0001065407-13-000153.txt : 20130424 0001065407-13-000153.hdr.sgml : 20130424 20130424151304 ACCESSION NUMBER: 0001065407-13-000153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130424 DATE AS OF CHANGE: 20130424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alliance Bancorp, Inc. of Pennsylvania CENTRAL INDEX KEY: 0001500711 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54246 FILM NUMBER: 13779157 BUSINESS ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 BUSINESS PHONE: (610) 353-2900 MAIL ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 8-K 1 form8k.htm FORM 8-K form8k.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
   
Washington, D.C.  20549
 
FORM 8-K
 
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 24, 2013
 
   
Alliance Bancorp, Inc. of Pennsylvania
(Exact name of registrant as specified in its charter)
   
   
United States
000-54246
56-2637804
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
 
 
541 Lawrence Road, Broomall, Pennsylvania
 
19008
(Address of principal executive offices)
(Zip Code)
   
   
 
Registrant’s telephone number, including area code
(610) 353-2900
 
 
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))
 
 
 
 

 
 
ITEM 2.02
Results of Operations and Financial Condition
 
On April 24, 2013, Alliance Bancorp, Inc. of Pennsylvania (the “Corporation”) issued a press release announcing its results of operations for the quarter ended March 31, 2013. A copy of the press release, dated April 24, 2013, is included as Exhibit 99.1 and is incorporated herein by reference. *
 
ITEM 5.07
 
Submission of Matters to a Vote of Security Holders
     
(a)           An Annual Meeting of Shareholders of Alliance Bancorp, Inc. of Pennsylvania (the “Corporation”) was held on April 24, 2013.
 
(b)           There were 5,201,734 shares of common stock, par value $.01 per share, of the Corporation (“Common Stock”) eligible to be voted at the Annual Meeting and there were 4,933,787 shares of Common Stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.
 
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
 
1.           Election of directors for a three year term:
 
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Dennis D. Cirucci
3,927,814
 
365,293
 
640,750
G. Bradley Rainer
3,929,727
 
363,310
 
640,750
R. Cheston Woolard
3,929,775
 
363,262
 
640,750
 
2.           Non-binding resolution to approve the compensation of the Corporation’s named executive officers:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
3,822,978
 
240,371
 
229,688
 
640,750
 
3.           Advisory vote on the frequency of the non-binding resolution to approve the compensation of the Corporation’s named executive officers:
 
FOR
THREE YEARS
 
FOR
TWO YEARS
 
FOR
EVERY YEAR
 
 
 
ABSTAIN
 
BROKER
NON-VOTES
1,399,463
 
132,929
 
2,585,959
 
174,686
 
640,750
 
 

 
 
2

 
 
4.           To ratify the appointment by the audit committee of the Corporation’s board of directors of ParenteBeard LLC as the Corporation’s independent registered public accounting firm for the year ending December 31, 2013.
 
 
FOR
 
AGAINST
 
ABSTAIN
 
 
4,774,534
 
127,964
 
31,289
 
 
Each of the nominees were elected as directors, the proposal to adopt a non-binding resolution to approve the compensation of our named executive officers was adopted, every year received a plurality of votes cast on the advisory vote on the frequency of the non-binding resolution to approve the compensation of the Corporation’s named executive officers, and the proposal to ratify the appointment of ParenteBeard LLC as the Corporation’s independent registered public accounting firm for the year ending December 31, 2013 was adopted by the shareholders of the Corporation at the Annual Meeting.
 
 
ITEM 9.01
Financial Statements and Exhibits
   
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits
 
The following exhibits are filed herewith.
 
 
 
Exhibit Number
   
Description
 
99.1   Press Release, dated April 24, 2013
 
* This information, including the press release filed as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3

 
 
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.
 
 
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
     
     
     
Date:  April 24, 2013
By:
/s/Peter J. Meier
   
Peter J. Meier
   
Executive Vice President and
   
  Chief Financial Officer
EX-99.1 2 pr.htm PRESS RELEASE pr.htm
 


Exhibit 99.1
 
PRESS RELEASE
 
 
FOR IMMEDIATE RELEASE
Contact:
Peter J. Meier, CFO
 
Phone:
(610) 359-6903
 
Fax:
(610) 359-6908
 
ALLIANCE BANCORP, INC. OF PENNSYLVANIA REPORTS FIRST
QUARTER RESULTS AND REGULAR QUARTERLY CASH DIVIDEND
 
Broomall, Pennsylvania.  April 24, 2013 – Alliance Bancorp, Inc. of Pennsylvania (the “Company”) (NASDAQ Global Market:  ALLB) announced today its results for the quarter ended March 31, 2013.  The Company also announced that its Board of Directors declared a regular quarterly cash dividend on the common stock of the Company of $.05 per share, payable on May 24, 2013 to shareholders of record at the close of business on May 10, 2013.
 
The Company reported net income of $422,000 or $.08 per share for the quarter ended March 31, 2013 as compared to net income of $505,000 or $.09 per share for the quarter ended March 31, 2012.  Net interest income decreased $122,000 or 3.4% to $3.5 million and other income decreased $16,000 or 8.3% to $177,000 for the quarter ended March 31, 2013 as compared to the same period in 2012.  Other expenses increased $56,000 or 1.9% to $3.0 million and the provision for loan losses decreased $75,000 to $150,000 for the quarter ended March 31, 2013 as compared to the same period in 2012.  Income tax expense amounted to $77,000 for the quarter ended March 31, 2013 as compared to $113,000 for the same period in 2012.
 
The decrease in net interest income was due to a $331,000 or 7.4% decrease in interest income   which was partially offset by a decrease of $209,000 or 23.9% in interest expense, substantially all of which was due to a decrease in interest expense on customer deposits. The decrease in other income was primarily due to a lower amount of other fee income.  The increase in other expenses primarily resulted from write-downs on certain real estate owned properties along with increases in advertising and marketing costs and professional fees.  These increases were partially offset by a decrease in loan and real estate owned expense and a lower amount of FDIC deposit insurance premiums.  The decrease in income tax expense was due to a lower level of taxable income.
 
The Company’s total assets decreased $3.5 million or 0.8% to $457.4 million at March 31, 2013 as compared to $460.9 million at December 31, 2012.  Cash and cash equivalents decreased $2.8 million or 2.5% to $109.5 million and net loans receivable decreased $2.0 million or 0.7% to $276.9 million.  Investment and mortgage-backed securities increased $1.4 million or 3.4% to $43.3 million at March 31, 2013.  Customer deposits decreased $2.5 million or 0.7% to $368.6 million and borrowings decreased $378,000 or 11.6% to $2.9 million at March 31, 2013.  Total stockholders’ equity amounted to $79.7 million or 17.4% of total assets as of March 31, 2013 compared to $80.0 million or 17.4% of total assets at December 31, 2012.
 
Nonperforming assets decreased $186,000 to $7.5 million or 1.64% of total assets at March 31, 2013 as compared to $7.7 million or 1.67% of total assets at December 31, 2012.  The nonperforming assets at March 31, 2013 included $5.5 million in nonperforming loans and $2.0 million in real estate owned.  The decrease in nonperforming assets was primarily due to a $93,000 decrease in nonperforming loans and a $94,000 decrease in real estate owned as of March 31, 2013.  Overall, nonperforming loans included $2.2 million in single-family residential real estate loans, $3.1 million in commercial real estate loans and $195,000 in student loans, which are fully guaranteed by the U.S. Government.
 
 
 

 
Alliance Bancorp, Inc. of Pennsylvania is the holding company for Alliance Bank, a Pennsylvania chartered, FDIC-insured savings bank headquartered in Broomall, Pennsylvania.  Alliance Bank operates nine full-service branch offices located in Delaware and Chester Counties, Pennsylvania.
 
This news release contains forward-looking statements.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.  They often include the words “believe,” “expect,” “anticipate,” “intend’” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.”
 
Forward-looking statements, by their nature, are subject to risks and uncertainties.  A number of factors – many of which are beyond the Company’s control – could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements.  The Company’s reports filed from time-to-time with the Securities and Exchange Commission describe some of these factors, including general economic conditions, changes in interest rates, deposit flows, the cost of funds, changes in credit quality and interest rate risks associated with the Company’s business and operations.  Forward-looking statements speak only as of the date they are made.  The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.
 
# # # # #
 
 
 
 

 
 
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
 
             
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(In thousands, except per share data)
 
             
   
Three Months Ended
 
   
March 31,
 
   
2013
   
2012
 
Interest income
  $ 4,140     $ 4,471  
Interest expense
    665       874  
Net interest income
    3,475       3,597  
Provision for loan losses
    150       225  
Other income
    177       193  
Other expenses
    3,003       2,947  
Income before income tax
    499       618  
Income tax expense
    77       113  
Net income
  $ 422     $ 505  
                 
Basic earnings per share
  $ 0.08     $ 0.10  
                 
Diluted earnings per share
  $ 0.08     $ 0.09  
                 
                 
                 
UNAUDITED SELECTED CONSOLIDATED FINANCIAL DATA
 
(In thousands, except per share data)
 
                 
   
March 31,
   
December 31,
 
      2013       2012  
Total assets
  $ 457,401     $ 460,915  
Cash and cash equivalents
    109,509       112,305  
Investment and mortgage-backed securities
    43,292       41,849  
Loans receivable - net
    276,925       278,876  
Deposits
    368,565       371,037  
Borrowings
    2,883       3,261  
Total stockholders' equity
    79,696       80,002  
                 
Number of shares outstanding
    5,154       5,202  
                 
Book value per share
  $ 15.46     $ 15.38