8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 7, 2017

STANDARD AVB FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Maryland	333-215069	27-3100949
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

2640 Monroeville Boulevard, Monroeville, Pennsylvania	15146
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:               (412) 856-0363

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 7, 2017, Standard AVB Financial Corp., formerly known as Standard Financial Corp. (“Standard AVB Financial”), the holding company of Standard Bank, PaSB (“Standard Bank”), announced the completion of the partnership with Allegheny Valley Bancorp, Inc. (“Allegheny Valley Bancorp”) and Allegheny Valley Bank of Pittsburgh (“Allegheny Valley Bank”), which was effective after the close of business on April 7, 2017. The merger was consummated in accordance with an Agreement and Plan of Merger, dated as of August 29, 2016, between Standard Financial Corp. and Allegheny Valley Bancorp, Inc.

This Form 8-K amendment provides certain financial information of Allegheny Valley Bancorp and certain pro forma financial information of Standard AVB Financial combined with Allegheny Valley Bancorp as required by Securities and Exchange Commission Rules.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Attached hereto as Exhibit 99.2 are the audited financial statements of Allegheny Valley Bancorp as of and for the years ended December 31, 2016 and 2015. Attached hereto as Exhibit 99.3 are the unaudited financial statements of Allegheny Valley Bancorp as of March 31, 2017 and for the three months ended March 31, 2017 and 2016.

(b) Pro Forma Financial Information

Attached hereto as Exhibit 99.4 is the unaudited pro forma financial information of Standard AVB Financial as of March 31, 2017 and for the six months ended March 31, 2017.

(d) Exhibits

Exhibit No.	Description
99.2	Audited financial statements of Allegheny Valley Bancorp as of and for the year ended December 31, 2016 and 2015 (solely with respect to December 31, 2015, incorporated by reference to the proxy statement/prospectus of Standard Financial Corp. (File no. 333-215069), filed with the Securities and Exchange Commission on February 1, 2017)
99.3	Financial statements of Allegheny Valley Bancorp as of March 31, 2017 (unaudited) and December 31, 2016 (audited) and for the three months ended March 31, 2017 and 2016.
99.4	Unaudited pro forma financial information of Standard AVB Financial as of March 31, 2017 and for the six months ended March 31, 2017.

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 hereunto duly authorized.

		STANDARD AVB FINANCIAL CORP.
DATE: June 21, 2017	By:	/s/ Timothy K. Zimmerman
		Timothy K. Zimmerman
		Chief Executive Officer

EX-99.2

Exhibit 99.2

ALLEGHENY VALLEY BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Audited)

	December 31,
	2016
Assets
Cash	$	1,928,332
Interest-earning deposits with other institutions		6,142,302
Cash and cash equivalents		8,070,634
Investment securities available-for-sale		100,248,467
Loans receivable, net		303,428,294
Federal Home Loan Bank stock, at cost		4,705,000
Office properties and equipment, net		4,139,749
Goodwill		8,143,684
Bank owned life insurance		6,444,521
Accrued interest and other assets		3,361,309
Total Assets	$	438,541,658
Liabilities
Deposits
Noninterest-bearing demand	$	107,016,121
Interest-bearing demand		25,631,221
Savings		52,197,762
Money market		76,828,879
Time		65,094,149
Total deposits		326,768,132
Short -term borrowings		60,522,800
Accrued interest and other liabilities		1,717,135
Total Liabilities		389,008,067
Stockholders' Equity
Common stock, par value $1; authorized 5,000,000 shares; issued 1,170,000 shares		1,170,000
Additional paid-in capital		2,612,039
Retained earnings		51,362,976
Accumulated other comprehensive income (loss)		684,615
		55,829,630
Treasury stock, at cost (133,326 and 151,143 shares)		(6,296,039	)
Stockholders' Equity, Net		49,533,591
Total Liabilities and Stockholders' Equity	$	438,541,658

ALLEGHENY VALLEY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Audited)

	YEAR ENDED
	DECEMBER 31,
	2016
Interest Income:
Interest and fees on loans	$	12,630,218
Interest-earning deposits		20,218
Investment securities:
Taxable interest		2,053,944
Tax-exempt interest		871,513
Total Interest Income		15,575,893
Interest Expense:
Deposits		1,126,122
Borrowed funds		346,324
Total Interest Expense		1,472,446
Net Interest Income		14,103,447
Provision For Loan Losses		400,000
Net Interest Income After Provision For Loan Losses		13,703,447
Noninterest Income:
Service charges on deposit accounts		1,131,533
Net gain on sales of investment securities available-for-sale		359,980
Wealth management fee income		194,259
Mortgage fee income		435,159
Lease fee income		27,997
Other income		486,871
Total Noninterest Income		2,635,799
Noninterest Expense:
Salaries and employee benefits		6,257,105
Occupancy expense		993,814
Data processing and equipment expense		1,143,847
Pennsylvania shares tax		306,899
FDIC insurance expense		193,967
Legal and professional fees		353,851
Merger expense		828,400
Other expense		2,510,911
Total Noninterest Expense		12,588,794
Income Before Income Taxes		3,750,452
Income Taxes		986,181
Net Income	$	2,764,271
Basic and Diluted Earnings Per Share	$	2.69
Weighted Average Shares Outstanding		1,026,351
Actual Shares Outstanding		1,036,674

ALLEGHENY VALLEY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

	YEAR ENDED
	DECEMBER 31,
	2016
Cash Flows From Operating Activites
Net income	$	2,764,271
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		433,682
Net amortization of premiums, intangible assets, and mortgage servicing assets		271,608
Provision for loan losses		400,000
Net gain on investment securities available for sale		(359,980	)
Deferred income tax (benefit) expense		(491,769	)
Increase in accrued interest receivable		(67,237	)
Decrease in accrued interest payable		(5,720	)
Increase in income taxes payable		412,889
Increase in cash surrender value of bank owned life insurance		(174,095	)
Increase in mortgage servicing asset		(94,033	)
Decrease in prepaid assets		311,656
Increase (decrease) in accrued expenses		285,756
Other, net		247,755
Net Cash Provided By Operating Activities		3,934,783
Cash Flows From Investing Activities
Investment securities available for sale:
Proceeds from maturities, calls and principal repayments		22,219,150
Proceeds from sales		3,534,361
Purchases		(29,145,662	)
Net increase in loans		(21,008,003	)
Purchase of FHLB stock		(4,960,900	)
Redemptions of FHLB stock		4,225,400
Proceeds from disposal of assets		167,927
Purchases of premises and equipment		(1,626,066	)
Net Cash Used By Investing Activities		(26,593,793	)
Cash Flows From Financing Activities
Net increase (decrease) in deposits		11,422,601
Repayments of long-term debt		-
Net increase in short-term borrowings		11,864,300
Dividends paid		(1,912,844	)
Issuance of treasury stock		210,389
Net Cash Provided (Used) By Financing Activities		21,584,446
Decrease In Cash And Cash Equivalents		(1,074,564	)
Cash And Cash Equivalents, Beginning Of Year		9,145,198
Cash And Cash Equivalents, End Of Year	$	8,070,634
Supplemental Information
Cash paid during the year for:
Interest on deposits and borrowings		1,508,380
Income taxes		1,065,000
Non-cash investing and financing activities:
Stock dividends		424,297
Loans transferred to other real estate owned		121,584

EX-99.3

Exhibit 99.3

ALLEGHENY VALLEY BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2017			2016
	(unaudited)			(audited)
Assets
Cash	$	1,763,071		$	1,928,332
Interest-earning deposits with other institutions		6,230,268			6,142,302
Cash and cash equivalents		7,993,339			8,070,634
Investment securities available-for-sale		98,034,001			100,248,467
Loans receivable, net		314,627,436			303,428,294
Federal Home Loan Bank stock, at cost		4,681,600			4,705,000
Office properties and equipment, net		4,330,723			4,139,749
Goodwill		8,143,684			8,143,684
Bank owned life insurance		6,485,796			6,444,521
Accrued interest and other assets		3,440,534			3,361,309
Total Assets	$	447,737,113		$	438,541,658
Liabilities
Deposits
Noninterest-bearing demand	$	110,009,892		$	107,016,121
Interest-bearing demand		24,363,922			25,631,221
Savings		54,037,913			52,197,762
Money market		75,957,905			76,828,879
Time		69,596,721			65,094,149
Total deposits		333,966,353			326,768,132
Short -term borrowings		62,540,200			60,522,800
Accrued interest and other liabilities		1,639,218			1,717,135
Total Liabilities		398,145,771			389,008,067
Stockholders' Equity
Common stock, par value $1; authorized 5,000,000 shares; issued 1,170,000 shares		1,170,000			1,170,000
Additional paid-in capital		2,556,559			2,612,039
Retained earnings		51,050,501			51,362,976
Accumulated other comprehensive income (loss)		925,549			684,615
		55,702,609			55,829,630
Treasury stock, at cost (133,326 and 151,143 shares)		(6,111,267	)		(6,296,039	)
Stockholders' Equity, Net		49,591,342			49,533,591
Total Liabilities and Stockholders' Equity	$	447,737,113		$	438,541,658

ALLEGHENY VALLEY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	3 Months		3 Months
	Ended		Ended
	March 31, 2017		March 31, 2016
Interest Income:
Interest and fees on loans	$	3,127,498	$	3,091,798
Interest-earning deposits		8,179		4,644
Investment securities:
Taxable interest		481,511		522,837
Tax-exempt interest		225,986		205,078
Total Interest Income		3,843,174		3,824,357
Interest Expense:
Deposits		297,834		282,511
Borrowed funds		128,943		78,316
Total Interest Expense		426,777		360,827
Net Interest Income		3,416,397		3,463,530
Provision For Loan Losses		100,000		100,000
Net Interest Income After Provision For Loan Losses		3,316,397		3,363,530
Noninterest Income:
Service charges on deposit accounts		256,838		265,837
Net gain on sales of investment securities available-for-sale		-		264,077
Wealth management fee income		57,398		20,365
Mortgage fee income		58,703		70,152
Lease fee income		-		-
Other income		86,929		112,874
Total Noninterest Income		459,868		733,305
Noninterest Expense:
Salaries and employee benefits		1,529,864		1,532,280
Occupancy expense		246,181		259,965
Data processing and equipment expense		302,988		282,046
Pennsylvania shares tax		79,243		78,990
FDIC insurance expense		33,932		50,087
Legal and professional fees		85,249		115,002
Merger expense		435,455		-
Other expense		591,503		635,356
Total Noninterest Expense		3,304,415		2,953,726
Income Before Income Taxes		471,850		1,143,109
Income Taxes		192,363		251,483
Net Income	$	279,487	$	891,626
Basic and Diluted Earnings Per Share	$	0.27	$	0.87
Weighted Average Shares Outstanding		1,037,472		1,019,241
Actual Shares Outstanding		1,040,587		1,023,690

EX-99.4

Exhibit 99.4

The following unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of Standard Financial Corp. and Allegheny Valley Bancorp. under the assumptions and adjustments set forth in the accompanying notes.  The pro forma information, while helpful in illustrating the financial characteristics of Standard AVB Financial Corp. following the merger under one set of assumptions, does not attempt to predict or suggest future results.  The pro forma information also does not necessarily reflect what the historical results of Standard AVB Financial Corp. would have been had our companies been combined during the period or as of the date for which the pro forma information is presented.

Unaudited Pro Forma Combined Condensed Balance Sheet

As of March 31, 2017

($ in Thousands, Except for Per Share Data)

								Standard/
					Pro Forma			Allegheny
	Standard		Allegheny		Merger			Combined
	Historical (1)		Historical (1)		Adjustments			Pro Forma
ASSETS
Cash and cash equivalents	$	12,756	$	7,993	$	(2,037	)(2)	$	18,712
Securities		58,199		98,034		-	(3)		156,233
Loans receivable, net		387,927		314,627		(3,293	)(4)		699,261
Bank owned life insurance		15,139		6,486		-			21,625
Other assets		18,545		20,597		12,792	(5)		51,934
Total Assets	$	492,566	$	447,737	$	7,462		$	947,765
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits	$	369,625	$	333,967	$	902	(6)	$	704,494
Borrowed funds		46,626		62,540		-	(7)		109,166
Other Liabilities		2,370		1,639		-			4,009
Total Liabilities		418,621		398,146		902			817,669
Total Stockholders' Equity		73,945		49,591		6,560	(8)		130,096
Total Liabilities and Shareholders' Equity	$	492,566	$	447,737	$	7,462		$	947,765

(1) From Standard's Form 10-Q for the quarterly period ended March 31, 2017, filed with the Securities and Exchange Commission on May 15, 2017, and Allegheny's unaudited financial statements as of March 31, 2017, respectively.

(2) Reflects $1,508 of after-tax deal costs plus restructuring costs for Standard and $529 of merger costs for Allegheny. A portion of Allegheny's expenses have been charged to income and result in an increase Standard's combined goodwill. These one-time merger and integration expenses are estimated at approximately $3,700. The merger consideration was all common stock, thus no cash required, with the exception of cash payments for fractional shares.

(3) No adjustment to carrying value of securities as all securities are held as "available for sale".

(4) Consists of $861 yield discount and $6,318 credit discount on the acquired loan portfolio, offset in part by elimination of Allegheny's existing allowance for loan losses of $3,886.

(5) Includes goodwill created from the merger of $16,543, core deposit intangible of $4,116, fixed assets market value adjustment of $384 and deferred taxes of $107 created in the acquisition, offset inpart by elimination of Allegheny's historical goodwill of $8,144.

Goodwill is calculated as follows:

	Fair Value of Net			Calculation of		Merger
	Assets Acquired			Goodwill		Consideration
	(In $000, except per share data)					(Cash/Stock)
Purchase price per share ($)**				$	55.41
Number of AVLY shares acquired
- Issued and outstanding as of March 31, 2017					1,040,587
Stock portion of merger consideration				$	57,659		100	%
Cash portion of merger consideration				$	-		0	%
Purchase price, total				$	57,659
Acquired common equity	$	49,591
Less: AVLY deal costs		(529	)
Less: Existing Goodwill		(8,144	)
Acquired tangible common equity	$	40,918
Taxable fair value accounting adjustments:
Loan yield discount		(861	)
New loan credit discount		(6,318	)
Elimination of existing loan ALLL		3,886
Certificates of Deposit Yield Premium		(902	)
Core Deposit Intangible		4,116
Fixed assets		384
Net taxable fair value accounting adjustments	$	305
Deferred Tax Asset from FV Adjusts @35%		(107	)
Net Assets Acquired				$	41,116
Goodwill				$	16,543

    **Assumes Standard common stock price of $26.60, as of April 7, 2017, legal close date.

(6) Reflects fair value adjustment for yield adjustment on acquired certficate of deposit portfolio.

(7) Assumes immaterial yield adjustment from Allegheny borrowings, all of which are overnight borrowings from the Federal Home Loan Bank of Pittsburgh ("FHLB").

(8) Adjustments include:

Elimination of Allegheny's investment in common stock (par value)	$	(1,170	)
Elimination of Allegheny's historical paid-in-capital		(2,556	)
Elimination of Allegheny's historical retained earnings		(44,939	)
Elimination of Allegheny's AOCI adjustment		(926	)
Total Elimination of Allegheny's equity	$	(49,591	)
Plus: par value of Standard Financial common stock issued as merger consideration	$	21
Plus: additional paid in capital of common stock issued as merger consideration		57,638
Less: Merger and restructuring expenses incurred by Standard		(1,508	)
Net adjustments to equity	$	6,560

(9) Standard currently maintains a goodwill balance of $8.8 million, booked from prior acquisitions. The merger with Allegheny creates an additional $16.5 million of goodwill.

Unaudited Pro Forma Combined Condensed Income Statement

For the 6 Months Ended March 31, 2017

($ in Thousands, Except for Per Share Data)

								Standard/
					Pro Forma			Allegheny Valley
	Standard		Allegheny		Merger			Pro Forma
	Historical (1)		Historical (1)		Adjustments			Combined
Interest Income:
Loans	$	7,492	$	6,374	$	596	(2)	$	14,462
Investment Securities		721		1,417		-	(3)		2,138
Total Interest Income		8,213		7,791		596			16,600
Interest Expense:
Deposits		1,343		583		(189	)(4)		1,737
Borrowings		396		228		-	(5)		624
Total Interest Expense		1,739		811		(189	)		2,361
Net Interest Income		6,474		6,980		785			14,239
Provision (recapture) for Loan and Lease Losses		40		200		-			240
Net Interest Income After Provision		6,434		6,780		785			14,479
Noninterest Income:
Service Charges		778		533		-			1,311
Earnings on Bank Owned Life Insurance		244		85		-			329
Other Non-Interest Income		233		441		-			674
Total Noninterest Income		1,255		1,059		-			2,314
Noninterest Expense:
Compensation and Employee Benefits		3,332		3,226		-			6,558
Premises and Occupancy Costs		654		484		-			1,138
Other Non-Interest Expense		1,915		3,000		(905	)(6)		4,010
Total Noninterest Expense		5,901		6,710		(905	)		11,706
Income Before Income Taxes		1,788		1,129		1,690			4,607
Income Tax Provision		666		394		592	(7)		1,652
Net Income	$	1,122	$	735	$	1,099		$	2,956
Earnings per common share
Basic	$	0.47	$	0.71	$	-		$	0.65
Diluted	$	0.45	$	0.70	$	-		$	0.63
Weighted average common shares outstanding
Basic		2,404,455		1,034,904		2,168,097	(8)		4,572,552
Diluted		2,481,910		1,042,675		2,175,868	(9)		4,657,778

(1) Based on Standard's Form 10-Q for the quarterly period ended March 31, 2017, filed with the Securities and Exchange Commission on May 15, 2017, and Allegheny's unaudited financial statements as of March 31, 2017, respectively.

(2) Six months accretion of yield and credit discounts on acquired loans, assumes level yield amortization method, beginning yield discount of $861,000 and accretable credit discount of $3.9 million.

(3) No adjustment to carrying value of securities as all securities are held as "available for sale".

(4) Six months deposit premium amortization on certificate of deposit fair value adjustment, based on maturity profile of CD portfolio.

(5) Assumes immaterial yield adjustment from Allegheny borrowings, all of which are overnight borrowings from the FHLB.

(6) Reflects six months amortization cost of the core deposit intangible of $901,000 and eliminates the non-recurring merger expenses for the 6 months ended March 31, 2017 of $559,000 for Standard and $860,000 for Allegheny.

(7) Marginal tax rate of 35.0%.

(8) Reflects common shares issued as part of the merger consideration.

(9) Reflects common shares issued as part of the merger consideration (2,168,097) plus additional diluted shares from the exchange of outstanding Allegheny stock options to Standard stock options.