million at September 30, 2015 compared to $54.6 million at December 31, 2014. Short-term advances increased $1.0 million and long-term advances increased $2.5 million during the nine months ended September 30, 2015. The increase in total FHLB advances was used to fund loan demand.

Stockholders’ equity increased $810,000, or 2.6%, to $31.5 million at September 30, 2015 from $30.7 million at December 31, 2014. The increase resulted primarily from net income of $1.0 million for the nine months ended September 30, 2015, partially offset by the shares repurchased as part of an announced buyback program and dividend payments. The Company repurchased 20,091 shares at a cost of $369,000 during the nine months ended September 30, 2015. Dividend payments totaled $240,000 for the nine months ended September 30, 2015. Other comprehensive income, net of taxes, of $36,000 reflects the change in net unrealized gains/losses, net of taxes, on securities available for

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sale from a net unrealized gain of $143,000 at December 31, 2014 to a net unrealized gain of $179,000 at September 30, 2015.

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,
	2015				2014
	Amount		Percent		Amount		Percent
	(Dollars in thousands)

Residential loans:
One- to four-family	$	82,803	33.10	%	$	84,199	36.12	%
Home equity loans and lines of credit		18,581	7.43			16,499	7.08
Total residential mortgage loans		101,384	40.53			100,698	43.20

Commercial loans:
One- to four-family investment property		12,260	4.90			8,345	3.58
Multi-family real estate		23,338	9.33			15,020	6.44
Commercial real estate		66,292	26.50			62,227	26.69
Commercial business		18,828	7.52			17,838	7.65
Total commercial loans		120,718	48.25			103,430	44.36

Construction loans:
One- to four-family		14,511	5.80			13,056	5.60
Multi-family		7,821	3.13			10,842	4.65
Non-residential		5,492	2.19			4,828	2.07
Total construction loans		27,824	11.12			28,726	12.32

Consumer		261	0.10			289	0.12

Total loans		250,187	100.00	%		233,143	100.00	%

Other items:
Net deferred loan costs		315				379
Allowance for loan losses		(2,346)				(2,229)

Total loans, net	$	248,156			$	231,293

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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,
	2015			2014
	(Dollars in thousands)

Non-accrual loans:
Residential mortgage loans	$	779		$	951
Commercial loans		—			—
Construction loans		—			—
Consumer		—			2

Total non-accrual loans		779			953

Non-performing restructured loans		—			—

Total non-performing loans		779			953

Other real estate owned		—			—

Total non-performing assets	$	779		$	953

Ratios:
Non-performing loans to total loans		0.31	%		0.41	%
Non-performing assets to total assets		0.27	%		0.35	%
Allowance for loan losses to non-performing loans		301.16	%		233.89	%

Total delinquent loans decreased $474,000, from $1.6 million at December 31, 2014 to $1.1 million at September 30, 2015, primarily in residential one- to four-family loans.

Non-performing assets totaled $779,000 and $953,000 at September 30, 2015 and December 31, 2014, respectively. Total non-performing assets represented 0.27% and 0.35% of total assets at September 30, 2015 and December 31, 2014, respectively.

Loans classified as substandard decreased $24,000, to $1.9 million at September 30, 2015 from $1.9 million at December 31, 2014.

The allowance for loan losses increased $117,000 to $2.3 million at September 30, 2015 primarily due to the growth in the commercial loan portfolio. Loan charge-offs were $25,000 and recoveries were $4,000 for the nine months ended September 30, 2015, as compared to loan charge-offs of $264,000 and recoveries of $3,000 for the same period in 2014. The allowance represented 0.94% of total loans at September 30, 2015 and 0.96% of total loans at December 31, 2014. At these levels, the allowance for loan losses as a percentage of non-performing loans was 301.16% at September 30, 2015 and 233.89% at December 31, 2014.

Comparison of Operating Results for the Three Months Ended September 30, 2015 and 2014

General. Net income increased $35,000, or 9.0%, to $425,000 for the three months ended September 30, 2015, from $390,000 for the three months ended September 30, 2014. The increase in net income was caused by an increase in net interest and dividend income and an increase in non-interest income, partially offset by an increase in the provision for loan losses and non-interest expense.

Interest and Dividend Income. Interest and dividend income increased $186,000, or 6.6%, to $3.0 million for the three months ended September 30, 2015, primarily due to an increase in interest income on loans. Interest income on

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loans increased $186,000, or 7.0%, to $2.8 million for the three months ended September 30, 2015, due to a $12.4 million, or 5.4%, increase in the average balance of loans and a seven basis point increase in yield to 4.66% for the three months ended September 30, 2015 from 4.59% for the three months ended September 30, 2014.

Interest and dividend income on investment securities decreased $1,000, or 0.7%, to $146,000 for the three months ended September 30, 2015 from $147,000 for the three months ended September 30, 2014, due to a $232,000, or 1.0% decrease in the average balance of investment securities for the three months ended September 30, 2015.

Interest Expense. Interest expense increased $60,000, or 16.2%, to $431,000 for the three months ended September 30, 2015 from $371,000 for the three months ended September 30, 2014. Interest expense on deposits increased $57,000, or 26.8%, to $270,000 for the three months ended September 30, 2015 from $213,000 for the three months ended September 30, 2014, due to an increase in the average balance of interest-bearing deposits of $12.7 million, or 8.2%, to $167.0 million for the three months ended September 30, 2015 from $154.4 million for the three months ended September 30, 2014 and an increase in the average rate we paid on interest-bearing deposits to 0.65% for the three months ended September 30, 2015 compared to 0.55% for the three months ended September 30, 2014. The increase in interest expense on deposits was primarily due to money market deposits. Interest expense on money market deposits increased $47,000, or 146.9%, to $79,000 for the three months ended September 30, 2015 from $32,000 for the three months ended September 30, 2014 due to an increase in the average balance in money market deposits of $13.1 million, or 26.5%, to $62.6 million for the three months ended September 30, 2015 from $49.5 million for the same period in 2014 and by an increase in the average rate we paid on money market deposits to 0.50% for the three months ended September 30, 2015 compared to 0.26% for the same period in 2014. Money market deposit balance increases were primarily due to a new money market product with a premium rate we began to promote during the second half of 2014.

Interest expense on FHLB advances increased $3,000, or 1.9%, to $161,000 for the three months ended September 30, 2015 from $158,000 for the three months ended September 30, 2014. The increase was primarily due to the average rate we paid, which increased seven basis points to 1.23% for the three months ended September 30, 2015 compared to 1.16% for the three months ended September 30, 2014, partially offset by a $2.0 million, or 3.6%, decrease in the average outstanding balance of advances to $52.3 million for the three months ended September 30, 2015 from $54.3 million for the three months ended September 30, 2014. The average outstanding balance of long-term advances increased $3.8 million, or 15.6%, to $28.1 million for the three months ended September 30, 2015 from $24.3 million for the three months ended September 30, 2014 and the average outstanding balance of short-term advances decreased $5.8 million, or 19.3%, to $24.2 million for the three months ended September 30, 2015 from $30.0 million for the same period in 2014, as we continued to extend the maturities of our short-term FHLB advances, reflecting expectations that short-term rates will increase in the near-term. We expect the average balance of short-term FHLB advances to increase in the near term, as we fund current loan demand.

Net Interest and Dividend Income. Net interest and dividend income increased $126,000, or 5.2%, to $2.6 million for the three months ended September 30, 2015 compared to $2.4 million for the three months ended September 30, 2014. The increase in net interest and dividend income was primarily the result of a $2.5 million, or 5.0%, increase in net average interest-earning assets to $52.3 million for the three months ended September 30, 2015, from $49.8 million for the same period in 2014. Our net interest margin may compress in the future due to competitive pricing in our market area and due to a rising interest rate environment.

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 quantitative and 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 provision for loan losses of $111,000 for the three months ended September 30, 2015, compared to a provision for loan losses of $1,000 for the three months ended September 30, 2014. We recorded $1,000 in loan recoveries and we did not

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record any loan charge-offs during the three months ended September 30, 2015, compared to $37,000 in loan charge-offs and no loan recoveries during the three months ended September 30, 2014. The allowance for loan losses was $2.3 million, or 0.94%, of total loans and 301.16% of non-performing loans at September 30, 2015, compared to an allowance for loan losses of $2.2 million, or 0.96%, of total loans and 233.89% of non-performing loans at December 31, 2014. For additional information please refer to Note 6 Loans and Servicing.

Non-interest Income. Non-interest income increased $125,000, or 50.2%, to $374,000 for the three months ended September 30, 2015 from $249,000 for the three months ended September 30, 2014, primarily due to an increase in gain on sale of SBA loans and customer service fees. The Company recorded its first gains on sale of SBA loans, totaling $86,000 for the three months ended September 30, 2015. The Bank has partnered with a third party that specializes in supporting community banks with SBA loan secondary marketing activity. It is expected that we will increase our focus on developing this source of non-interest income in the future. Income from customer service fees increased $29,000, or 18.1%, to $189,000 for the three months ended September 30, 2015 from $160,000 for the three months ended September 30, 2014. The increase was primarily from the Company’s commercial customer base. Mortgage banking income increased $5,000, or 8.9%, to $61,000 for the three months ended September 30, 2015 from $56,000 for the three months ended September 30, 2014. Based on a change in our business strategy, we no longer intend to expand our residential mortgage banking operation.

Non-interest Expense. Non-interest expense increased $74,000, or 3.6%, to $2.1 million for the three months ended September 30, 2015. Salaries and benefits expense increased $76,000, or 6.7%. Occupancy and equipment expense increased $26,000, or 11.0%, primarily due to expenses associated with our LPO which opened in September 2014. Data processing expenses increased $15,000, or 11.0%, primarily due to one-time implementation fees of $3,000 expensed during the three months ended September 30, 2015 and on going increases associated with new products and services. Other general and administrative expenses decreased $41,000, or 14.2%, primarily due to a $25,000 reduction in recruitment expense.

Income Tax Expense. The income before income taxes of $694,000 resulted in income tax expense of $269,000 for the three months ended September 30, 2015, compared to income before income taxes of $627,000 resulting in an income tax expense of $237,000 for the three months ended September 30, 2014. The effective income tax rate was 38.8% for the three months ended September 30, 2015 compared to 37.8% for the three months ended September 30, 2014. The increase in the effective tax rate was primarily due to an increase in income before income taxes and an increase in taxable loan interest income as a percentage of total income, as the Company’s strategic focus has been to develop its commercial banking business.

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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 annualized yields on its interest-earning assets and the average annualized costs of its interest-bearing liabilities. Average yields are calculated by dividing the annualized interest and dividend income produced by the average balance of interest-earning assets. Average costs are calculated by dividing the annualized 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 annualized yields and costs include fees that are considered adjustments to such average yields and costs.


	Three Months Ended September 30,
	2015						2014
	Average						Average
	Outstanding				Yield/		Outstanding				Yield/
	Balance		Interest (1)		Rate (1)		Balance		Interest (1)		Rate (1)
	(Dollars in thousands)
Interest-earning assets:
Loans (2)	$	243,639	$	2,841	4.66	%	$	231,193	$	2,655	4.59	%
Investment securities (1)		23,906		153	2.56	%		24,138		155	2.56	%
Short-term investments		4,113		2	0.19	%		3,161		1	0.13	%
Total interest-earning assets		271,658		2,996	4.41	%		258,492		2,811	4.35	%
Non-interest-earning assets		8,376		—				9,233		—
Total assets	$	280,034		2,996			$	267,725		2,811

Interest-bearing liabilities:
Savings deposits	$	15,106		1	0.03	%	$	14,197		1	0.03	%
NOW accounts		30,536		21	0.28	%		28,174		12	0.17	%
Money market accounts		62,606		79	0.50	%		49,497		32	0.26	%
Certificates of deposit		58,784		169	1.15	%		62,512		168	1.07	%
Total interest-bearing deposits		167,032		270	0.65	%		154,380		213	0.55	%
FHLB advances		52,288		161	1.23	%		54,268		158	1.16	%
Total interest-bearing liabilities		219,320		431	0.79	%		208,648		371	0.71	%
Non-interest-bearing liabilities:
Demand deposits		27,428						26,602
Other non-interest-bearing liabilities		2,896						3,135
Total liabilities		249,644						238,385
Stockholders’ equity		30,390						29,340
Total liabilities and equity	$	280,034					$	267,725
Net interest-earning assets (3)	$	52,338					$	49,844
Fully tax-equivalent net interest income				2,565						2,440

Less: tax-equivalent adjustments				(7)						(8)
Net interest income			$	2,558					$	2,432
Net interest rate spread (1)(4)					3.62	%					3.64	%
Net interest margin (1)(5)					3.78	%					3.78	%
Average of interest-earning assets to interest-bearing liabilities					123.86	%					123.89	%

(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, 2015 and 2014 the yield on investment securities before tax-equivalent adjustments was 2.44%, and the yield on total interest-earning assets was 4.40% and 4.34%, respectively. Net interest rate spread before tax-equivalent adjustments for the three months ended September 30, 2015 and 2014 was 3.61% and 3.63%, respectively, while net interest margin before tax-equivalent adjustments was 3.77% and 3.76%, respectively.

(2)

Includes loans held for sale.

(3)

Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(4)

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.

(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, 2015
	Compared to the Three Months Ended
	September 30, 2014
	Increase (Decrease) Due to
	Volume		Rate		Net
	(In thousands)

Interest-earning assets:
Loans	$	143	$	43	$	186
Investment securities (1)		(1)		(1)		(2)
Short-term investments		—		1		1

Total interest-earning assets		142		43		185

Interest-bearing liabilities:
Savings deposits		—		—		—
NOW accounts		1		8		9
Money market accounts		8		39		47
Certificates of deposit		(10)		11		1

Total interest-bearing deposits		(1)		58		57

FHLB advances		(6)		9		3

Total interest-bearing liabilities		(7)		67		60

Change in net interest income	$	149	$	(24)	$	125

(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 $7,000 and $8,000 for the three months ended September 30, 2015 and 2014, respectively.

Comparison of Operating Results for the Nine months Ended September 30, 2015 and 2014

General. Net income decreased $1,000, or 0.1%, to $1.0 million for the nine months ended September 30, 2015. The decrease in net income was caused by an increase in the provision for loan losses and non-interest expense, partially offset by an increase in net interest and dividend income and non-interest income.

Interest and Dividend Income. Interest and dividend income increased $380,000, or 4.6%, to $8.7 million for the nine months ended September 30, 2015, primarily due to an increase in interest income on loans. Interest income on loans increased $381,000, or 4.8%, to $8.3 million for the nine months ended September 30, 2015, due to a $6.3 million, or 2.8%, increase in the average balance of loans and by a nine basis point increase in yield to 4.68% for the nine months ended September 30, 2015 from 4.59% for the nine months ended September 30, 2014.

Interest and dividend income on investment securities decreased $3,000, or 0.7%, to $432,000 for the nine months ended September 30, 2015 from $435,000 for the nine months ended September 30, 2014, due to a 10 basis point

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decrease in yield to 2.40% for the nine months ended September 30, 2015 from 2.50% for the nine months ended September 30, 2014, partially offset by a $737,000, or 3.2%, increase in the average balance of investment securities for the nine months ended September 30, 2015. The increase in average balance of investment securities was in residential mortgage-backed securities.

Interest Expense. Interest expense increased $163,000, or 15.2%, to $1.2 million for the nine months ended September 30, 2015 from $1.1 million for the nine months ended September 30, 2014. Interest expense on deposits increased $137,000, or 22.2%, to $754,000 for the nine months ended September 30, 2015 from $617,000 for the nine months ended September 30, 2014, due to an increase in the average balance of interest-bearing deposits of $9.1 million, or 5.9%, to $163.6 million for the nine months ended September 30, 2015 from $154.6 million for the nine months ended September 30, 2014 and an increase in the average rate we paid on interest-bearing deposits to 0.61% for the nine months ended September 30, 2015 compared to 0.53% for the nine months ended September 30, 2014. The increase in interest expense on deposits was primarily due to an increase in expense on money market deposits. Interest expense on money market deposits increased $125,000, or 198.4%, to $188,000 for the nine months ended September 30, 2015 from $63,000 for the nine months ended September 30, 2014 due to an increase in the average balance in money market deposits of $12.1 million, or 26.3%, to $58.2 million for the nine months ended September 30, 2015 from $46.1 million for the same period in 2014 and by an increase in the average rate we paid on money market deposits to 0.43% for the nine months ended September 30, 2015 compared to 0.18% for the same period in 2014. Money market deposit balance increases were primarily due to a new money market product with a premium rate we began to promote during the second half of 2014.

Interest expense on FHLB advances increased $26,000, or 5.7%, to $483,000 for the nine months ended September 30, 2015 from $457,000 for the nine months ended September 30, 2014. The increase was primarily due to the average rate we paid, which increased 20 basis points to 1.32% for the nine months ended September 30, 2015 compared to 1.12% for the nine months ended September 30, 2014, partially offset by a $5.7 million, or 10.5%, decrease in the average outstanding balance of advances to $48.8 million for the nine months ended September 30, 2015 from $54.5 million for the nine months ended September 30, 2014. The average outstanding balance of long-term advances increased $5.1 million, or 21.5%, to $28.8 million for the nine months ended September 30, 2015 from $23.7 million for the nine months ended September 30, 2014 and the average outstanding balance of short-term advances decreased $10.8 million, or 35.1%, to $20.0 million for the nine months ended September 30, 2015 from $30.8 million for the same period in 2014, as we continued to extend the maturities of our short-term FHLB advances, reflecting expectations that short-term rates will increase in the near-term. We expect the average balance of short-term FHLB advances to increase in the near term, as we fund current loan demand.

Net Interest and Dividend Income. Net interest and dividend income increased $217,000, or 3.0%, to $7.5 million for the nine months ended September 30, 2015 compared to $7.3 million for the nine months ended September 30, 2014. The increase in net interest and dividend income was primarily the result of a $4.9 million, or 10.3%, increase in net average interest-earning assets to $52.3 million for the nine months ended September 30, 2015, from $47.4 million for the same period in 2014, partially offset by a one basis point decrease in net interest margin to 3.77% for the nine months ended September 30, 2015 compared to 3.78% for the same period in 2014. Our net interest margin may compress in the future due to competitive pricing in our market area and due to a rising interest rate environment.

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 quantitative and 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 $138,000 provision for loan losses for the nine months ended September 30, 2015 compared to a $1,000 provision for loan losses for the nine months ended September 30, 2014. We recorded $25,000 in loan charge-offs and $4,000 in loan recoveries during the nine months ended September 30, 2015, compared to $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 $2.3 million, or

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0.94%, of total loans and 301.16% of non-performing loans at September 30, 2015, compared to an allowance for loan losses of $2.2 million, or 0.96%, of total loans and 233.89% of non-performing loans at December 31, 2014. For additional information please refer to Note 6 Loans and Servicing.

Non-interest Income. Non-interest income increased $64,000, or 8.3%, to $839,000 for the nine months ended September 30, 2015 from $775,000 for the nine months ended September 30, 2014, primarily due to an increase in gain on sale of SBA loans and customer service fees, partially offset by a decrease in mortgage banking income. The Company recorded its first gains on sale of SBA loans, totaling $86,000 during the three months ended September 30, 2015. The Bank has partnered with a third party that specializes in supporting community banks with SBA loan secondary marketing activity. It is expected that we will increase our focus on developing this source of non-interest income in the future. Income from customer service fees increased $45,000, or 9.1%, to $539,000 for the nine months ended September 30, 2015 from $494,000 for the nine months ended September 30, 2014. The increase was primarily from the Company’s commercial customer base. Mortgage banking income decreased $67,000, or 37.4%, to $112,000 for the nine months ended September 30, 2015 from $179,000 for the nine months ended September 30, 2014. Based on a change in our business strategy, we no longer intend to expand our residential mortgage banking operation.

Non-interest Expense. Non-interest expense increased $134,000, or 2.1%, to $6.5 million for the nine months ended September 30, 2015. Salaries and benefits expense increased $98,000, or 2.8%. Occupancy and equipment expense increased $62,000, or 8.5%, primarily due to expenses associated with our LPO, which opened in September 2014. Data processing expenses increased $24,000, or 5.3%, primarily due to one-time implementation fees expensed during the nine months ended September 30, 2015. Professional fees decreased $29,000, or 7.4%, primarily due to a reduction in legal and consulting expenses. Other general and administrative expenses decreased $20,000, or 2.3%, primarily due to a $57,000 reduction in losses associated with fraudulent debit card transactions, partially offset by a $38,000 expense related to a legal settlement with a customer.

Income Tax Expense. The income before income taxes of $1.7 million resulted in income tax expense of $629,000 for the nine months ended September 30, 2015, compared to income before income taxes of $1.7 million resulting in an income tax expense of $618,000 for the nine months ended September 30, 2014. The effective income tax rate was 37.7% for the nine months ended September 30, 2015 and 37.3% for the nine months ended September 30, 2014.

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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-bearing 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,
	2015						2014
	Average						Average
	Outstanding				Yield/		Outstanding				Yield/
	Balance		Interest (1)		Rate (1)		Balance		Interest (1)		Rate (1)
	(Dollars in thousands)
Interest-earning assets:
Loans (2)	$	236,162	$	8,289	4.68	%	$	229,827	$	7,908	4.59	%
Investment securities (1)		23,983		454	2.52	%		23,246		458	2.63	%
Short-term investments		4,572		5	0.15	%		3,375		3	0.12	%
Total interest-earning assets		264,717		8,748	4.41	%		256,448		8,369	4.35	%
Non-interest-earning assets		8,386		—				9,213		—
Total assets	$	273,103		8,748			$	265,661		8,369

Interest-bearing liabilities:
Savings deposits	$	14,969		2	0.02	%	$	14,110		2	0.02	%
NOW accounts		30,836		61	0.26	%		29,863		41	0.18	%
Money market accounts		58,221		188	0.43	%		46,112		63	0.18	%
Certificates of deposit		59,623		503	1.12	%		64,473		511	1.06	%
Total interest-bearing deposits		163,649		754	0.61	%		154,558		617	0.53	%
FHLB advances		48,777		483	1.32	%		54,478		457	1.12	%
Total interest-bearing liabilities		212,426		1,237	0.78	%		209,036		1,074	0.69	%
Non-interest-bearing liabilities:
Demand deposits		27,082						24,551
Other non-interest-bearing liabilities		3,352						3,053
Total liabilities		242,860						236,640
Stockholders’ equity		30,243						29,021
Total liabilities and stockholders’ equity	$	273,103					$	265,661
Net interest-earning assets (3)	$	52,291					$	47,412
Fully tax-equivalent net interest income				7,511						7,295

Less: tax-equivalent adjustments				(22)						(23)
Net interest income			$	7,489					$	7,272
Net interest rate spread (1)(4)					3.63	%					3.66	%
Net interest margin (1)(5)					3.78	%					3.79	%
Average of interest-earning assets to interest-bearing liabilities					124.62	%					122.68	%

(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, 2015 and 2014 the yield on investment securities before tax-equivalent adjustments was 2.40% and 2.50%, respectively, and the yield on total interest-earning assets was 4.40% and 4.34%, respectively. Net interest rate spread before tax-equivalent adjustments for the nine months ended September 30, 2015 and 2014 was 3.62% and 3.65%, respectively, while net interest margin before tax-equivalent adjustments was 3.77% and 3.78%, respectively.

(2)

Includes loans held for sale.

(3)

Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(4)

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.

(5)

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

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	For the Nine Months Ended September 30, 2015
	Compared to the Nine Months Ended
	September 30, 2014
	Increase (Decrease) Due to
	Volume		Rate		Net
	(In thousands)


Interest-earning assets:
Loans	$	218	$	163	$	381
Investment securities (1)		15		(19)		(4)
Short-term investments		1		1		2

Total interest-earning assets		234		145		379

Interest-bearing liabilities:
Savings deposits		—		—		—
NOW accounts		1		19		20
Money market accounts		17		108		125
Certificates of deposit		(38)		30		(8)

Total interest-bearing deposits		(20)		157		137

FHLB advances		(48)		74		26

Total interest-bearing liabilities		(68)		231		163

Change in net interest income	$	302	$	(86)	$	216

(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 $22,000 and $23,000 for the nine months ended September 30, 2015 and 2014, respectively.

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 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 (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in 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, 2015, cash and cash equivalents totaled $6.5 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $20.1 million at September 30, 2015. Our policies also allow for access to the wholesale funds market for up to 50.0% of

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total assets, or $143.7 million. At September 30, 2015, we had $58.1 million in FHLB advances outstanding, $30.8 million in certificates of deposit obtained through a listing service and $2.8 million in brokered certificates of deposit, allowing the Company access to an additional $52.0 million in wholesale funds based on policy guidelines.

At September 30, 2015 we had $6.6 million in loan commitments outstanding. In addition to commitments to originate loans, we had $41.4 million in unadvanced funds to borrowers.

At September 30, 2015 we had $2.0 million in outstanding irrevocable stand-by letters of credit. These letters of credit, which have terms of twelve months, collateralize specific municipal deposits. The fair value of these letters of credit approximate contract values based on the nature of the fee arrangements with the FHLB.

Certificates of deposit due within one year of September 30, 2015 totaled $22.7 million, or 11.7% 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 than we currently pay on the certificates of deposit due on or before September 30, 2016. 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, 2015, we originated $62.5 million in loans, purchased $7.6 million of residential loans and purchased $2.5 million of investment securities. We expect to purchase additional residential mortgages to replace recent residential loan prepayments.

Financing activities consist primarily of activity in deposit accounts and FHLB advances. We experienced a net increase in total deposits of $11.8 million for the nine months ended September 30, 2015. 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 increased $3.5 million during the nine months ended September 30, 2015 due to loan growth. FHLB advances have primarily been used to fund loan demand and deposit outflows. We sold $2.3 million in conforming residential mortgage loans and $1.2 million of SBA loans during the nine months ended September 30, 2015.

Capital Management.

Effective January 1, 2015 (with a phase-in period of two to five years for certain components), the Bank became subject to new capital regulations adopted by the OCC and other federal bank regulatory agencies that implement the Basel III regulatory capital reforms and the changes required by the Dodd-Frank Act. Among other things, the regulations established a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increased 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 regulations also require 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-in or opt-out is exercised. The regulations limit a banking organization’s capital distributions and certain discretionary bonus payments to executive officers 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 regulations also implement the Dodd-Frank Act’s directive to apply to savings and loan holding companies consolidated capital requirements that are not less stringent than those applicable to their subsidiary institutions. The “capital conservation buffer” will be phased in from January 1, 2016 to January 1, 2019, when the full capital conservation buffer will be effective.

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At September 30, 2015, Georgetown Bank met each of its capital requirements and was considered “well-capitalized”, and also met each of its capital requirements on a fully phased-in basis.

Off-Balance Sheet Arrangements. For the nine months ended September 30, 2015, 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 (1) 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 (2) 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.

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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 30, 2015.

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

Not applicable.

c) The following table presents a summary of the Company’s share repurchases during the quarter ended September 30, 2015.


				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, 2015	0	$	0.00	0	15,973
August 1 through August 31, 2015	0	$	0.00	0	15,973
September 1 through September 30, 2015	0	$	0.00	0	15,973

(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.

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

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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, 2015, filed on November 13, 2015, formatted in XBRL: (1) Consolidated Statements of Financial Condition, (2) Consolidated Statements of Income, (3) Consolidated Statements of Comprehensive Income, (4) Consolidated Statements of Changes in Stockholders’ Equity, (5) Consolidated Statements of Cash Flows, (6) 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

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SIGNATURES

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

		GEORGETOWN BANCORP, INC.
		(Registrant)


Date: November 13, 2015		/s/ Robert E. Balletto
		Robert E. Balletto
		President and Chief Executive Officer
		(Principal Executive Officer)


Date: November 13, 2015		/s/ Joseph W. Kennedy
		Joseph W. Kennedy
		Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Accounting and Financial Officer)

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