LAKE SHORE BANCORP, INC. - Quarter Report: 2014 September (Form 10-Q)

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, 2014

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

Commission File No.: 000-51821


LAKE SHORE BANCORP, INC.
(Exact name of registrant as specified in its charter)

United States		20-4729288
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

31 East Fourth Street, Dunkirk, New York		14048
(Address of principal executive offices)		(Zip code)

	(716) 366-4070
(Registrant’s telephone number, including area code)

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

Yes [X]No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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 ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

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

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

There were 5,938,951 shares of the registrant’s common stock, $0.01 par value per share, outstanding at November 1, 2014.

		TABLE OF CONTENTS

ITEM		PART I	PAGE

1	FINANCIAL STATEMENTS
	-	Consolidated Statements of Financial Condition as of September 30, 2014 and December 31, 2013 (Unaudited)	1
	-	Consolidated Statements of Income for the Three and Nine Months ended September 30, 2014 and 2013 (Unaudited)	2
	-	Consolidated Statements of Comprehensive Income/(Loss) for the Three and Nine Months ended September 30, 2014 and 2013 (Unaudited)	3
	-	Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months ended September 30, 2014 and 2013 (Unaudited)	4
	-	Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2014 and 2013 (Unaudited)	5
	-	Notes to Unaudited Consolidated Financial Statements	6
2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		30
3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49
4	CONTROLS AND PROCEDURES		49

		PART II

1A	RISK FACTORS		49
2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		49
6	EXHIBITS		50
SIGNATURES			51

PART I

Item 1. Financial Statements

Lake Shore Bancorp, Inc. and Subsidiary


Consolidated Statements of Financial Condition

	September 30,		December 31,
	2014		2013
	(Unaudited)
	(Dollars in thousands, except share data)

Assets
Cash and due from banks	$	8,162	$	7,748
Interest earning deposits		27,381		2,321
Federal funds sold		6,349		7,133
Cash and Cash Equivalents		41,892		17,202
Securities available for sale		140,951		157,964
Federal Home Loan Bank stock, at cost		1,375		1,560
Loans receivable, net of allowance for loan losses 2014 $1,803; 2013 $1,813		275,156		277,345
Premises and equipment, net		9,529		9,642
Accrued interest receivable		1,864		1,787
Bank owned life insurance		14,597		14,407
Other assets		1,223		2,260

Total Assets	$	486,587	$	482,167

Liabilities and Stockholders' Equity
Liabilities
Deposits:
Interest bearing	$	349,800	$	353,915
Non-interest bearing		39,705		34,320
Total Deposits		389,505		388,235
Short-term borrowings		-		11,650
Long-term debt		18,950		7,850
Advances from borrowers for taxes and insurance		2,039		3,454
Other liabilities		6,366		5,707
Total Liabilities	$	416,860	$	416,896

Commitments and Contingencies		-		-

Stockholders' Equity
Common stock, $0.01 par value per share, 25,000,000 shares authorized; 6,622,849 shares issued and 5,938,951 shares outstanding at September 30, 2014 and 6,619,203 shares issued and 5,915,835 shares outstanding at December 31, 2013	$	66	$	66
Additional paid-in capital		28,104		28,039
Treasury stock, at cost (683,898 shares at September 30, 2014 and 703,368 shares at December 31, 2013)		(6,420)		(6,588)
Unearned shares held by ESOP		(1,812)		(1,876)
Unearned shares held by compensation plans		(669)		(499)
Retained earnings		47,544		45,624
Accumulated other comprehensive income		2,914		505
Total Stockholders' Equity		69,727		65,271
Total Liabilities and Stockholders' Equity	$	486,587	$	482,167

See notes to consolidated financial statements.

Lake Shore Bancorp, Inc. and Subsidiary


Consolidated Statements of Income
	Three Months Ended September 30,				Nine Months Ended September 30,
	2014			2013	2014		2013
	(Unaudited)
	(Dollars in thousands, except per share data)
Interest Income
Loans, including fees	$	3,307	$	3,426	$	9,977	$	10,361
Investment securities, taxable		552		696		1,884		2,071
Investment securities, tax-exempt		530		499		1,589		1,463
Other		6		5		10		13
Total Interest Income		4,395		4,626		13,460		13,908
Interest Expense
Deposits		724		797		2,229		2,413
Short-term borrowings		-		12		20		38
Long-term debt		102		50		182		165
Other		25		27		76		79
Total Interest Expense		851		886		2,507		2,695
Net Interest Income		3,544		3,740		10,953		11,213
Provision for Loan Losses		70		60		70		105
Net Interest Income after Provision for Loan Losses		3,474		3,680		10,883		11,108

Non-Interest Income
Service charges and fees		396		421		1,202		1,234
Earnings on bank owned life insurance		65		66		190		215
Recovery on previously impaired investment securities		35		-		136		-
Gain on sale of securities available for sale		-		206		59		206
Gain on sale of loans		5		-		5		-
Total other-than-temporary impairment (“OTTI”) losses		-		(613)		-		(613)
Portion of OTTI losses recognized in other comprehensive income (before taxes)		-		433		-		433
Net OTTI losses recognized in earnings		-		(180)		-		(180)
Other		30		28		89		96
Total Non-Interest Income		531		541		1,681		1,571

Non-Interest Expenses
Salaries and employee benefits		1,682		1,524		4,936		4,664
Occupancy and equipment		531		520		1,648		1,509
Professional services		298		333		956		1,079
Data processing		202		163		579		480
Advertising		85		93		353		357
FDIC Insurance		70		64		211		194
Postage and supplies		61		55		194		192
Other		279		261		838		900
Total Non-Interest Expenses		3,208		3,013		9,715		9,375

Income before Income Taxes		797		1,208		2,849		3,304
Income Tax Expense		109		222		487		612
Net Income	$	688	$	986	$	2,362	$	2,692

Basic and Diluted earnings per common share	$	0.12	$	0.17	$	0.41	$	0.47
Dividends declared per share	$	0.07	$	0.07	$	0.21	$	0.21

See notes to consolidated financial statements.

Lake Shore Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income/(Loss)


	Three Months Ended September 30,
	2014		2013
	(Unaudited)
	(Dollars in thousands)

Net Income	$	688	$	986

Other Comprehensive Income (Loss), net of tax (expense) benefit
Unrealized holding gains (losses) on securities available for sale, net of tax (expense) benefit 2014 $(40); 2013 $141		62		(223)

Reclassification adjustments related to:
Recovery on previously impaired investment securities, net of tax expense(1) 2014 $14		(21)		-
Net gain on sale of securities included in net income, net of tax expense(2) 2013 $80		-		(126)
Impairment charge for losses included in net income, net of tax benefit(3) 2013 $70		-		110
Total Other Comprehensive Income (Loss)		41		(239)

Total Comprehensive Income	$	729	$	747

(1) Gross amount included in recovery on previously impaired investment securities on consolidated statements of income 2014 $35
(2) Gross amount included in gain on sale of securities available for sale on consolidated statements of income 2013 $206
(3) Included in net OTTI losses recognized in earnings on consolidated statements of income 2013 $(180)

	Nine Months Ended September 30,
	2014		2013
		(Unaudited)
	(Dollars in thousands)

Net Income	$	2,362	$	2,692

Other Comprehensive Income (Loss), net of tax (expense) benefit
Unrealized holding gains (losses) on securities available for sale, net of tax (expense) benefit 2014 $(1,597); 2013 $2,461		2,528		(3,900)

Reclassification adjustments related to:
Recovery on previously impaired investment securities included in net income, net of tax expense(1) 2014 $53		(83)		-
Net gain on sale of securities included in net income, net of tax expense(2) 2014 $23; 2013 $80		(36)		(126)
Impairment charge for losses included in net income, net of tax benefit(3) 2013 $70		-		110
Total Other Comprehensive Income (Loss)		2,409		(3,916)

Total Comprehensive Income (Loss)	$	4,771	$	(1,224)

(1) Gross amount included in recovery on previously impaired investment securities on consolidated statements of income 2014 $136
(2) Gross amount included in gain on sale of securities available for sale on consolidated statements of income 2014 $59; 2013 $206
(3) Included in net OTTI losses recognized in earnings on consolidated statements of income 2013 $(180)

See notes to consolidated financial statements.

Lake Shore Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2014 and 2013 (Unaudited)


							Unearned		Unearned Shares				Accumulated
			Additional				Shares		Held by				Other
	Common		Paid-In		Treasury		Held by		Compensation		Retained		Comprehensive
	Stock		Capital		Stock		ESOP		Plans		Earnings		Income		Total
	(In thousands, except share and per share data)
Balance - January 1, 2013	$	66	$	27,973	$	(6,469)	$	(1,961)	$	(553)	$	42,468	$	5,461	$	66,985
Net income		-		-		-		-		-		2,692		-		2,692
Other comprehensive loss, net of tax benefit of $2,471		-		-		-		-		-		-		(3,916)		(3,916)
Stock options exercised (506 shares)		-		4		-				-		-		-		4
ESOP shares earned (5,951 shares)		-		3		-		64		-		-		-		67
Stock based compensation		-		7		-		-		-		-		-		7
Compensation plan shares earned (3,017 shares)		-		(11)		-		-		41		-		-		30
Purchase of treasury stock, at cost (5,000 shares)		-		-		(58)		-		-		-		-		(58)
Cash dividends declared ($0.21 per share)		-		-		-		-		-		(441)		-		(441)
Balance - September 30, 2013	$	66	$	27,976	$	(6,527)	$	(1,897)	$	(512)	$	44,719	$	1,545	$	65,370

Balance - January 1, 2014	$	66	$	28,039	$	(6,588)	$	(1,876)	$	(499)	$	45,624	$	505	$	65,271
Net income		-		-		-		-		-		2,362		-		2,362
Other comprehensive income, net of tax expense of $1,521		-		-		-		-		-		-		2,409		2,409
Stock options exercised (3,646 shares)		-		54		-		-		-		-		-		54
ESOP shares earned (5,951 shares)		-		9		-		64		-		-		-		73
Stock based compensation		-		(3)		-		-		-		-		-		(3)
Compensation plan shares granted (24,570 shares)		-		-		230		-		(230)		-		-		-
Compensation plan shares earned (5,322 shares)		-		5		-		-		60		-		-		65
Purchase of treasury stock, at cost (5,100 shares)		-		-		(62)		-		-		-		-		(62)
Cash dividends declared ($0.21 per share)		-		-		-		-		-		(442)		-		(442)
Balance - September 30, 2014	$	66	$	28,104	$	(6,420)	$	(1,812)	$	(669)	$	47,544	$	2,914	$	69,727

See notes to consolidated financial statements.

Lake Shore Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows


	Nine Months Ended September 30,
	2014			2013
			(Unaudited)
	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,362		$	2,692
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of investment securities		223			405
Amortization of deferred loan costs		341			386
Provision for loan losses		70			105
Impairment of investment securities		-			180
Recovery on previously impaired investment securities		(136)			-
Net gain on sale of investment securities		(59)			(206)
Originations of loans held for sale		(386)			(891)
Proceeds from sales of loans held for sale		391			891
Gain on sale of loans		(5)			-
Depreciation and amortization		559			516
Increase in bank owned life insurance, net		(190)			(215)
ESOP shares committed to be released		73			67
Stock based compensation expense		62			37
Increase in accrued interest receivable		(77)			(150)
Decrease in other assets		268			319
Increase in other liabilities		52			245
Net Cash Provided by Operating Activities		3,548			4,381
CASH FLOWS FROM INVESTING ACTIVITIES
Activity in available for sale securities:
Sales		10,337			3,863
Maturities, prepayments and calls		10,577			22,060
Purchases		-			(34,651)
Purchases of Federal Home Loan Bank Stock		(351)			-
Redemptions of Federal Home Loan Bank Stock		536			231
Loan origination and principal collections, net		1,634			(1,625)
Additions to premises and equipment		(446)			(636)
Net Cash Provided by (Used in) Investing Activities		22,287			(10,758)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		1,270			12,609
Net decrease in advances from borrowers for taxes and insurance		(1,415)			(1,281)
Net (decrease) increase in short term borrowings		(11,650)			500
Proceeds from issuance of long-term debt		15,200			1,750
Repayment of long-term debt		(4,100)			(7,000)
Proceeds from stock options exercised		54			4
Purchase of treasury stock		(62)			(58)
Cash dividends paid		(442)			(441)
Net Cash (Used in) Provided by Financing Activities		(1,145)			6,083
Net Increase (Decrease) in Cash and Cash Equivalents		24,690			(294)
CASH AND CASH EQUIVALENTS - BEGINNING		17,202			19,765
CASH AND CASH EQUIVALENTS - ENDING	$	41,892		$	19,471
SUPPLEMENTARY CASH FLOWS INFORMATION
Interest paid	$	2,492		$	2,715
Income taxes paid	$	648		$	868
SUPPLEMENTARY SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Foreclosed real estate acquired in settlement of loans	$	171		$	299
Securities sold and not settled	$	-		$	520

See notes to consolidated financial statements.

Lake Shore Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Nature of Operations and Basis of Presentation

Lake Shore Bancorp, Inc. (the “Company,” “us,” “our,” or “we”) was formed on April 3, 2006 to serve as the stock holding company for Lake Shore Savings Bank (“the Bank”) as part of the Bank’s conversion and reorganization from a New York-chartered mutual savings and loan association to the federal mutual holding company form of organization.

The interim consolidated financial statements include the accounts of the Company and the Bank, its wholly owned subsidiary. All intercompany accounts and transactions of the consolidated subsidiary have been eliminated in consolidation.

The interim financial statements included herein as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and therefore, do not include all information or footnotes necessary for a complete presentation of the consolidated statements of financial condition, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated statement of financial condition at December 31, 2013 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information and to make the financial statements not misleading. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The consolidated results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results for any subsequent period or the entire year ending December 31, 2014.

To prepare these consolidated financial statements in conformity with GAAP, management of the Company made a number of estimates and assumptions relating to the reporting of assets and liabilities and the reporting of revenue and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, securities valuation estimates, evaluation of impairment of securities and income taxes.

The Company has evaluated events and transactions occurring subsequent to the statement of financial condition as of September 30, 2014 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

Note 2 – New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes 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. In applying the revenue model to contracts within its scope, an entity will identify the contract(s) with a customer (step 1), identify the performance obligations in the contract (step 2), determine the transaction price (step 3), allocate the transaction price to the performance obligations in the contract (step 4), and recognize revenue when (or as) the entity satisfies a performance obligation (step 5). ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. ASU 2014-09 requires entities to disclose both quantitative and qualitative information that enables users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and

cash flows arising from contracts with customers. ASU 2014-09 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016. Early application is not permitted. The Company has not yet determined the impact the adoption of ASU 2014-09 will have on its financial condition and results of operations.

In June 2014 the FASB issued ASU 2014-12, “Compensation – Stock Compensation (“Topic 718”): “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). ASU 2014-12 applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The update requires that a performance target be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. ASU 2014-12 is effective for the reporting periods beginning after December 15, 2015. Management does not expect the adoption of this update to have a material impact on the Company’s consolidated financial statements or results of operations.

In August 2014, the FASB issued ASU 2014-14, “Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure” (“ASU 2014-14”). ASU 2014-14 applies to all creditors that hold government-guaranteed mortgage loans. The update requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if three conditions are met. The first condition would be that the loan has a government guarantee that is not separable from the loan before foreclosure. The second condition is that at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim. The third and final condition is that at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. ASU 2014-14 is effective for the reporting periods beginning after December 15, 2014. Management does not expect the adoption of this update to have a material impact on the Company’s consolidated financial statements or results of operations.

Note 3 – Investment Securities

The amortized cost and fair value of securities are as follows:


	September 30, 2014
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
		(Dollars in thousands)
SECURITIES AVAILABLE FOR SALE:
U.S. Treasury bonds	$	12,827	$	1,301	$	-	$	14,128
Municipal bonds		57,168		3,360		(54)		60,474
Mortgage-backed securities:
Collateralized mortgage obligations-private label		65		-		-		65
Collateralized mortgage obligations-government sponsored entities		53,593		282		(1,049)		52,826
Government National Mortgage Association		551		40		-		591
Federal National Mortgage Association		7,475		328		(12)		7,791
Federal Home Loan Mortgage Corporation		2,746		101		-		2,847
Asset-backed securities-private label		1,635		530		(122)		2,043
Asset-backed securities-government sponsored entities		116		11		-		127
Equity securities		22		37		-		59
	$	136,198	$	5,990	$	(1,237)	$	140,951


	December 31, 2013
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
		(Dollars in thousands)
SECURITIES AVAILABLE FOR SALE:
U.S. Treasury bonds	$	12,857	$	991	$	-	$	13,848
Municipal bonds		57,199		1,385		(540)		58,044
Mortgage-backed securities:
Collateralized mortgage obligations-private label		77		4		-		81
Collateralized mortgage obligations-government sponsored entities		63,840		362		(1,577)		62,625
Government National Mortgage Association		2,153		66		-		2,219
Federal National Mortgage Association		11,452		318		(136)		11,634
Federal Home Loan Mortgage Corporation		5,774		117		(75)		5,816
Asset-backed securities-private label		3,637		618		(757)		3,498
Asset-backed securities-government sponsored entities		130		4		-		134
Equity securities		22		43		-		65
	$	157,141	$	3,908	$	(3,085)	$	157,964

All of our collateralized mortgage obligations are backed by residential mortgages.

At September 30, 2014 and at December 31, 2013, equity securities consisted of 22,368 shares of Federal Home Loan Mortgage Corporation (“FHLMC”) common stock.

At September 30, 2014 and December 31, 2013, thirty-one municipal bonds with a cost of $10.7 million and fair value of $11.4 million and $11.1 million, respectively, were pledged under a collateral agreement with the Federal Reserve Bank of New York for liquidity borrowing. In addition, at September 30, 2014, six municipal bonds with a cost and fair value of $1.5 million and $1.6 million, respectively, were pledged as collateral for customer deposits in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. At December 31, 2013, five municipal bonds with a cost and fair value of $1.1 million were pledged as collateral for customer deposits in excess of the FDIC insurance limits.

The following table sets forth the Company’s investment in securities available for sale with gross unrealized losses of less than twelve months and gross unrealized losses of twelve months or more and associated fair values as of the dates indicated:


	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
	(Dollars In thousands)
September 30, 2014
Municipal bonds	$	-	$	-	$	1,721	$	(54)	$	1,721	$	(54)
Mortgage-backed securities		10,598		(122)		25,732		(939)		36,330		(1,061)
Asset-backed securities -private label		-		-		1,513		(122)		1,513		(122)

	$	10,598	$	(122)	$	28,966	$	(1,115)	$	39,564	$	(1,237)


	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
	(Dollars In thousands)
December 31, 2013
Municipal bonds	$	14,052	$	(540)	$	-	$	-	$	14,052	$	(540)
Mortgage backed securities		41,094		(1,267)		12,768		(521)		53,862		(1,788)
Asset-backed securities -private label		-		-		2,794		(757)		2,794		(757)

	$	55,146	$	(1,807)	$	15,562	$	(1,278)	$	70,708	$	(3,085)

The Company reviews investment securities on an ongoing basis for the presence of other-than-temporary impairment (“OTTI”) with formal reviews performed quarterly.

The Company determines whether the unrealized losses are other-than-temporary in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral and the continuing performance of the securities.

Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which fair value has been less than cost, and near-term prospects of the issuer. The Company uses the cash flow expected to be realized from the security, which includes assumptions about interest rates, timing and severity of defaults, estimates of potential recoveries, the cash flow distribution from the provisions in the applicable bond indenture and other factors, then applies a discounting rate equal to the effective yield of the security. If the present value of the expected cash flows is less than the amortized book value it is considered a credit loss.

The fair value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from open market and other sources as appropriate for the security. The difference between the fair value and the credit loss is recognized in other comprehensive income, net of taxes.

At September 30, 2014, the Company’s investment portfolio included ten mortgage-backed securities in the “unrealized losses less than twelve months” category. The mortgage-backed securities were not evaluated further for OTTI as the unrealized losses on the individual securities were less than 20% of book value, which management deemed to be immaterial, and the mortgage-backed securities were issued by government sponsored enterprises. The Company expects these securities to be repaid in full, with no losses realized. Management does not intend to sell these securities and it is more likely than not that it will not be required to sell these securities.

At September 30, 2014, the Company had five municipal bonds, twenty one mortgage-backed securities and two private label asset-backed securities in the “unrealized losses twelve months or more” category.

The five municipal bonds and twenty one mortgage-backed securities were not evaluated further for OTTI, as the unrealized losses were less than 20% of book value. The temporary impairments were due to declines in fair value resulting from changes in interest rates and/or increased credit liquidity spreads since the securities were purchased. The Company expects these securities to be repaid in full, with no losses realized. Management does not intend to sell these securities and it is more likely than not that it will not be required to sell these securities.

The two private label asset-backed securities in this category were evaluated further for OTTI, as the probability of default is high and the Company’s analysis indicated a possible loss of principal.

The following table provides additional information relating to these private label asset-backed securities as of September 30, 2014 (dollars in thousands):


										Foreclosure/
						Unrealized	Lowest	Delinquent %		OREO/
Security		Book Value		Fair Value		Loss	Rating	Over 60 days	Over 90 days	Bankruptcy %	OREO%
1	$	949	$	859	$	(90)	CCC	24.10%	22.50%	12.30%	1.20%
2		686		654		(32)	CCC	17.40%	15.90%	6.00%	1.50%
Total	$	1,635	$	1,513	$	(122)

The two private label asset-backed securities listed above were evaluated for OTTI under the guidance of FASB ASC Topic 320. The Company believes the unrealized losses on these two private label asset-backed securities occurred due to the ongoing challenges in the economic environment and increased levels of delinquency trends in the underlying loan pools. It is possible that principal losses may be incurred on the tranches we hold in these specific securities. Management’s evaluation of the estimated discounted cash flows in comparison to the amortized book value for the securities listed above did not reflect the need to record an OTTI charge against earnings during the nine months ended September 30, 2014. The estimated discounted cash flows for these securities did not show an additional principal loss under various prepayment and default rate scenarios. Management concluded that it does not intend to sell these securities and that it is not likely it will be required to sell these securities.

Management also completed an OTTI analysis for two private label asset-backed securities, which did not have unrealized losses as of September 30, 2014. Management reviewed key credit metrics for these securities, including delinquency rates, cumulative default rates, prepayment speeds, foreclosure rates, loan-to-value ratios and credit support levels. Management’s calculation of the estimated discounted cash flows did not show additional principal losses for these securities under various prepayment and default rate scenarios. As a result of the stress tests that were performed, management concluded that additional OTTI charges were not required as of September 30, 2014 on these securities. Management also concluded that it does not intend to sell the securities and that it is not likely it will be required to sell these securities.

The unrealized losses shown in the previous table, were recorded as a component of other comprehensive income (loss), net of tax on the Company’s Consolidated Statements of Changes in Stockholders’ Equity.

The following table presents a summary of the credit-related OTTI charges recognized as components of earnings:


	For The Nine Months Ended September 30,		For The Nine Months Ended September 30,
	2014		2013
	(Dollars in thousands)
Beginning balance	$	1,318	$	1,155
Additions:
Credit loss not previously recognized		-		180
Reductions:
Realized loss on sale of security on OTTI previously recognized		(282)		-
Losses realized during the period on OTTI previously recognized		(3)		(13)
Receipt of cash flows on previously recorded OTTI		(136)		-
Ending balance	$	897	$	1,322

Further deterioration in credit quality and/or a continuation of the current imbalances in liquidity that exist in the marketplace might adversely affect the fair values of the Company’s investment portfolio and may increase the potential that certain unrealized losses will be designated as “other-than-temporary” and that the Company may incur additional write-downs in future periods.

Scheduled contractual maturities of available for sale securities are as follows:


	Amortized		Fair
	Cost		Value
	(Dollars in thousands)
September 30, 2014:
After one year through five years	$	597	$	649
After five years through ten years		30,825		33,119
After ten years		38,573		40,834
Mortgage-backed securities		64,430		64,120
Asset-backed securities		1,751		2,170
Equity securities		22		59
	$	136,198	$	140,951

The Company sold one private-label asset-backed security and six mortgage-backed securities during the nine months ended September 30, 2014, for total proceeds of $10.3 million, resulting in gross realized gains of $274,000 and gross realized losses of $215,000. During the nine months ended September 30, 2013, the Company sold available for sale securities for total proceeds of $3.0 million, resulting in gross realized gains of $206,000. During the nine months ended September 30, 2013, the Company received a $1.4 million settlement related to the sale of available for sale securities in the fourth quarter of 2012.

Note 4 - Allowance for Loan Losses

Management segregates the loan portfolio into loan types and analyzes the risk level for each loan type when determining its allowance for loan losses. The loan types are as follows:

Real Estate Loans:

One- to Four-Family – are loans secured by first lien collateral on residential real estate primarily held in the Western New York region. These loans can be affected by economic conditions and the value of underlying properties. Western New York has not been impacted as severely as other parts of the country by fluctuating real estate prices. Furthermore, the Company has conservative underwriting standards and does not have any sub-prime loans in its loan portfolio.

Home Equity - are loans or lines of credit secured by second lien collateral on owner-occupied residential real estate primarily held in the Western New York area. These loans can also be affected by economic conditions and the values of underlying properties. Home equity loans may have increased risk of loss if the Company does not hold the first mortgage resulting in the Company being in a secondary position in the event of collateral liquidation. The Company does not originate interest only home equity loans.

Commercial Real Estate – are loans used to finance the purchase of real property, which generally consists of developed real estate that is held as first lien collateral for the loan. These loans are secured by real estate properties that are primarily held in the Western New York region. Commercial real estate lending involves additional risks compared with one- to four-family residential lending, because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, and/or the collateral value of the commercial real estate securing the loan, and repayment of such loans may be subject to adverse conditions in the real estate market or economic conditions to a greater extent than one- to four-family residential mortgage loans. Also, commercial real estate loans typically involve large loan balances to single borrowers or groups of related borrowers.

Construction – are loans to finance the construction of either one- to four-family owner occupied homes or commercial real estate. At the end of the construction period, the loan automatically converts to either a conventional or commercial mortgage, as applicable. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion compared to the actual cost of construction.

Other Loans:

Commercial – includes business installment loans, lines of credit, and other commercial loans. Most of our commercial loans have fixed interest rates, and are for terms generally not in excess of 10 years. Whenever possible, we collateralize these loans with a lien on business assets and equipment and require the personal guarantees from principals of the borrower. Commercial loans generally involve a higher degree of credit risk because the collateral underlying the loans may be in the form of intangible assets and/or inventory subject to market obsolescence. Commercial loans can also involve relatively large loan balances to a single borrower or groups of related borrowers, with the repayment of such loans typically dependent on the successful operation of the commercial business and the income stream of the borrower. Such risks can be significantly affected by economic conditions.

Consumer – consist of loans secured by collateral such as an automobile or a deposit account, unsecured loans and lines of credit. Consumer loans tend to have a higher credit risk due to the loans being either unsecured or secured by rapidly depreciable assets. Furthermore, consumer loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

The allowance for loan losses is a valuation account that reflects the Company’s evaluation of the losses inherent in its loan portfolio. In order to determine the adequacy of the allowance for loan losses, the Company estimates losses by loan type using historical loss factors, as well as other environmental factors, such as trends in loan volume and loan type, loan concentrations, changes in the experience, ability and depth of the Company’s lending management, and national and local economic conditions. The Company's determination as to the classification of loans and the amount of loss allowances are subject to review by regulatory agencies, which can require the establishment of additional loss allowances.

The Company also reviews all loans on which the collectability of principal may not be reasonably assured, by reviewing payment status, financial conditions and estimated value of loan collateral. These loans are assigned an internal loan grade, and the Company assigns the amount of loss components to these classified loans based on loan grade.

The following tables summarize the activity in the allowance for loan losses for the three and nine months ended September 30, 2014 and 2013 and the distribution of the allowance for loan losses and loan receivable by loan portfolio class and impairment method as of September 30, 2014.


	Real Estate Loans								Other Loans
	One- to Four-Family		Home Equity		Commercial		Construction		Commercial		Consumer		Unallocated		Total
	(Dollars in thousands)
September 30, 2013
Allowance for Loan Losses:
Balance – July 1, 2013	$	454	$	41	$	1,082	$	-	$	226	$	5	$	15	$	1,823
Charge-offs		(52)		-		(21)		-		(17)		(2)		-		(92)
Recoveries		27		-		-		-		1		-		-		28
Provision (Credit)		(81)		38		119		2		(12)		8		(14)		60
Balance – September 30, 2013	$	348	$	79	$	1,180	$	2	$	198	$	11	$	1	$	1,819

Balance – January 1, 2013	$	393	$	79	$	1,118	$	-	$	202	$	14	$	-	$	1,806
Charge-offs		(52)		-		(21)		-		(47)		(19)		-		(139)
Recoveries		35		4		5		-		3		-		-		47
Provision (Credit)		(28)		(4)		78		2		40		16		1		105
Balance – September 30, 2013	$	348	$	79	$	1,180	$	2	$	198	$	11	$	1	$	1,819


	Real Estate Loans								Other Loans
	One- to Four-Family		Home Equity		Commercial		Construction		Commercial		Consumer		Unallocated		Total
	(Dollars in thousands)
September 30, 2014
Allowance for Loan Losses:
Balance – July 1, 2014	$	345	$	97	$	1,049	$	-	$	196	$	22	$	64	$	1,773
Charge-offs		-		(12)		-		-		(21)		(11)		-		(44)
Recoveries		1		1		-		-		-		2		-		4
Provision (Credit)		82		15		(5)		-		25		11		(58)		70
Balance – September 30, 2014	$	428	$	101	$	1,044	$	-	$	200	$	24	$	6	$	1,803

Balance – January 1, 2014	$	355	$	80	$	1,104	$	-	$	218	$	9	$	47	$	1,813
Charge-offs		(17)		(25)		-		-		(25)		(29)		-		(96)
Recoveries		3		1		-		-		-		12		-		16
Provision (Credit)		87		45		(60)		-		7		32		(41)		70
Balance – September 30, 2014	$	428	$	101	$	1,044	$	-	$	200	$	24	$	6	$	1,803
Ending balance: individually evaluated for impairment	$	-		-		125		-		6		-		-	$	131
Ending balance: collectively evaluated for impairment	$	428	$	101	$	919	$	-	$	194	$	24	$	6	$	1,672

Gross Loans Receivable (1):
Ending balance	$	167,301	$	32,100	$	58,585	$	2,657	$	11,809	$	1,584	$	-	$	274,036
Ending balance: individually evaluated for impairment	$	213	$	10	$	3,023	$	-	$	11	$	-	$	-	$	3,257
Ending balance: collectively evaluated for impairment	$	167,088	$	32,090	$	55,562	$	2,657	$	11,798	$	1,584	$	-	$	270,779

⁽¹⁾

Gross Loans Receivable does not include allowance for loan losses of $(1,803) or deferred loan costs of $2,923.

The following table summarizes the distribution of the allowance for loan losses and loans receivable by loan portfolio class as of December 31, 2013:


	Real Estate Loans									Other Loans
	One- to Four-Family		Home Equity		Commercial		Construction		Commercial		Consumer		Unallocated		Total
	(Dollars in thousands)

December 31, 2013
Allowance for Loan Losses:
Balance – December 31, 2013	$	355	$	80	$	1,104	$	-	$	218	$	9	$	47	$	1,813
Ending balance: individually evaluated for impairment	$	-		-		125		-		-		-		-	$	125
Ending balance: collectively evaluated for impairment	$	355	$	80	$	979	$	-	$	218	$	9	$	47	$	1,688

Gross Loans Receivable (1):
Ending Balance	$	170,793	$	31,675	$	58,746	$	936	$	12,645	$	1,517	$	-	$	276,312
Ending balance: individually evaluated for impairment	$	177	$	4	$	2,458	$	-	$	9	$	-	$	-	$	2,648
Ending balance: collectively evaluated for impairment	$	170,616	$	31,671	$	56,288	$	936	$	12,636	$	1,517	$	-	$	273,664

⁽¹⁾

Gross Loans Receivable does not include allowance for loan losses of $(1,813) or deferred loan costs of $2,846.

Although the allocations noted above are by loan type, the allowance for loan losses is general in nature and is available to offset losses from any loan in the Company’s portfolio. The unallocated component of the allowance for loan losses reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for existing specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will not be able to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status, collateral value and the probability of collecting scheduled payments when due. Impairment is measured on a loan-by-loan basis for commercial real estate loans and commercial loans. Larger groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, home equity, or one- to four-family loans for impairment disclosure, unless they are subject to a troubled debt restructuring.

The following is a summary of information pertaining to impaired loans at or for the periods indicated:


			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance		Allowance		Investment		Recognized
	(Dollars in thousands)
							For the Nine Months Ended
	At September 30, 2014						September 30, 2014
With no related allowance recorded:
Residential, one- to four-family	$	213	$	213	$	-	$	217	$	7
Home equity		10		10		-		11		1
Commercial real estate		2,422		2,422		-		2,423		16
Commercial loans		5		5		-		6		-
With an allowance recorded:
Commercial real estate		601		601		125		589		5
Commercial loans		6		6		6		7		-
Total	$	3,257	$	3,257	$	131	$	3,253	$	29


							For the Year Ended
	At December 31, 2013						December 31, 2013
With no related allowance recorded:
Residential, one- to four-family	$	177	$	177	$	-	$	189	$	11
Home equity		4		4		-		5		-
Commercial real estate		1,911		1,911		-		1,969		80
Commercial loans		9		9		-		69		4
With an allowance recorded:
Commercial real estate		547		547		125		656		55
Commercial loans		-		-		-		44		-
Total	$	2,648	$	2,648	$	125	$	2,932	$	150

The following table provides an analysis of past due loans and non-accruing loans as of the dates indicated:


					90 Days or
	30-59 Days		60-89 Days		More		Total Past			Current	Total Loans		Loans on
	Past Due		Past Due		Past Due		Due			Due	Receivable		Non-Accrual
	(Dollars in thousands)
September 30, 2014:
Real Estate Loans:
Residential, one- to four-family	$	740	$	1,081	$	1,155	$	2,976	$	164,325	$	167,301	$	2,352
Home equity		241		222		156		619		31,481		32,100		300
Commercial		623		-		1,998		2,621		55,964		58,585		2,599
Construction		-		-		-		-		2,657		2,657		-
Other Loans:
Commercial		36		-		37		73		11,736		11,809		77
Consumer		2		-		4		6		1,578		1,584		5
Total	$	1,642	$	1,303	$	3,350	$	6,295	$	267,741	$	274,036	$	5,333

December 31, 2013:
Real Estate Loans:
Residential, one- to four-family	$	1,629	$	825	$	880	$	3,334	$	167,459	$	170,793	$	2,145
Home equity		326		32		156		514		31,161		31,675		325
Commercial		43		-		1,911		1,954		56,792		58,746		1,911
Construction		-		-		-		-		936		936		-
Other Loans:
Commercial		50		-		41		91		12,554		12,645		137
Consumer		18		1		4		23		1,494		1,517		7
Total	$	2,066	$	858	$	2,992	$	5,916	$	270,396	$	276,312	$	4,525

The accrual of interest on loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. A loan does not have to be 90 days delinquent in order to be classified as non-accrual. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance. Interest income not recognized on non-accrual loans during the nine month periods ended September 30, 2014 and 2013 was $278,000 and $91,000, respectively.

The Company’s policies provide for the classification of loans as follows:

Pass/Performing;

Special Mention – does not currently expose the Company to a sufficient degree of risk but does possess credit deficiencies or potential weaknesses deserving the Company’s close attention;

Substandard – has one or more well-defined weaknesses and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. A substandard asset would be one inadequately protected by the current net worth and paying capacity of the obligor or pledged collateral, if applicable;

Doubtful – has all the weaknesses inherent in substandard loans with the additional characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss; and

Loss – loan is considered uncollectible and continuance without the establishment of a specific valuation reserve is not warranted.

The Company’s Asset Classification Committee is responsible for monitoring risk ratings and making changes as deemed appropriate. Each commercial loan is individually assigned a loan classification. The Company’s consumer loans, including residential one- to four-family loans and home equity loans, are not classified as described above. Instead, the Company uses the delinquency status as the basis for classifying these loans.

Unless the loan is well secured and in the process of collection, all consumer loans that are more than 90 days past due are classified.

The following table summarizes the internal loan grades applied to the Company’s loan portfolio as of September 30, 2014 and December 31, 2013:


	Pass/Performing		Special Mention		Substandard		Doubtful		Loss		Total
	(Dollars in thousands)
September 30, 2014
Real Estate Loans:
Residential, one- to four-family	$	164,201	$	-	$	3,100	$	-	$	-	$	167,301
Home equity		31,667		-		433		-		-		32,100
Commercial		51,915		3,269		2,714		687		-		58,585
Construction		2,657		-		-		-		-		2,657
Other Loans:
Commercial		11,123		558		123		5		-		11,809
Consumer		1,577		-		6		-		1		1,584
Total	$	263,140	$	3,827	$	6,376	$	692	$	1	$	274,036


December 31, 2013
Real Estate Loans:
Residential, one- to four-family	$	168,018	$	-	$	2,775	$	-	$	-	$	170,793
Home equity		31,253		-		387		35		-		31,675
Commercial		53,136		2,743		2,320		547		-		58,746
Construction		936		-		-		-		-		936
Other Loans:
Commercial		12,080		347		218		-		-		12,645
Consumer		1,512		-		1		-		4		1,517
Total	$	266,935	$	3,090	$	5,701	$	582	$	4	$	276,312

Troubled debt restructurings (“TDRs”) occur when we grant borrowers concessions that we would not otherwise grant but for economic or legal reasons pertaining to the borrower’s financial difficulties. A concession is made when the terms of the loan modification are more favorable than the terms the borrower would have received in the current market under similar financial difficulties. These concessions may include, but are not limited to, modifications of the terms of the debt, the transfer of assets or the issuance of an equity interest by the borrower to satisfy all or part of the debt, or the addition of borrower(s). The Company identifies loans for potential TDRs primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. Generally, we will not return a TDR to accrual status until the borrower has demonstrated the ability to make principal and interest payments under the restructured terms for at least six consecutive months. The Company’s TDRs are impaired loans, which may result in specific allocations and subsequent charge-offs if appropriate.

The following table summarizes the loans that were classified as TDRs as of the dates indicated:


					Non-Accruing				Accruing				TDRs That Have Defaulted on Modified Terms Year to Date
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment		Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	(Dollars in thousands)
At September 30, 2014
Real Estate Loans:
Residential, one- to four-family		5	$	213		-	$	-		5	$	213		-	$	-
Home equity		2		10		-		-		2		10		-		-
Total		7	$	223		-	$	-		7	$	223		-	$	-


At December 31, 2013
Real Estate Loans:
Residential, one- to four-family		4	$	192		1	$	48		3	$	144		1	$	48
Home equity		1		4		-		-		1		4		-		-
Total		5	$	196		1	$	48		4	$	148		1	$	48

The following table details the activity in loans which were first deemed to be TDRs during the nine months ended September 30, 2014 and 2013. No loans were first deemed TDRs during the three months ended September 30, 2014 and 2013.


	For The Nine Months Ended September 30,
	2014						2013
	Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Real Estate Loans:
Residential, one- to four-family		1	$	46	$	46		4	$	208	$	208
Home equity		1		6		6		1		5		5
Total		2	$	52	$	52		5	$	213	$	213

No additional loan commitments were outstanding to these borrowers at September 30, 2014 and at December 31, 2013.

Some loan modifications classified as TDRs may not ultimately result in full collection of principal and interest, as modified, which may result in potential losses. These potential losses have been factored into our overall estimate of the allowance for loan losses. The impact on the allowance was immaterial.

Note 5 – Earnings per Share

Earnings per share was calculated for the three and nine months ended September 30, 2014 and 2013, respectively. Basic earnings per share is based upon the weighted average number of common shares outstanding, exclusive of unearned shares held by the Employee Stock Ownership Plan of Lake Shore Bancorp, Inc. (the “ESOP”), unearned shares held by the 2006 Recognition and Retention Plan (“RRP”), and the 2012 Equity Incentive Plan (“EIP”). Diluted earnings per share is based upon the weighted average number of common shares outstanding and common share equivalents that would arise from the exercise of dilutive

securities. Stock options are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent they would be dilutive and computed using the treasury stock method.

The calculated basic and diluted earnings per share are as follows:


	Three Months Ended September 30,
	2014		2013
Numerator – net income	$	688,000	$	986,000
Denominator:
Basic weighted average shares outstanding		5,763,417		5,703,020
Increase in weighted average shares outstanding due to:
Stock options		28,428		17,004
Diluted weighted average shares outstanding		5,791,845		5,720,024

Earnings per share:
Basic	$	0.12	$	0.17
Diluted	$	0.12	$	0.17

	Nine Months Ended September 30,
	2014		2013
Numerator – net income	$	2,362,000	$	2,692,000
Denominator:
Basic weighted average shares outstanding		5,723,148		5,701,450
Increase in weighted average shares outstanding due to:
Stock options		28,269		11,610
Diluted weighted average shares outstanding		5,751,417		5,713,060

Earnings per share:
Basic	$	0.41	$	0.47
Diluted	$	0.41	$	0.47

Note 6 – Commitments to Extend Credit

The Company has commitments to extend credit with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

The following commitments to extend credit were outstanding as of the dates specified:


	Contract Amount
	September 30,		December 31,
	2014		2013
	(Dollars in thousands)

Commitments to grant loans	$	12,468	$	8,420
Unfunded commitments under lines of credit	$	28,118	$	28,430

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer. At September 30, 2014 and December 31, 2013, the Company’s fixed rate loan commitments totaled $8.0 million and $6.2 million, respectively. The range of interest rates on the fixed rate commitments at September 30, 2014 was 3.75% to 6.25%.

Note 7 – Stock-based Compensation

As of September 30, 2014, the Company had four stock-based compensation plans, which are described below. The compensation cost that has been recorded under salary and benefits expense in the non-interest expense section of the consolidated statements of income for these plans was $62,000 and $33,000 for the three months ended September 30, 2014 and 2013, respectively. The compensation cost that has been recorded for the nine months ended September 30, 2014 and 2013, respectively was $131,000 and $98,000.

2006 Stock Option Plan

The Company’s 2006 Stock Option Plan (the “Stock Option Plan”), which was approved by the Company’s stockholders, permits the grant of options to its employees and non-employee directors for up to 297,562 shares of common stock.

Both incentive stock options and non-qualified stock options may be granted under the Stock Option Plan. The exercise price of each stock option equals the market price of the Company’s common stock on the date of grant and an option’s maximum term is ten years. The stock options generally vest over a five year period.

A summary of the status of the Stock Option Plan as of September 30, 2014 and 2013 is presented below:


	September 30, 2014				September 30, 2013
	Options		Exercise Price	Remaining Contractual Life	Options		Exercise Price	Remaining Contractual Life
Outstanding at beginning of year	230,106	$	11.05		236,809	$	11.05
Granted	-		-		-		-
Exercised	(3,646)		11.50		(506)	$	8.01
Forfeited	-		-		-		-
Outstanding at end of period	226,460	$	11.04	2 years	236,303	$	11.05	3 years

Options exercisable at end of period	222,905	$	11.09	2 years	227,043	$	11.18	3 years

Fair value of options granted			-				-

At September 30, 2014, stock options outstanding had an intrinsic value of $8,000 and 60,753 options remained available for grant under the Stock Option Plan. Compensation expense amounted to $1,000 for the quarter ended September 30, 2014 and $3,000 for the quarter ended September 30, 2013. Compensation expense amounted to $3,000 for the nine months ended September 30, 2014 and $7,000 for the nine months ended September 30, 2013. At September 30, 2014, $1,000 of unrecognized compensation cost related to stock options is expected to be recognized over a period of 3 months.

2006 Recognition and Retention Plan

The Company’s 2006 Recognition and Retention Plan (“RRP”), which was approved by the Company’s stockholders, permits the grant of restricted stock awards (“Awards”) to employees and non-employee directors for up to 119,025 shares of common stock.

On August 12, 2014, the Board of Directors granted 24,471 restricted stock awards under the RRP to non-employee directors and employees. The fair value of these awards on the grant date was $12.16. Awards vest at a rate of 20% per year. As of September 30, 2014 there were 80,794 shares vested or distributed to eligible participants under the RRP. Compensation expense related to the RRP amounted to $14,000 for the quarter ended September 30, 2014 and $7,000 for the quarter ended September 30, 2013. Compensation expense related to the RRP amounted to $24,000 for the nine months ended September 30, 2014 and 2013. At September 30, 2014, $297,000 of unrecognized compensation cost related to the RRP is expected to be recognized over a period of 33 to 59 months.

A summary of the status of unvested shares under the RRP for the nine months ended September 30, 2014 and 2013 is as follows:


	2014		Weighted Average Grant Price	2013		Weighted Average Grant Price
Unvested shares outstanding at beginning of year	6,595	$	7.99	10,630	$	7.98
Granted	24,471		12.16	-		-
Vested	(4,035)		7.97	(4,035)		7.96
Forfeited	-		-	-		-
Unvested shares outstanding at end of period	27,031	$	11.77	6,595	$	7.99

2012 Equity Incentive Plan

The Company’s 2012 Equity Incentive Plan (the “EIP”), which was approved by the Company’s stockholders on May 23, 2012, permits the grant of restricted stock awards, incentive stock options or non-qualified stock options to employees and non-employee directors for up to 200,000 shares of common stock. As required by federal regulations, awards were not permitted to be made under the EIP until Federal Reserve Board approval was obtained. On April 24, 2014, the Company received the approval of the Federal Reserve Bank of Philadelphia to begin making awards under the EIP.

The Board of Directors has granted restricted stock awards as follows:


Grant Date	Number of Restricted Stock Awards	Vesting		Fair Value of Award on Grant Date	Awardees

May 21, 2014	3,518	100% on December 9, 2014	$	12.28	Non-employee directors
August 12, 2014	21,052	20% per year with first vesting date on August 12, 2015	$	12.16	Non-employee directors

A summary of the status of unvested shares under the EIP for the nine months ended September 30, 2014 is as follows:


	2014		Weighted Average Grant Price
Unvested shares outstanding at beginning of year	-	$	-
Granted	24,570		12.18
Vested	-		-
Forfeited	-		-
Unvested shares outstanding at end of period	24,570	$	12.18

Compensation expense related to the EIP amounted to $25,000 and $33,000 for the three and nine months ended September 30, 2014. At September 30, 2014, $265,000 of unrecognized compensation cost related to unvested awards is expected to be recognized over a period of 3 to 59 months.

Employee Stock Ownership Plan (“ESOP”)

The Company established the ESOP for the benefit of eligible employees of the Company and the Bank. All Company and Bank employees meeting certain age and service requirements are eligible to participate in the ESOP. Participants’ benefits become fully vested after five years of service once the employee is eligible to participate in the ESOP. The Company utilized $2.6 million of the proceeds of its 2006 stock offering to extend a loan to the ESOP and the ESOP used such proceeds to purchase 238,050 shares on the open market at an average price of $10.70 per share, plus commission expenses. As a result of the purchase of shares by the ESOP, total stockholders’ equity of the Company was reduced by $2.6 million. As of September 30, 2014, the balance of the loan to the ESOP was $1.9 million and the fair value of unallocated shares was $2.2 million. As of September 30, 2014, there were 51,647 allocated shares and 174,569 unallocated shares compared to 46,731 allocated shares and 182,504 unallocated shares at September 30, 2013. The ESOP compensation expense was $22,000 for the quarter ended September 30, 2014 and $23,000 for the quarter ended September 30, 2013, based on 1,984 shares earned in each of those quarters. The ESOP compensation expense was $71,000 for the nine months ended September 30, 2014, and $67,000 for the nine months ended September 30, 2013 based on 5,951 shares earned in each of those quarters.

Note 8 - Fair Value of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of September 30, 2014 and December 31, 2013 and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. The estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported here.

The measurement of fair value under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC Topic 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities measurements (Level 1) and the lowest priority to unobservable input measurements (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.

Level 3: Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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

For assets measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2014 and December 31, 2013 were as follows:


	Fair Value Measurements at September 30, 2014
	September 30,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2014		(Level 1)		(Level 2)		(Level 3)
		(Dollars in thousands)
Measured at fair value on a recurring basis:
Securities available for sale:
U.S. Treasury bonds	$	14,128	$	14,128	$	-	$	-
Municipal bonds		60,474		-		60,474		-
Mortgage-backed securities:
Collateralized mortgage obligations-private label		65		-		65		-
Collateralized mortgage obligations-government sponsored entities		52,826		-		52,826		-
Government National Mortgage Association		591		-		591		-
Federal National Mortgage Association		7,791		-		7,791		-
Federal Home Loan Mortgage Corporation		2,847		-		2,847		-
Asset-backed securities:
Private label		2,043		-		-		2,043
Government sponsored entities		127		-		127		-
Equity securities		59		-		59		-
Total	$	140,951	$	14,128	$	124,780	$	2,043

Measured at fair value on a non-recurring basis:
Impaired loans	$	699	$	-	$	-	$	699
Foreclosed real estate		458		-		-		458

Any transfers between levels would be recognized as of the actual date of event or change in circumstances that caused the transfer. There were no reclassifications between the Level 1 and Level 2 categories for the nine months ended September 30, 2014.

	Fair Value Measurements at December 31, 2013
	December 31,		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2013		(Level 1)		(Level 2)		(Level 3)
		(Dollars in thousands)
Measured at fair value on a recurring basis:
Securities available for sale:
U.S. Treasury bonds	$	13,848	$	13,848	$	-	$	-
Municipal bonds		58,044		-		58,044		-
Mortgage-backed securities:
Collateralized mortgage obligations-private label		81		-		81		-
Collateralized mortgage obligations-government sponsored entities		62,625		-		62,625		-
Government National Mortgage Association		2,219		-		2,219		-
Federal National Mortgage Association		11,634		-		11,634		-
Federal Home Loan Mortgage Corporation		5,816		-		5,816		-
Asset-backed securities:
Private label		3,498		-		-		3,498
Government sponsored entities		134		-		134		-
Equity securities		65		-		65		-
Total	$	157,964	$	13,848	$	140,618	$	3,498

Measured at fair value on a non-recurring basis:
Impaired loans	$	699	$	-	$	-	$	699
Foreclosed real estate		555		-		-		555

Level 2 inputs for assets or liabilities measured at fair value on a recurring basis might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

The following table presents a reconciliation of the securities available for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3), specifically, asset-backed securities - private label, for the nine months ended September 30, 2014 and 2013:


	2014		2013
		(Dollars in thousands)
Beginning Balance	$	3,498	$	3,873
Total gains - realized/unrealized:
Included in earnings		-		-
Included in other comprehensive income		723		240
Total losses - realized/unrealized:
Included in earnings		(98)		(180)
Included in other comprehensive income		(176)		-
Sales		(1,544)		-
Principal paydowns		(360)		(298)
Transfers to (out of) Level 3		-		-
Ending Balance	$	2,043	$	3,635

Both observable and unobservable inputs may be used to determine the fair value of assets and liabilities measured on a recurring basis that the Company has classified within the Level 3 category. As a result, any unrealized gains and losses for assets within the Level 3 category may include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

The following table presents additional quantitative information about the Level 3 inputs for the asset-backed securities - private label category. The fair values for this category were developed using the discounted cash flow technique with the following unobservable input ranges as of September 30, 2014 (dollars in thousands):

Unobservable Inputs

Security Category

Fair Value Estimate

Loan Type/Collateral

Credit Ratings

Constant Prepayment Speed (CPR)

Probability of Default (Annual Default Rate)

Loss Severity

Asset-backed securities - private label

2,043

Sub-prime First and Prime Second Lien - Residential Real Estate

B- thru D

4 - 10

4.0% - 6.0%

70.0% - 100.0%

Level 3 inputs are determined by internal management with inputs from its third party financial advisor on a quarterly basis. The significant unobservable inputs used in the fair value measurement of the reporting entity’s asset-backed, private label securities are prepayment rates, probability of default and loss severity in the event of default. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.

In addition to disclosure of the fair value of assets on a recurring basis, ASC Topic 820 requires disclosures for assets and liabilities measured at fair value on a non-recurring basis, such as impaired assets and foreclosed real estate. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of these loans. Non-recurring adjustments also include certain impairment amounts for collateral-dependent loans calculated as required by ASC Topic 310, “Receivables – Loan Impairment,” when establishing the allowance for loan losses.

An impaired loan is carried at fair value based on either a recent appraisal less estimated selling costs of related collateral or discounted cash flows based on current market conditions. As of September 30, 2014, two impaired loans with a specific allowance had a carrying amount of $606,000 with a valuation allowance of $131,000. The allocated allowance is based on a fair value measurement of underlying collateral of $646,000 less estimated liquidation expenses equal to 10% of the collateral value, resulting in an additional $6,000 provision for loan losses during the nine month period ended September 30, 2014. As of September 30, 2014, impaired loans with no specific allowance had a carrying amount of $41,000 and a fair value of $53,000. As of December 31, 2013, one impaired loan with a specific allowance had a carrying amount of $547,000 with a valuation allowance of $125,000. The allocated allowance is based on a fair value measurement of underlying collateral of $646,000 less estimated liquidation expenses equal to 10% of the collateral value, past due and estimated delinquent real estate taxes, and an additional discount for dated financial information. As of December 31, 2013, one impaired loan with no specific allowance had a carrying amount of $48,000 and a fair value of $53,000. The use of independent appraisals, discounted cash flow models and management’s best judgment are significant inputs in arriving at the fair value of the underlying collateral of impaired loans and are therefore classified within Level 3 of the fair value hierarchy.

Foreclosed real estate consists of property acquired in settlement of loans which is carried at its fair value based on recent appraisals less estimated selling costs. The fair value of foreclosed assets is reported on a non-recurring basis when the value of acquired property has been written down. Fair value is based upon independent market prices or appraised value of the property. These assets are included in Level 3 fair value based upon the lowest level of input that is significant to the fair value measurement. The use of independent appraisals and management’s best judgment are significant inputs in arriving at the fair value of the underlying collateral on foreclosed real estate and is therefore classified within Level 3 of the fair value hierarchy. As of September 30, 2014, foreclosed real estate had a carrying amount of $445,000 and was written down to $365,000 based on a fair value of $458,000 less estimated liquidation expenses of 7% to 15% of the collateral value, resulting in an additional write down of $13,000 during the nine month period ended September 30, 2014. As of December 31, 2013 foreclosed real estate had a carrying amount of $644,000 and was written down to $486,000 based on a fair value of $555,000 less estimated liquidation expenses of 7% to 15% of the collateral value resulting in $158,000 in write-downs during the year ended December 31, 2013.

The carrying amount and estimated fair value of the Company’s financial instruments, whether carried at cost or fair value, are as follows:


	Fair Value Measurements at September 30, 2014
	Carrying		Estimated		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Financial assets:
Cash and cash equivalents	$	41,892	$	41,892	$	41,892	$	-	$	-
Securities available for sale		140,951		140,951		14,128		124,780		2,043
Federal Home Loan Bank stock		1,375		1,375		-		1,375		-
Loans receivable, net		275,156		273,073		-		-		273,073
Accrued interest receivable		1,864		1,864		-		1,864		-

Financial liabilities:
Deposits		389,505		392,269		-		392,269		-
Long-term debt		18,950		19,052		-		19,052		-
Accrued interest payable		40		40		-		40		-

Off-balance-sheet financial instruments		-		-		-		-		-



	Fair Value Measurements at December 31, 2013
	Carrying		Estimated		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
	(Dollars in thousands)
Financial assets:
Cash and cash equivalents	$	17,202	$	17,202	$	17,202	$	-	$	-
Securities available for sale		157,964		157,964		13,848		140,618		3,498
Federal Home Loan Bank stock		1,560		1,560		-		1,560		-
Loans receivable, net		277,345		266,449		-		-		266,449
Accrued interest receivable		1,787		1,787		-		1,787		-

Financial liabilities:
Deposits		388,235		392,801		-		392,801		-
Short-term borrowings		11,650		11,650		-		11,650		-
Long-term debt		7,850		7,971		-		7,971		-
Accrued interest payable		25		25		-		25		-

Off-balance-sheet financial instruments		-		-		-		-		-

The following valuation techniques were used to measure the fair value of financial instruments in the above table:

Cash and cash equivalents (carried at cost)

The carrying amount of cash and cash equivalents approximates fair value.

Securities available for sale (carried at fair value)

The fair value of securities available for sale are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1) or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted prices. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, live trading levels, trade execution date, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. Level 2 securities which are fixed income instruments that are not quoted on an exchange, but are traded in active markets, are valued using prices obtained from our custodian, who use third party data service providers. Securities available for sale measured within the Level 3 category consist of private label asset-backed securities. The fair value measurement for these Level 3 securities is explained more fully earlier in this footnote.

Federal Home Loan Bank stock (carried at cost)

The carrying amount of Federal Home Loan Bank stock approximates fair value.

Loans Receivable (carried at cost)

The fair value of fixed-rate and variable rate performing loans is estimated using a discounted cash flow method. The discount rates take into account interest rates currently being offered to customers for loans with similar terms, the credit risk associated with the loan, estimated maturity and market factors including liquidity. The estimate of maturity is based on the Company’s contractual cash flows adjusted for prepayment estimates based on current economic and lending conditions. Fair value for significant nonperforming loans is based on carrying value which does not exceed recent external appraisals of any underlying collateral. Due to the significant judgment involved in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Accrued Interest Receivable and Payable (carried at cost)

The carrying amount of accrued interest receivable and payable approximates fair value.

Deposits (carried at cost)

The fair value of deposits with no stated maturity, such as savings, money market and checking is the amount payable on demand at the reporting date and are classified within Level 2 of the fair value hierarchy. The fair value of time deposits is based on the discounted value of contractual cash flows at current rates of interest for similar deposits using market rates currently offered for deposits of similar remaining maturities. Due to the minimal amount of unobservable inputs involved in evaluating assumptions used for discounted cash flows of time deposits, these deposits are classified within Level 2 of the fair value hierarchy.

Borrowings (carried at cost)

The fair value of long-term debt was calculated by discounting scheduled cash flows at current market rates of interest for similar borrowings through maturity of each instrument. Due to the minimal amount of unobservable inputs involved in evaluating assumptions used for discounted cash flows of long-term debt, they are classified within Level 2 of the fair value hierarchy. The carrying amount of short term borrowings approximates fair value of such liability.

Off-Balance Sheet Financial Instruments (disclosed at cost)

Fair values of the Company’s off-balance sheet financial instruments (lending commitments) are based on fees currently charged to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing. Other than loan commitments, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition.

Note 9 – Treasury Stock

During the quarter and nine months ended September 30, 2014, the Company repurchased 100 and 5,000 shares of common stock at an average price of $12.39 and $12.30 per share, respectively. These shares were repurchased pursuant to the Company’s publicly announced common stock repurchase programs. As of September 30, 2014, there were 56,410 shares remaining to be repurchased under the existing stock repurchase program. During the quarter and nine months ended September 30, 2014, the Company transferred 21,052 and 24,570 shares of common stock out of the treasury stock reserved for the 2012 Equity Incentive Plan, respectively, at an average cost of $9.39 per share to fund awards granted under the 2012 Equity Incentive Plan.

During the quarter and nine months ended September 30, 2013, the Company repurchased 5,000 shares of common stock at an average cost of $11.55 per share. These shares were repurchased pursuant to the Company’s publicly announced common stock repurchase programs. As of September 30, 2013, there were 66,510 shares remaining to be repurchased under the existing stock repurchase program.

Note 10 – Subsequent Events

On October 22, 2014, the Board of Directors declared a quarterly dividend of $0.07 per share on the Company’s common stock, payable on November 18, 2014 to stockholders of record as of November 4, 2014. Lake Shore, MHC, which holds 3,636,875 shares, or approximately 61.2% of the Company’s total outstanding stock, elected to waive its right to receive this cash dividend of approximately $255,000. On March 6, 2014, the MHC received the non-objection of the Federal Reserve Bank of Philadelphia to waive its right to receive dividends paid by the Company during the twelve months ending February 5, 2015, aggregating up to $0.28 per share. The MHC waived $255,000 of dividends during the three months ended September 30, 2014 and $765,000 for the nine month period ended September 30, 2014. Cumulatively, Lake Shore, MHC has waived

approximately $6.2 million of cash dividends as of September 30, 2014. The dividends waived by Lake Shore, MHC are considered a restriction on the retained earnings of the Company.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believe,” “will,” “expect,” “project,” “may,” “could,” “anticipate,” “estimate,” “intend,” “plan,” “targets” and similar expressions. These statements are based upon our current beliefs and expectations and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors.

The following factors, including the factors set forth in Part II, Item 1A of this and previous Quarterly Reports on Form 10-Q and in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements:

general and local economic conditions;

changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values and competition;

the ability of our customers to make loan payments;

our ability to continue to control costs and expenses;

changes in accounting principles, policies or guidelines;

our success in managing the risks involved in our business;

inflation, and market and monetary fluctuations;

the effect of new capital standards to be imposed by banking regulators;

changes in legislation or regulation, including the implementation of the Dodd-Frank Act; and

other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.

Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements we make may differ from actual outcomes. They can be affected by inaccurate assumptions we might make or known or unknown risks and uncertainties. Consequently, no forward-looking statements can be guaranteed. We undertake no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise.

Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. The detailed discussion focuses on our consolidated financial condition as of September 30, 2014 compared to the financial condition as of December 31, 2013 and the consolidated results of operations for the three and nine months ended September 30, 2014 and 2013.

Our results of operations depend primarily on our net interest income, which is the difference between the interest income we earn on loans and investments and the interest expense we pay on deposits and other interest-bearing liabilities such as borrowings. Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates we earn or pay on these balances.

Our operations are also affected by non-interest income, such as service fees and gains and losses on the sales of securities and loans, our provision for loan losses and non-interest expenses which include salaries and employee benefits, occupancy and equipment costs, professional fees, and other general and administrative expenses.

Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are principally concentrated in the Western New York area, and our operations and earnings are influenced by local economic conditions. Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences, and levels of personal income and savings in our primary market area. Certain areas of the Western New York market area have recently experienced economic growth especially in Erie County, and the Company has more than doubled its asset size since December 31, 2000.

While the recession is officially over and improvements have been noted in the housing market and unemployment rate, the Federal Reserve has continued to maintain the Fed Funds rate at 0.00%-0.25% for more than five years. The Federal Reserve has indicated that the Fed Funds rate will remain low until its dual mandates of maximum employment and a 2% inflation rate are achieved on a consistent basis, and as such, this rate is not expected to increase until mid-2015 or beyond. At the December 2013 meeting of the Federal Open Market Committee (“FOMC”), the Federal Reserve began to taper its quantitative easing (“QE”) program by reducing its purchases of mortgage-backed securities and treasury bonds by $10 billion per month. This program was further reduced by the FOMC at each subsequent meeting until the end of the program in October 2014. The Fed continues to reinvest cash flow received on its portfolio back into agency mortgage backed securities and treasury bonds. This action will continue to exert downward pressure on long-term rates. Current interest rates on residential mortgage loans remain very low compared to historical yields, and the rates have declined since January 2014. Despite this recent decline in interest rates on residential mortgage loans, the current interest rates have increased by approximately 70 basis points in the past 18 months, which has resulted in decreased loan origination and refinance activity. We will continue to closely monitor the impact of the national and regional economy on our net interest margin, results of operations and critical risk areas, including interest rate risk and credit risk.

As discussed in the Company’s Annual Report on Form 10-K Part I, Item 1 “Business – Supervision and Regulation” for the year ended December 31, 2013, since October 2008, numerous legislative actions, including the Dodd-Frank Act, have been taken in response to the financial crisis affecting the banking system and financial markets. While many of the regulations mandated by Dodd-Frank have been written, there are still a number that have not yet been finalized. While we do not know all the possible outcomes from these initiatives, we can anticipate that the Company will need to dedicate more resources to ensure compliance with the new legislation and regulations, which may impact profitability. There can be no assurance as to the actual impact any governmental program will have on the financial markets or our financial condition and results of operations. We remain active in monitoring these developments and supporting the interests of our shareholders.

Management Strategy

Our Reputation. Our primary management strategy has been to retain our perceived image as one of the most respected and recognized community banks in Western New York with over 123 years of service to our community. Our management strives to accomplish this goal by continuing to emphasize our high quality customer service and financial strength.

Branching. We opened our sixth branch office in Erie County, New York during the second quarter of 2013. This branch is located in Snyder, New York and is our eleventh branch overall. Our offices are located in Dunkirk, Fredonia, Jamestown, Lakewood and Westfield in Chautauqua County, New York and in Depew, East Amherst, Hamburg, Kenmore, Orchard Park and Snyder in Erie County, New York. Saturation of the market in Chautauqua County led to our expansion plan in Erie County, which is a critical component of our future profitability and growth.

An important strategic objective is to continue to evaluate and enhance the technology supporting our customer service. We are committed to making investments in technology and we believe that it represents an efficient way to deploy a portion of our capital. To this end, the Company has developed a five year plan for the implementation of cost effective and efficient digital services to meet our customer’s technology needs, to focus on attracting new customers, and to improve our operational efficiencies. Although we remain committed to expanding our retail branch footprint whenever it makes strategic sense, we will be concentrating our near term efforts on developing “clicks” instead of “bricks.”

Our People. A large part of our success is related to customer service and customer satisfaction. Having employees who understand and value our clientele and their business is a key component to our success. We believe that our present staff is one of our competitive strengths, and thus the retention of such persons and our ability to continue to attract quality personnel is a high priority.

Residential Mortgage and Other Lending. Historically, our lending portfolio has consisted predominantly of residential one- to four-family mortgage loans. At September 30, 2014 and December 31, 2013, we held $167.3 million and $170.8 million of residential one- to four-family mortgage loans, respectively, which constituted 61.1% and 61.8% of our total loan portfolio, at such respective dates. We originate commercial real estate loans to finance the purchase of real property, which generally consists of developed real estate. At September 30, 2014 and December 31, 2013, our commercial real estate loan portfolio consisted of loans totaling $58.6 million and $58.7 million respectively, or 21.4% and 21.3%, respectively, of total loans. In addition to commercial real estate loans, we also engage in small business commercial lending, including business installment loans, lines of credit, and other commercial loans. At September 30, 2014 and December 31, 2013, our commercial business loan portfolio consisted of loans totaling $11.8 million and $12.6 million, respectively, or 4.3% and 4.6%, respectively, of total loans. Other loan products offered to our customers include home equity lines of credit, construction loans and consumer loans, including automobile loans, overdraft lines of credit and share loans. We may sell one- to four-family residential loans in the future as part of our interest rate risk strategy and asset/liability management, if it is deemed appropriate. We typically retain servicing rights when we sell one- to four-family residential mortgage loans. One- to four-family residential mortgage loans will continue to be the dominant type of loan in our lending portfolio.

Investment Strategy. Our investment policy is designed primarily to manage the interest rate sensitivity of our assets and liabilities, to generate a favorable return without incurring undue interest rate and credit risk, to complement our lending activities and to provide and maintain liquidity within established guidelines. We employ a third party financial advisor to assist us in managing our investment portfolio and developing balance sheet strategies.

At September 30, 2014 and December 31, 2013, we had $141.0 million and $158.0 million, respectively, invested in securities available for sale, the majority of which are Treasury securities, agency collateralized mortgage obligation securities (“CMOs”), agency mortgage-backed securities, and municipal securities.

Asset-Liability Strategy. As stated above, our business consists primarily of originating one- to four-family residential real estate loans and commercial real estate loans secured by property in our market area and

investing in residential mortgage-backed securities, CMOs and municipal securities. One- to four-family residential real estate loans generally involve a lower degree of credit risk and carry a lower yield than commercial real estate and commercial business loans. The average maturity of residential real estate loans is longer than that for commercial loans. Our loans are primarily funded by time deposits, which typically mature within 2 years on average and core deposits (i.e. checking, savings and money market accounts). As a result, we are exposed to interest rate risk, as our interest-bearing liabilities will mature or re-price more quickly than our interest-earning assets in a rising rate environment. Although we plan to continue to originate one- to four- family residential mortgage loans going forward, we have been and intend to continue to increase our focus on the origination of commercial real estate loans and commercial business loans, which generally have higher returns and shorter durations than one- to four- family residential real estate loans. As part of our asset liability strategy, we review the duration of assets on our balance sheet, and if necessary, we may sell loans or securities to help manage our interest rate risk. Our strategy also includes improving our funding mix by increasing core deposits in order to help reduce and control our cost of funds. We value core deposits because they represent longer-term customer relationships as well as lower cost of funds. As part of our strategy to expand our commercial loan portfolio, we expect to attract lower cost core deposits as part of these borrower relationships. We offer competitive rates on a variety of deposit products to meet the needs of our customers and we promote long term deposits, where possible, to meet asset-liability goals. We also consider borrowed funds or derivatives as an opportunity to extend the duration of liabilities at attractive levels.

We are actively involved in managing our balance sheet through the direction of our Asset-Liability Committee and the assistance of a third party advisor. Recent economic conditions have underscored the importance of a strong balance sheet. We strive to achieve this through managing our interest rate risk, maintaining strong capital levels, putting aside adequate loan loss reserves and keeping liquid assets on hand. We believe diversifying our asset mix may improve the net interest margin and reduce the exposure of our net interest income and earnings to interest rate risk. We will continue to manage our interest rate risk by diversifying the type and maturity of our assets in our loan and investment portfolios and monitoring the maturities in our deposit portfolio and borrowing facilities.

Critical Accounting Policies

It is management’s opinion that accounting estimates covering certain aspects of our business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity required in making such estimates. Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy given the uncertainty in evaluating the level of the allowance for loan losses required for probable credit losses and the material effect that such judgments can have on the results of operations. Management’s monthly evaluation of the adequacy of the allowance considers our historical loan loss experience, review of specific loans, current economic conditions, and such other factors considered appropriate to estimate loan losses. Management uses presently available information to estimate probable losses on loans; however, future additions to the allowance may be necessary based on changes in estimates, assumptions, or economic conditions. Significant factors that could give rise to changes in these estimates include, but are not limited to, changes in economic conditions in our local area, concentrations of risk and decline in local property values. The Company's determination as to the amount of its allowance for loan losses is subject to review by its regulatory agencies, which can require that we establish additional loss allowances. Refer to Note 4 of the Notes to Consolidated Financial Statements for more information on the allowance for loan losses.

In management’s opinion, the accounting policy relating to the valuation of investments is a critical accounting policy. We use a third party vendor to provide independent pricing of the securities in our investment portfolio, with the exception of four securities which are not actively traded. The third party vendor utilizes public quotations, third party dealer quotes and pricing models. For the four securities that are not actively trading, the Company utilizes discounted cash flow models to determine fair value pricing. Thus, the determination of fair value pricing on investments may require significant judgment or estimation, particularly when liquid markets do not exist for the item being valued. The use of different assumptions for these valuations could produce significantly different results which may have material positive or negative effects on the results of our operations. Refer to Note 8 of the Notes to Consolidated Financial Statements for more information on fair value.

Management also considers the accounting policy relating to the impairment of investments to be a critical accounting policy due to the subjectivity and judgment involved and the material effect an impairment loss could have on the consolidated results of income. The credit portion of a decline in the fair market value of investments below cost deemed to be OTTI may be charged to earnings resulting in the establishment of a new cost basis for an asset. Management continually reviews the current value of its investments for evidence of OTTI. Refer to Note 3 of the Notes to Consolidated Financial Statements for more information on OTTI.

These critical policies and their application are reviewed periodically by our Audit/Risk Committee and our Board of Directors. All accounting policies are important, and as such, we encourage the reader to review each of the policies included in the notes to our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 to better understand how our financial performance is reported.

Analysis of Net Interest Income

Net interest income represents the difference between the interest we earn on our interest-earning assets, such as mortgage loans and investment securities, and the expense we pay on interest-bearing liabilities, such as deposits and borrowings. Net interest income depends on both the volume of our interest-earning assets and interest-bearing liabilities and the interest rates we earn or pay on them.

Average Balances, Interest and Average Yields. The following tables set forth certain information relating to our average balance sheets and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities, interest earned and interest paid for the periods indicated. Such yields and costs are derived by dividing interest income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods indicated. Average balances are derived from daily balances over the periods indicated. The average balances for loans are net of allowance for loan losses, but include non-accrual loans. Interest income on securities does not include a tax equivalent adjustment for bank qualified municipal bonds.


	For the Three Months Ended					For the Three Months Ended
	September 30, 2014					September 30, 2013
	Average		Interest Income/		Yield/	Average		Interest Income/		Yield/
	Balance		Expense		Rate	Balance		Expense		Rate
	(Dollars in thousands)
Interest-earning assets:
Interest-earning deposits & federal funds sold	$	36,265	$	6	0.07%	$	24,609	$	5	0.08%
Securities		144,321		1,082	3.00%		157,728		1,195	3.03%
Loans		275,079		3,307	4.81%		271,681		3,426	5.04%
Total interest-earning assets		455,665		4,395	3.86%		454,018		4,626	4.08%
Other assets		33,550					34,165
Total assets	$	489,215				$	488,183

Interest-bearing liabilities
Demand & NOW accounts	$	46,321	$	14	0.12%	$	42,481	$	12	0.11%
Money market accounts		78,717		61	0.31%		75,327		67	0.36%
Savings accounts		42,295		11	0.10%		39,727		10	0.10%
Time deposits		186,567		638	1.37%		200,221		708	1.41%
Borrowed funds		18,950		102	2.15%		22,047		62	1.12%
Other interest-bearing liabilities		1,102		25	9.07%		1,167		27	9.25%
Total interest-bearing liabilities		373,952		851	0.91%		380,970		886	0.93%
Other non-interest bearing liabilities		45,688					42,449
Stockholders' equity		69,575					64,764
Total liabilities & stockholders' equity	$	489,215				$	488,183
Net interest income			$	3,544				$	3,740
Interest rate spread					2.95%					3.15%
Net interest margin					3.11%					3.30%


	For the Nine Months Ended					For the Nine Months Ended
	September 30, 2014					September 30, 2013
	Average		Interest Income/		Yield/	Average		Interest Income/		Yield/
	Balance		Expense		Rate	Balance		Expense		Rate
	(Dollars in thousands)
Interest-earning assets:
Interest-earning deposits & federal funds sold	$	25,500	$	10	0.05%	$	21,629	$	13	0.08%
Securities		152,106		3,473	3.04%		158,709		3,534	2.97%
Loans		275,316		9,977	4.83%		271,271		10,361	5.09%
Total interest-earning assets		452,922		13,460	3.96%		451,609		13,908	4.11%
Other assets		34,279					34,041
Total assets	$	487,201				$	485,650

Interest-bearing liabilities
Demand & NOW accounts	$	45,780	$	41	0.12%	$	42,082	$	36	0.11%
Money market accounts		78,779		198	0.34%		73,103		201	0.37%
Savings accounts		41,228		32	0.10%		38,754		30	0.10%
Time deposits		189,854		1,958	1.38%		199,782		2,146	1.43%
Borrowed funds		19,276		202	1.40%		23,454		203	1.15%
Other interest-bearing liabilities		1,118		76	9.06%		1,181		79	8.92%
Total interest-bearing liabilities		376,035		2,507	0.89%		378,356		2,695	0.95%
Other non-interest bearing liabilities		42,837					40,805
Stockholders' equity		68,329					66,489
Total liabilities & stockholders' equity	$	487,201				$	485,650
Net interest income			$	10,953				$	11,213
Interest rate spread					3.07%					3.16%
Net interest margin					3.22%					3.31%

Rate Volume Analysis. The following tables analyze the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. The tables show the amount of the change in interest income or expense caused by either changes in outstanding balances (volume) or changes in interest rates. The effect of a change in volume is measured by applying the average rate during the first period to the volume change between the two periods. The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period. Changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the absolute value of the change due to volume and the change due to rate.


	Three Months Ended September 30, 2014
	Compared to
	Three Months Ended September 30, 2013
	Rate		Volume		Net Change
		(Dollars in thousands)
Interest-earning assets:
Interest-earning deposits & federal funds sold	$	(1)	$	2	$	1
Securities		(12)		(101)		(113)
Loans, including fees		(161)		42		(119)
Total interest-earning assets		(174)		(57)		(231)

Interest-bearing liabilities:
Demand & NOW accounts		1		1		2
Money market accounts		(9)		3		(6)
Savings accounts		-		1		1
Time deposits		(23)		(47)		(70)
Total deposits		(31)		(42)		(73)
Other interest-bearing liabilities:
Borrowed funds & other		49		(11)		38
Total interest-bearing liabilities		18		(53)		(35)
Total change in net interest income	$	(192)	$	(4)	$	(196)


	Nine Months Ended September 30, 2014
	Compared to
	Nine Months Ended September 30, 2013
	Rate		Volume			Net Change
	(Dollars in thousands)
Interest-earning assets:
Interest-earning deposits & federal funds sold	$	(5)	$	2	$	(3)
Securities		88		(149)		(61)
Loans, including fees		(537)		153		(384)
Total interest-earning assets		(454)		6		(448)

Interest-bearing liabilities:
Demand & NOW accounts		2		3		5
Money market accounts		(18)		15		(3)
Savings accounts		-		2		2
Time deposits		(84)		(104)		(188)
Total deposits		(100)		(84)		(184)
Other interest-bearing liabilities:
Borrowed funds & other		(44)		40		(4)
Total interest-bearing liabilities		(144)		(44)		(188)
Total change in net interest income	$	(310)	$	50	$	(260)

Our earnings may be adversely impacted by an increase in interest rates because the majority of our interest-earning assets are long-term, fixed rate mortgage-related assets that will not re-price as long-term interest rates increase. As rates rise, we expect loan applications to decrease, prepayment speeds to slow down and the

interest rate on our loan portfolio to remain static. Conversely, a majority of our interest-bearing liabilities have much shorter contractual maturities and are expected to re-price, resulting in increased interest expense. A significant portion of our deposits have no contractual maturities and are likely to re-price quickly as short-term interest rates increase. Therefore, in an increasing rate environment, our cost of funds is expected to increase more rapidly than the yields earned on our loan and securities portfolios. An increasing rate environment is expected to cause a decrease in our net interest rate spread and a decrease in our earnings. In order to mitigate this effect, the Bank’s Asset-Liability Committee is continuing to review its options in relation to core deposit growth, implementation of new products, promotion of adjustable rate commercial loan products and use of derivative products.

In a decreasing interest rate environment, our earnings may increase or decrease. If long-term interest-earning assets do not re-price and interest rates on short-term deposits begin to decrease, earnings may rise. However, low interest rates on loan products may result in an increase in prepayments, as borrowers refinance their loans. If we cannot re-invest the funds received from prepayments at a comparable spread, net interest income could be reduced. Also, in a falling interest rate environment, certain categories of deposits may reach a point where market forces prevent further reduction in interest paid on those products. The net effect of these circumstances is reduced net interest income and possibly net interest rate spread.

In the current extended low interest-rate environment, yields on the lending and investment portfolios have declined significantly, as have rates on deposit products and borrowed funds. Recently, the cost of funding has remained flat or increased slightly while asset yields have fallen, which has resulted in a decline of the net interest margin.

For the three months ended September 30, 2014, the average yields on our loan and investment portfolios were 4.81% and 3.00%, respectively, in comparison to 5.04% and 3.03%, respectively, for the three months ended September 30, 2013. Overall, the average yield on our interest earning assets decreased by 22 basis points to 3.86% for the three months ended September 30, 2014 in comparison to the three months ended September 30, 2013 primarily due to lower interest income earned on our loan portfolio as a result of the low interest rate environment and an increase in the average balance of cash and cash equivalents. For the three months ended September 30, 2014, the average rate that we were paying on interest-bearing liabilities decreased by two basis points to 0.91% in comparison with the same period in the prior year. This was primarily due to a decrease in the average interest rate paid on time deposits, offset by an increase in the rate paid on borrowed funds. The average balance of core deposits has increased by $9.8 million since September 30, 2013 while there has been a decline of $13.7 million in average time deposit balances. Our interest rate spread for the three months ended September 30, 2014 was 2.95% which was a 20 basis point decrease in comparison to the three months ended September 30, 2013. Our net interest margin was 3.11% and 3.30% for the three months ended September 30, 2014 and 2013, respectively.

For the nine month period ended September 30, 2014, the average yields on our loan portfolio and investment portfolio were 4.83% and 3.04%, respectively, in comparison to 5.09% and 2.97%, respectively for the nine month period ended September 30, 2013. Overall, the average yield on our interest earning assets decreased by 15 basis points to 3.96% for the nine months ended September 30, 2014 from 4.11% for the nine months ended September 30, 2013 primarily due to lower interest income earned on our loan portfolio as a result of the low interest rate environment and an increase in the average balance of cash and cash equivalents. For the nine months ended September 30, 2014, the average rate paid on interest-bearing liabilities decreased by six basis points to 0.89% in comparison to the same period in the prior year. This was primarily due to a decrease in the average interest rate paid on time deposits from 1.43% for the nine month period ended September 30, 2013 to 1.38% for the nine month period ended September 30, 2014, along with a $9.9 million decrease in the average balance of time deposits since September 30, 2013. The average balance of core deposits increased by $11.8 million since September 30, 2013. The overall decrease in the average rate paid on interest-bearing liabilities was partially offset by a 25 basis point increase in the average interest rate paid on borrowed funds during the nine months ended September 30, 2014 in comparison to the same period in the prior year. Our interest rate spread for the nine months ended September 30, 2014 was 3.07%, which was a nine basis point decrease in comparison to the nine months ended September 30, 2013. Our net interest margin was 3.22% and 3.31% for the nine months ended September 30, 2014 and 2013, respectively.

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

Total assets at September 30, 2014 were $486.6 million, an increase of $4.4 million, or 0.9%, from $482.2 million at December 31, 2013. The increase in total assets was primarily due to a $24.7 million increase in cash and cash equivalents, partially offset by a $17.0 million decrease in securities available for sale, a $2.2 million decrease in loans receivable, net and a $1.0 million decrease in other assets.

Cash and cash equivalents increased by $24.7 million, or 143.5%, from $17.2 million at December 31, 2013 to $41.9 million at September 30, 2014. The increase was primarily attributed to the receipt of cash proceeds from the sale of $10.3 million of available for sale securities and from $13.1 million of net pay-downs on the investment and loan portfolios. The increase was also due to a $1.3 million increase in total deposits which were partially offset by cash used to originate loans and pay-down borrowings.

Securities available for sale decreased by $17.0 million, or 10.8%, to $141.0 million at September 30, 2014 compared to $158.0 million at December 31, 2013. The decrease was primarily due to the sale of six agency mortgage-backed securities totaling $8.8 million and one asset-backed private label security which totaled $1.5 million. The agency mortgage-backed securities were sold as part of the Bank’s long-term strategy to position itself for a rising interest rate environment by shortening the duration of its assets. During the nine months ended September 30, 2014, $10.6 million of paydowns were received on the investment portfolio and there were no new purchases of securities. A $3.9 million increase in the market value (before taxes) of the securities available for sale portfolio was recorded between December 31, 2013 and September 30, 2014 due to a decrease in market interest rates.

Net loans receivable decreased during the nine month period ended September 30, 2014 as shown in the table below:


	At September 30,		At December 31,		Change
	2014		2013		$		%
	(Dollars in thousands)
Real Estate Loans:
Residential, one- to four-family	$	167,301	$	170,793	$	(3,492)	(2.0)	%
Home equity		32,100		31,675		425	1.3	%
Commercial		58,585		58,746		(161)	(0.3)	%
Construction		2,657		936		1,721	183.9	%

Total real estate loans		260,643		262,150		(1,507)	(0.6)	%

Other Loans:
Commercial		11,809		12,645		(836)	(6.6)	%
Consumer		1,584		1,517		67	4.4	%

Total gross loans		274,036		276,312		(2,276)	(0.8)	%
Allowance for loan losses		(1,803)		(1,813)		10	0.6	%
Net deferred loan costs		2,923		2,846		77	2.7	%

Loans receivable, net	$	275,156	$	277,345	$	(2,189)	(0.8)	%

The decrease in net loans receivable was primarily due to a decrease in residential, one- to four-family real estate loans and commercial business loans, partially offset by an increase in construction and home equity loans. As one- to four-family residential real estate loans present additional interest rate risk to our loan portfolio as a result of the longer duration of these types of assets, we remained strategically focused in 2014 on originating adjustable rate commercial real estate and commercial business loans to diversify our asset mix,

to take advantage of the opportunities available to serve small businesses in our market area, and to maintain the net interest margin.

Other assets decreased by $1.0 million, or 45.9%, to $1.2 million as of September 30, 2014 as compared to $2.3 million at December 31, 2013. The decrease was attributable to a change in the volume of deferred tax assets resulting from increases in unrealized mark to market gains in our securities portfolio during the first nine months of 2014.

The table below shows changes in deposit balances by type of deposit account between September 30, 2014 and December 31, 2013:


	At September 30,		At December 31,		Change
	2014		2013		$		%
	(Dollars in thousands)
Demand deposits and NOW accounts:
Non-interest bearing	$	39,705	$	34,320	$	5,385	15.7	%
Interest bearing		44,543		44,517		26	0.1	%
Money market		78,308		77,990		318	0.4	%
Savings		42,278		38,833		3,445	8.9	%
Time deposits		184,671		192,575		(7,904)	(4.1)	%

Total Deposits	$	389,505		388,235		1,270	0.3	%

The increase in total deposits was due to an increase in all deposit categories except for time deposits. The growth in checking, savings, and money market accounts was the result of the Company’s continued strategic focus on growing low-cost core deposits among its retail and commercial customers.

Our borrowings, consisting of advances from the Federal Home Loan Bank of New York (“FHLBNY”), decreased by $550,000, or 2.8%, from $19.5 million at December 31, 2013 to $19.0 million at September 30, 2014. Short-term borrowings decreased by $11.7 million, or 100.0%, due to a refinancing of the borrowings into long-term debt to lock in fixed rates with lower interest rate risk. Long-term debt increased by $11.1 million primarily due to the refinancing of short-term borrowings described previously. The refinancing of the short-term borrowings into long-term debt caused our weighted rate on borrowings to increase by 97 basis points to 2.12% at September 30, 2014 from 1.15% at December 31, 2013. During the nine months ended September 30, 2014, the Company paid off $550,000 of long-term debt.

Total stockholders’ equity increased by $4.5 million, or 6.8%, from $65.3 million at December 31, 2013 to $69.7 million at September 30, 2014. The increase was primarily due to a $2.4 million increase in unrealized mark to market gains on available for sale securities (after taxes) and net income of $2.4 million during the nine month period ended September 30, 2014, partially offset by $442,000 in cash dividends paid during the nine month period ended September 30, 2014.

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

General. Net income was $688,000 for the three months ended September 30, 2014, or $0.12 per diluted share, a decrease of $298,000, or 30.2%, compared to net income of $986,000, or $0.17 per diluted share, for the three months ended September 30, 2013. The decrease in net income was due to a $196,000 decrease in net interest income, a $195,000 increase in non-interest expense, a $10,000 increase in provision for loan losses and a $10,000 decrease in non-interest income, partially offset by a $113,000 decrease in income tax expense.

Interest Income. Interest income decreased by $231,000, or 5.0%, to $4.4 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. This decrease was primarily a

result of reduced interest income on loans and investment securities resulting from the continued low interest rate environment. Loan interest income decreased by $119,000, or 3.5%, to $3.3 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013, primarily due to a decrease in the average yield of the loan portfolio from 5.04% for the three months ended September 30, 2013 to 4.81% for the three months ended September 30, 2014. The average yield on the loan portfolio decreased as new loans were originated or existing loans were refinanced at lower yields than the rates earned on loans which had paid off, as a result of the current low interest rate environment. The average balance of the loan portfolio increased $3.4 million, or 1.3%, from $271.7 million for the three months ended September 30, 2013 to $275.1 million for the three months ended September 30, 2014. The increase in the average balance of loans receivable was primarily due to an increase in the average balance of one- to four-family real estate loans and home equity loans, partially offset by a decrease in the average balance of commercial real estate and commercial business loans. Investment interest income decreased $113,000, or 9.5%, to $1.1 million for the three months ended September 30, 2014 compared to the three months ended September 30, 2013, primarily due to a decrease in the average balance of the investment portfolio from $157.7 million for the three months ended September 30, 2013 to $144.3 million for the three months ended September 30, 2014. The average balance in the investment portfolio decreased primarily due to the sale of $8.8 million in available for sale securities during the second quarter of 2014 and the receipt of $10.6 million of pay-downs that have not been reinvested in the investment portfolio in order to reduce interest rate risk. The sale of securities and the increase in cash and cash equivalents on the Bank’s balance sheet has allowed the Bank to position itself to take advantage of an anticipated rising interest rate environment by shortening the duration of assets, which reduces the risk of holding long term securities at low yields. The average yield on the investment portfolio decreased by three basis points from 3.03% for the three months ended September 30, 2013 to 3.00% for the three months ended September 30, 2014.

Interest Expense. Interest expense decreased $35,000, or 4.0%, for the three months ended September 30, 2014 to $851,000 compared to $886,000 for the three months ended September 30, 2013. Interest expense on deposits decreased by $73,000, or 9.2%, to $724,000 for the three months ended September 30, 2014 when compared to the three months ended September 30, 2013 primarily due to the decrease in the average rate paid on deposits and a shift in the deposit mix, resulting in a larger percentage of the deposit portfolio consisting of low cost core deposits. The average balance of deposits for the three months ended September 30, 2014 was $353.9 million with an average rate of 0.82% compared to the average balance of deposits of $357.8 million and an average rate of 0.89% for the three months ended September 30, 2013. The decrease in the average balance of deposits was due to a decrease in average time deposits, partially offset by an increase in average core deposits. The shift in the deposit mix results in a larger percentage of the deposit portfolio consisting of low cost core deposits. The decrease in the average rate paid on deposits was due to the continued low interest rate environment during the third quarter of 2014. The interest expense related to advances from the FHLBNY increased $40,000, or 64.5%, to $102,000 for the three months ended September 30, 2014 when compared to the three months ended September 30, 2013. This increase was primarily due to a 103 basis point increase in the average rate paid on advances when comparing the three months ended September 30, 2014 with the three months ended September 30, 2013, due to the refinancing of short-term borrowings into long-term debt to lock in low long-term fixed rates and reduce interest rate risk. The average balance of advances from the FHLBNY for the three months ended September 30, 2014 was $19.0 million with an average rate of 2.15% compared to the average balance of advances from the FHLBNY of $22.0 million and an average rate of 1.12% for the three months ended September 30, 2013.

Provision for Loan Losses. A provision of $70,000 was recorded to the allowance for loan losses during the three month period ended September 30, 2014, an increase of $10,000, compared to a provision of $60,000 during the three month period ended September 30, 2013. Non-performing loans increased to $5.8 million, or 1.97% of total loans, at September 30, 2014 as compared to $3.5 million, or 1.05% of total loans, at September 30, 2013. The increase in non-performing loans at September 30, 2014 was primarily due to the addition of two non-performing commercial real estate loans with a total outstanding balance of $2.3 million. One of these non-performing commercial real estate loans had an outstanding balance of $1.7 million and a provision for loan losses has not been recorded on this loan as management believes that the value of the underlying collateral is sufficient to protect the Bank from loss. Net charge-offs were $40,000 for the three month period ended September 30, 2014 compared to $64,000 for the three month period ended September 30, 2013.

During the three month period ended September 30, 2014, the Company recorded a $97,000 provision for loan losses on one- to four-family and home equity loans, a $25,000 provision for loan losses in commercial loans due to changes in the related environmental factors used to qualitatively assess inherent losses in the loan portfolio and due to an increase in classified loan balances. During the three months ended September 30, 2014, the Company recorded an $11,000 provision for loan losses on consumer loans related to net charge-offs on these types of loans. The provision for loan losses were partially offset by a $58,000 unallocated credit for loan losses. The unallocated credit reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies to estimate an allowance for loan losses.

During the three month period ended September 30, 2013, the Company recorded a $119,000 provision for loan losses in commercial real estate loans due to changes in the related environmental factors used to qualitatively assess inherent losses in the loan portfolio, including an increase in average commercial real estate loan balances. The Company recorded a $38,000 provision for loan losses on home equity loans primarily due to an increase in classified loans. These provisions were offset by a $93,000 credit for loan losses on one- to four-family loans and commercial loans during the three month period ended September 30, 2013, due to a decrease in classified loans in these loan categories.

Refer to Note 4 of the Notes to the Consolidated Financial Statements for details on the provision for loan losses.

Non-interest Income. Non-interest income decreased $10,000, or 1.8%, to $531,000 for the three months ended September 30, 2014 compared to the three months ended September 30, 2013. The decrease was due to a $206,000 net gain recorded on the sale of available for sale securities during the prior year period, partially offset by a non-cash pre-tax impairment charge of $180,000 for one asset-backed security recorded during the prior year period. During the three months ended September 30, 2014, a $35,000 recovery was recorded on previously impaired investment securities, as well as a $5,000 gain on the sale of loans. Service charges and fees decreased by $25,000 in comparison to the three month period ended September 30, 2013.

Non-interest Expenses. Non-interest expenses increased $195,000, or 6.5%, to $3.2 million for the three months ended September 30, 2014. The increase was primarily due to increases in salaries and employee benefit expenses, occupancy and equipment expenses, data processing costs and other expense, partially offset by a decrease in professional fees in the third quarter of 2014. Salaries and employee benefit expenses increased $158,000, or 10.4%, for the three months ended September 30, 2014 as compared to the prior year period. The increase was primarily due to the hiring of an executive vice president for commercial lending, annual salary increases and additional expense for stock grants awarded during the third quarter of 2014. Occupancy and equipment expense increased $11,000, or 2.1% when compared to the same period in 2013 due to increases for software maintenance, utilities, property taxes and maintenance and repairs of buildings and equipment. Data processing expense increased by $39,000, or 23.9%, for the three months ended September 30, 2014 compared to the same period in 2013 primarily due to the costs associated with the implementation of new mobile banking, online banking and loan origination technology and related software as well as consulting fees related to the negotiation of our core processing contract. Professional services expense decreased $35,000, or 10.5%, for the three months ended September 30, 2014 compared to the same period in 2013 primarily due to a decrease in legal and consulting costs. Other expenses increased $18,000, or 6.9%, for the three months ended September 30, 2014 when compared with the three months ended September 30, 2013 primarily due to a check fraud loss, collection expense and foreclosed property expenses.

Income Taxes Expense. Income tax expense decreased by $113,000, or 50.9%, from $222,000 for the three months ended September 30, 2013 to $109,000 for the three months ended September 30, 2014. The decrease was primarily due to a decrease in income before income taxes during the three months ended September 30, 2014 as well as a decrease in the effective tax rate from 18.4% for the three month period ended September 30, 2013 to 13.7% for the three month period ended September 30, 2014. The decrease in the effective tax rate was primarily due to a decrease in income as well as a disproportionate increase in tax exempt income.

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

General. Net income decreased by $330,000, or 12.3%, to $2.4 million for the nine month period ended September 30, 2014, or $0.41 per diluted share, as compared to $2.7 million, or $0.47 per diluted share, for the nine month period ended September 30, 2013. The decrease in net income was primarily due to a $340,000 increase in non-interest expenses and a $260,000 decrease in net interest income, partially offset by a $125,000 decrease in income tax expense, a $110,000 increase in non-interest income and a $35,000 decrease in the provision for loan losses.

Interest Income. Interest income decreased by $448,000, or 3.2%, to $13.5 million for the nine month period ended September 30, 2014 compared to the nine month period ended September 30, 2013. This decrease was primarily a result of reduced interest income on loans and investment securities due to the continued low interest rate environment. Loan interest income decreased by $384,000, or 3.7%, to $10.0 million for the nine month period ended September 30, 2014 compared to the nine month period ended September 30, 2013, primarily due to a decrease in the average yield of the loan portfolio from 5.09% for the nine month period ended September 30, 2013 to 4.83% for the nine month period ended September 30, 2014. The average yield on the loan portfolio decreased as new loans were originated or existing loans were refinanced at lower yields than the rates earned on loans which had paid off, as a result of the current low interest rate environment. The average balance of the loan portfolio increased $4.0 million, or 1.5%, from $271.3 million for the nine month period ended September 30, 2013 to $275.3 million for the nine month period ended September 30, 2014. The increase in the average balance of loans receivable was primarily due to an increase in the average balance of one- to four- family real estate loans and home equity loans, partially offset by a decrease in the average balance of commercial real estate and commercial business loans. Investment interest income decreased by $61,000, or 1.7%, to $3.5 million for the nine month period ended September 30, 2014 when compared to the nine month period ended September 30, 2013, primarily due to a decrease in the average balance in the investment portfolio. The average balance in the investment portfolio decreased from $158.7 million for the nine months ended September 30, 2013 to $152.1 million for the nine months ended September 30, 2014. The average balance in the investment portfolio decreased primarily due to the sale of $10.3 million in available for sale securities during the second quarter of 2014 in order to reduce interest rate risk. The sale of securities and the increase in cash and cash equivalents on the Bank’s balance sheet has allowed the Bank to position itself to take advantage of an anticipated rising interest rate environment by shortening the duration of assets, which reduces the risk of holding long term securities at low yields. The average yield on the investment portfolio increased by seven basis points from 2.97% for the nine month period ended September 30, 2013 to 3.04% for the nine month period ended September 30, 2014. The average yield on the investment portfolio increased due to the purchase of higher yielding investments during the second half of 2013.

Interest Expense. Interest expense decreased by $188,000, or 7.0%, to $2.5 million for the nine month period ended September 30, 2014 compared to $2.7 million for the nine month period ended September 30, 2013. The interest paid on deposits decreased by $184,000, or 7.6%, to $2.2 million for the nine month period ended September 30, 2014 when compared to the nine month period ended September 30, 2013, primarily due to the decrease in the average rate paid on deposits and a shift in the deposit mix, resulting in a larger percentage of the deposit portfolio consisting of low cost core deposits. The average balance of deposits for the nine month period ended September 30, 2014 was $355.6 million with an average rate of 0.84% compared to the average balance of deposits of $353.7 million and an average rate of 0.91% for the nine month period ended September 30, 2013. The increase in the average balance of deposits was due to an increase in average core deposits, partially offset by a decrease in average time deposits. The decrease in the average rate paid on deposits was due to the continued low interest rate environment during the first nine months of 2014 and due to the shift in the deposit mix, resulting in a larger percentage of the deposit portfolio consisting of low cost core deposits. The interest expense related to advances from the FHLBNY was $202,000 for the nine months ended September 30, 2014 compared to $203,000 for the nine months ended September 30, 2014. The average balance of advances from the FHLBNY for the nine months ended September 30, 2014 was $19.3 million with an average rate of 1.40% compared to the average balance of advances from the FHLBNY of $23.5 million and an average rate of 1.15% for the nine months ended September 30, 2013. The increase in the average rate paid on advances from the FHLBNY was primarily due to the refinancing of short-term borrowings into long-term debt during the nine months ended September 30, 2014 to lock in low long-term fixed rates and lower interest rate risk.

Provision for Loan Losses. A provision of $70,000 was recorded to the allowance for loan losses during the nine month period ended September 30, 2014, a decrease of $35,000, as compared to a provision of $105,000 during the nine month period ended September 30, 2013. Net charge-offs were $80,000 for the nine month period ended September 30, 2014 compared to $92,000 for the nine month period ended September 30, 2013. Non-performing loans increased to $5.8 million, or 1.97% of total loans, at September 30, 2014 as compared to $3.5 million, or 1.05% of total loans, at September 30, 2013. The increase in the non-performing loans at September 30, 2014 was primarily due to the addition of two non-performing commercial real estate loans with a total outstanding balance of $2.3 million. One of these non-performing commercial real estate loans had an outstanding balance of $1.7 million and a provision for loan losses has not been recorded on this loan as management believes that the value of the underlying collateral is sufficient to protect the Bank from loss.

During the nine months ended September 30, 2014, the Company recorded a $132,000 provision for loan losses on one- to four-family and home equity loans primarily due to changes in the related environmental factors used to qualitatively assess inherent losses in the loan portfolio and an increase in classified loan balances. During the nine months ended September 30, 2014, the Company recorded a $32,000 provision for loan losses on consumer loans related to net charge-offs. The provisions for loan losses were partially offset by a $60,000 credit for loan losses on commercial real estate loans during the nine months ended September 30, 2014, primarily due to changes in the environmental factors used to qualitatively assess inherent losses. The environmental change was specifically related to a decrease in the historical average of net charge-offs on these types of loans. The decrease was also attributed to a decrease in the outstanding balance of commercial real estate loans during the nine month period ended September 30, 2014. The provisions for loan losses was also partially offset by a $41,000 unallocated credit for loan losses. The unallocated credit reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies to estimate an allowance for loan loss.

During the nine month period ended September 30, 2013, the Company recorded a $78,000 provision for loan losses in commercial real estate loans due to changes in the related environmental factors, including an increase in average commercial real estate loan balances. The Company also recorded a $40,000 provision for loan losses on commercial loans primarily due to changes in the environmental factors as a result of an increase in historical average net charge-offs, as well as increased loan charge-offs during the nine month period ended September 30, 2013. A $16,000 provision for loan losses was recorded on consumer loans primarily due to increased loan charge-offs during the nine month period ended September 30, 2013. The provision for loan losses was reduced by a $32,000 credit for loan losses on one- to four-family loans and home equity loans during the nine month period ended September 30, 2013, due to a decrease in classified loans.

Refer to Note 4 of the Notes to the Consolidated Financial Statements for details on the provision for loan losses.

Non-interest Income. Non-interest income increased $110,000, or 7.0%, from $1.6 million for the nine months ended September 30, 2013 to $1.7 million for the nine months ended September 30, 2014. The increase was primarily due to a non-cash, pre-tax impairment charge of $180,000 recorded on one asset-backed security during the prior year period. Non-interest income was also partially impacted by a $136,000 recovery recorded during the nine month period ended September 30, 2014 of previously impaired investment securities as well as by a $5,000 gain on the sale of loans. These increases were partially offset by a $147,000 decrease in the gain recorded on the sale of available for sale securities during the nine month period ended September 30, 2014 as compared to the prior year period. Furthermore, there was a $32,000 decrease in service charges and fees during the nine month period ended September 30, 2014 as compared to the nine month period ended September 30, 2013. Earnings on bank owned life insurance income decreased $25,000 for the nine months ended September 30, 2014 when compared to the nine months ended September 30, 2013, as a result of declining yields.

Non-interest Expense. Non-interest expense increased by $340,000, or 3.6%, to $9.7 million for the nine month period ended September 30, 2014 compared to the nine month period ended September 30, 2013. Salaries and employee benefits expense increased $272,000, or 5.8%, for the nine month period ended

September 30, 2014 compared to the nine month period ended September 30, 2013. This was primarily due to annual salary increases, the hiring of an executive vice president for commercial lending, increased staffing expenses for our newest branch office in Snyder, NY which opened in April 2013, lower deferred salary expense due to decreased loan originations and additional expense for stock grants awarded during the nine month period ended September 30, 2014. Occupancy and equipment expense increased $139,000, or 9.2%, for the nine month period ended September 30, 2014 compared to the nine month period ended September 30, 2013, primarily due to increases in software maintenance costs, utilities, property taxes, maintenance and repairs of buildings and equipment and the opening of the Snyder office in the second quarter of 2013. Data processing expense increased $99,000, or 20.6%, during the nine month period ended September 30, 2014, primarily due to the costs associated with the implementation of new mobile banking, online banking and loan origination technology and related software as well as consulting fees related to the negotiation of our core processing contract. FDIC insurance expense increased $17,000, or 8.8%, for the nine month period ended September 30, 2014 compared to the nine month period ended September 30, 2013, due to an increase in assessed fees. Professional services expense decreased $123,000, or 11.4%, for the nine month period ended September 30, 2014 compared to the nine month period September 30, 2013, primarily due to lower legal, accounting and consulting expenses. Other expenses decreased $62,000, or 6.9%, for the nine month period ended September 30, 2014 when compared with the nine month period ended September 30, 2013 primarily due to decreased expenses related to collections and foreclosed properties.

Income Tax Expense. Income tax expense decreased by $125,000, or 20.4%, from $612,000 for the nine months ended September 30, 2013 to $487,000 for the nine months ended September 30, 2014. The decrease was primarily due to a decrease in income before income taxes during the nine months ended September 30, 2014, as well as a decrease in the effective tax rate from 18.5% for the nine month period ended September 30, 2013 to 17.1% for the nine month period ended September 30, 2014. The decrease in the effective tax rate was primarily due to a decrease in income as well as a disproportionate increase in tax exempt income.

Loans Past Due and Non-performing Assets. We define non-performing loans as loans that are either non-accruing or accruing whose payments are 90 days or more past due and non-accruing troubled debt restructurings. Non-performing assets, including non-performing loans and foreclosed real estate, totaled $5.8 million, or 1.19% of total assets, at September 30, 2014 and $5.2 million, or 1.08% of total assets, at December 31, 2013. The increase in non-performing assets at September 30, 2014 was primarily due to the addition of a non-performing commercial real estate loan with a total outstanding balance of $601,000.

The following table presents information regarding our non‑accrual loans, accruing loans delinquent 90 days or more, non-accruing troubled debt restructurings, foreclosed real estate and performing loans classified as troubled debt restructurings as of the dates indicated.


	At September 30,			At December 31,
	2014			2013
	(Dollars in thousands)
Loans past due 90 days or more but still accruing:
Real estate loans:
Residential, one- to four-family	$	70		$	79
Home equity		-			2
Commercial		-			-
Construction		-			-
Other loans:
Commercial		-			-
Consumer		9			-
Total	$	79		$	81
Loans accounted for on a non-accrual basis:
Real estate loans:
Residential, one- to four-family	$	2,352		$	2,145
Home equity		300			325
Commercial		2,599			1,911
Construction		-			-
Other loans:
Commercial		77			137
Consumer		5			7
Total non-accrual loans		5,333			4,525
Total non-performing loans		5,412			4,606
Foreclosed real estate		394			581
Total non-performing assets	$	5,806		$	5,187
Ratios:
Non-performing loans as a percent of net loans:		1.97	%		1.66	%
Non-performing assets as a percent of total assets:		1.19	%		1.08	%
Troubled debt restructuring:
Loans accounted for on a non-accrual basis
Residential, one- to four-family	$	41		$	48
Performing loans
Residential, one- to four-family	$	186		$	144
Home equity		10			4

The following table sets forth activity in our allowance for loan losses and other ratios at or for the dates indicated.


	At or for the Nine Months Ended
	September 30,
	2014		2013
	(Dollars in thousands)
Balance at beginning of year:	$	1,813	$	1,806
Provision for loan losses		70		105
Charge-offs:
Real estate loans:
Residential, one- to four-family		(17)		(52)
Home equity		(25)		-
Commercial		-		(21)
Construction		-		-
Other loans:
Commercial		(25)		(47)
Consumer		(29)		(19)
Total charge-offs		(96)		(139)
Recoveries:
Real estate loans:
Residential, one- to four-family		3		35
Home equity		1		4
Commercial		-		5
Construction		-		-
Other loans:
Commercial		-		3
Consumer		12		-
Total recoveries		16		47

Net charge-offs		(80)		(92)

Balance at end of period	$	1,803	$	1,819

Average loans outstanding	$	275,316	$	271,271
Allowance for loan losses as a percent of total net loans		0.66%		0.66%
Allowance for loan losses as a percent of non-performing loans		33.31%		63.25%
Ratio of net charge-offs to average loans outstanding(1)		0.04%		0.05%

(1) Annualized

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise during the ordinary course of business. Liquidity is primarily needed to fund loan commitments, to pay the deposit withdrawal requirements of our customers as well as to fund current and planned expenditures. Our primary sources of funds consist of deposits, fed funds balances, scheduled amortization and prepayments of loans and securities, maturities and sales of investments, interest earning deposits at other financial institutions and funds provided from operations. We have a written agreement with the Federal Home Loan Bank of New York, which allows us to borrow up to $122.4 million as of September 30, 2014, and is collateralized by a pledge of certain fixed-rate residential, one- to four-family real estate loans. At September 30, 2014, we had outstanding advances under this agreement of $19.0 million. We have a written agreement with the Federal Reserve Bank discount window for overnight borrowings which is collateralized by a pledge of our securities, and allows us to borrow up to the value of the securities pledged, which was equal to a book value of $10.7 million and a fair value of $11.4 million as of September 30, 2014. There were no balances outstanding with the Federal Reserve Bank at September 30, 2014. We have also established lines of credits with correspondent banks for $22.0 million, of which $20.0 million is unsecured and the remaining $2.0 million will be secured by a pledge of our securities when a draw is made. There were no borrowings on these lines as of September 30, 2014.

Historically, loan repayments and maturing investment securities were a relatively predictable source of funds. However, in light of the current economic environment, there are now more risks related to loan repayments and the valuation and maturity of investment securities. In addition, deposit flows, calls of investment securities, and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions, and competition in the marketplace. These factors and the current economic environment reduce the predictability of the timing of these sources of funds. To the extent possible, the Bank manages the cash flows of its loan and deposit portfolios by the rates it offers customers.

Our primary investing activities include the origination of loans and the purchase of investment securities. For the nine months ended September 30, 2014, we originated loans of approximately $31.7 million in comparison to approximately $39.7 million of loans originated during the nine months ended September 30, 2013. We did not purchase any investment securities in the nine months ended September 30, 2014 as compared to $34.7 million of purchases in the nine months ended September 30, 2013.

At September 30, 2014, we had loan commitments to borrowers of approximately $12.5 million and overdraft lines of protection and unused home equity lines of credit of approximately $28.1 million. Total deposits were $389.5 million at September 30, 2014, as compared to $391.2 million at September 30, 2013. Time deposit accounts scheduled to mature within one year were $98.5 million at September 30, 2014. Based on our deposit retention experience, current pricing strategy, and competitive pricing policies, we anticipate that a significant portion of these time deposits will remain with us following their maturity.

In recent years, macro-economic conditions negatively impacted liquidity and credit quality across the financial markets as the U.S. economy experienced an economic downturn. Although recent reports have indicated improvements in the macro-economic conditions, the economic downturn has had far-reaching effects. However, our financial condition, credit quality and liquidity position remain strong.

We are committed to maintaining a strong liquidity position; therefore, we monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. The marginal cost of new funding, however, whether from deposits or borrowings from the Federal Home Loan Bank, will be carefully considered as we monitor our liquidity needs. Therefore, in order to minimize our cost of funds, we may consider additional borrowings from the Federal Home Loan Bank in the future.

We do not anticipate any material capital expenditures during the remainder of 2014. We do not have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than loan commitments as described in Note 6 in the Notes to our Consolidated Financial Statements and the borrowing agreements noted above.

Off-Balance Sheet Arrangements

Other than loan commitments, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors. Refer to Note 6 in the Notes to our Consolidated Financial Statements for a summary of commitments outstanding as of September 30, 2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable as the Company is a smaller reporting company.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-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 such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II

Item 1A. Risk Factors.

There have been no material changes in the Company’s risk factors from those disclosed in its Annual Report on Form 10-K.

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

The following table reports information regarding repurchases by Lake Shore Bancorp of its common stock in each month of the quarter ended September 30, 2014:

COMPANY PURCHASES OF EQUITY SECURITIES



Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (1)

July 1 through July 31, 2014	-	$	-	-	56,510
August 1 through August 31, 2014	-		-	-	56,510
September 1 through September 30, 2014	100		12.39	100	56,410
Total	100	$	12.39	100	56,410

______________

⁽¹⁾

On November 17, 2010, our Board of Directors approved a stock repurchase plan pursuant to which we can repurchase up to 116,510 shares of our outstanding common stock. This amount represented 5% of our outstanding stock not owned by the MHC as of November 23, 2010. The repurchase plan does not have an expiration date and superseded all of the prior stock repurchase programs.

Item 6. Exhibits



			31.1				Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
			31.2				Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
			32.1				Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
			32.2				Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
			101.INS				XBRL Instance Document*
			101.SCH				XBRL Taxonomy Extension Schema Document*
			101.CAL				XBRL Taxonomy Calculation Linkbase Document*
			101.DEF				XBRL Taxonomy Extension Definition Linkbase Document*
			101.LAB				XBRL Taxonomy Label Linkbase Document*
			101.PRE				XBRL Taxonomy Presentation Linkbase Document*

_________________

*Filed herewith.

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.


		LAKE SHORE BANCORP, INC.
		(Registrant)

November 12, 2014	By:	/s/ Daniel P. Reininga
		Daniel P. Reininga
		President and Chief Executive Officer
		(Principal Executive Officer)

November 12, 2014	By:	/s/ Rachel A. Foley
		Rachel A. Foley
		Chief Financial Officer
		(Principal Financial and Accounting Officer)