10-Q 1 v325748_10q.htm QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2012

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

For the transition period from __________ to _______________

Commission File No.: 000-54246

ALLIANCE BANCORP, INC. OF PENNSYLVANIA

(Exact name of registrant as specified in its charter)

Pennsylvania		56-2637804
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)

541 Lawrence Road
Broomall, Pennsylvania		19008
(Address)		(Zip Code)

(610) 353-2900

(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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 a 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, non-accelerated filer, or a smaller reporting company. See the definition of "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 x

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

The number of shares outstanding of Common Stock, par value $0.01 per share, of the Registrant as of November 8, 2012, was 5,388,134.

ALLIANCE BANCORP, INC. OF PENNSYLVANIA

Index

		PAGE

Part I – Financial Information

Item 1.	Financial Statements

	Unaudited Consolidated Statements of Financial Condition as of September 30, 2012 and December 31, 2011	3

	Unaudited Consolidated Statements of Income For the Three and Nine Months Ended September 30, 2012 and 2011	4

	Unaudited Consolidated Statements of Comprehensive Income For the Three and Nine Months Ended September 30, 2012 and 2011	5

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity For the Nine Months Ended September 30, 2012 and 2011.	6

	Unaudited Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2012 and 2011	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48

Item 4.	Controls and Procedures	48

Part II – Other Information

Item 1.	Legal Proceedings	48

Item 1A.	Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults Upon Senior Securities	49

Item 4.	Mine Safety Disclosures	49

Item 5.	Other Information	49

Item 6.	Exhibits	49

	Signatures	50

Part I – Item 1.

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

(Dollar amounts in thousands, except per share data)

	September 30,			December 31,
	2012			2011

Assets
Cash and cash due from depository institutions	$	1,258		$	1,397
Interest bearing deposits with depository institutions		105,605			94,455
Total cash and cash equivalents		106,863			95,852
Investment securities available for sale		15,018			23,070
Mortgage-backed securities available for sale		8,377			11,303
Investment securities held to maturity (fair value - 2012, $27,769; 2011, $23,200)		26,465			22,175
Loans receivable - net of allowance for loan losses - 2012, $4,453; 2011, $4,000		276,293			285,297
Accrued interest receivable		1,585			1,666
Premises and equipment – net		2,762			4,461
Other real estate owned (OREO)		5,094			2,587
Federal Home Loan Bank (FHLB) stock-at cost		1,540			1,887
Bank owned life insurance		12,078			11,842
Deferred tax asset – net		5,449			5,843
Prepaid FDIC premium assessment		857			1,134
Other prepaid expenses and other assets		2,349			2,370

Total Assets	$	464,730		$	469,487

Liabilities and Stockholders’ Equity

Liabilities
Non-interest bearing deposits	$	14,868		$	11,859
Interest bearing deposits		358,579			364,189
Total deposits		373,447			376,048

Borrowings		3,120			3,878
Accrued expenses and other liabilities		6,573			6,566
Total Liabilities		383,140			386,492

Stockholders’ Equity
Common stock, $.01 par value; shares authorized – 50,000,000; shares issued - 5,474,437; shares outstanding - 2012, 5,339,334; 2011, 5,474,437		55			55
Additional paid-in capital		56,850			56,396
Retained earnings		32,105			30,819
Common stock acquired by benefit plans		(4,266	)		(2,927	)
Accumulated other comprehensive loss		(1,466	)		(1,348	)
Treasury stock, at cost: 2012, 135,103 shares; 2011, -0- shares		(1,688	)		—
Total Stockholders’ Equity		81,590			82,995

Total Liabilities and Stockholders’ Equity	$	464,730		$	469,487

See notes to unaudited consolidated financial statements.

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Consolidated Statements of Income (Unaudited)

(Dollar amounts in thousands, except per share data)

	For the Three Months					For the Nine Months
	Ended September 30,					Ended September 30,
	2012		2011			2012		2011
Interest and Fee Income
Loans, including fees	$	3,934	$	4,162		$	11,806	$	12,440
Mortgage-backed securities		86		132			291		440
Investment securities:
Taxable		53		102			194		390
Tax – exempt		268		265			722		799
Dividends		—		—			1		—
Balances due from depository institutions		63		45			187		135
Total interest and fee income		4,404		4,706			13,201		14,204

Interest Expense
Deposits		773		1,001			2,486		3,195
FHLB advances and borrowings		1		4			6		14
Total interest expense		774		1,005			2,492		3,209

Net Interest Income		3,630		3,701			10,709		10,995
Provision for Loan Losses		225		2,425			975		3,025
Net Interest Income After Provision for Loan Losses		3,405		1,276			9,734		7,970

Other Income
Service charges on deposit accounts		65		66			188		190
Other fee income		49		52			154		139
Gain on sale of premises and equipment		—		—			806		—
Gain (loss) on sale of securities, net		—		13			—		(44	)
Gain on sale of OREO, net		125		—			326		4
Rental income from OREO		—		—			29		—
Increase in cash surrender value of bank owned life insurance		76		82			236		244
Other		—		—			1		—
Total other income		315		213			1,740		533

Other Expenses
Salaries and employee benefits		1,697		1,628			5,062		4,614
Occupancy and equipment		444		452			1,367		1,373
FDIC deposit insurance premiums		104		75			299		366
Advertising and marketing		124		100			348		252
Professional fees		147		160			472		420
Loan and OREO expense		54		39			189		107
Directors’ fees		61		55			178		180
Other		287		330			834		882
Total other expenses		2,918		2,839			8,749		8,194

Income (Loss) Before Income Tax Expense		802		(1,350	)		2,725		309

Income Tax Expense (Benefit)		162		(572	)		618		(232	)

Net Income (Loss)	$	640	$	(778	)	$	2,107	$	541

Basic Earnings (Loss) per Share	$	0.12	$	(0.15	)	$	0.40	$	0.10
Dilutive Earnings (Loss) per Share	$	0.12	$	(0.15	)	$	0.40	$	0.10

See notes to unaudited consolidated financial statements.

Alliance Bancorp, Inc. of Pennsylvania and subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollar amounts in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011

Net Income (Loss)	$	640		$	(778	)	$	2,107		$	541

Other Comprehensive (Loss) Income
Unrealized (loss) gain on available for sale securities net of tax (benefit) expense 2012, $(21) and $(61); 2011, $20 and $43		(41	)		41			(118	)		83
Plus reclassification adjustment for realized gain (loss) on sale of securities included in net income net of tax (benefit) expense 2012, $-0- and $-0-; 2011, $4 and $(15)		—			(9	)		—			29

Total Other Comprehensive (Loss) Income		(41	)		32			(118	)		112

Comprehensive Income (Loss)	$	599		$	(746	)	$	1,989		$	653

See notes to unaudited consolidated financial statements.

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollar amounts in thousands, except per share data)

	Common Stock			Additional Paid-in Capital			Treasury Stock			Retained Earnings			Common Stock Acquired by Benefit Plans			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity

Balance, January 1, 2011	$	72		$	23,999		$	(4,742	)	$	30,601		$	(482	)	$	(457	)	$	48,991
ESOP shares committed to be released														115						115
Common stock acquired by ESOP														(1,611	)					(1,611	)
Net income											541									541
Dividends declared ($0.12 per share)											(657	)								(657	)
Dissolution of mutual holding company					6,848															6,848
Proceeds from issuance of common stock, net of offering costs of $2,603		55			29,927															29,982
Stock-based compensation (stock options)					39															39
Stock-based compensation (restricted stock)					110															110
Common stock acquired by 2011 Trust (47,300 shares)														(500	)					(500	)
Cancelation of common stock and treasury stock		(72	)		(4,670	)		4,742
Other comprehensive income-net of tax expense of $58																	112			112

Balance, September 30, 2011	$	55		$	56,253		$	—		$	30,485		$	(2,478	)	$	(345	)	$	83,970

Balance, January 1, 2012	$	55		$	56,396		$	—		$	30,819		$	(2,927	)	$	(1,348	)	$	82,995
ESOP shares committed to be released														116						116
Net income											2,107									2,107
Dividends declared ($0.15 per share)											(821	)								(821	)
Stock-based compensation (stock options)					121															121
Stock-based compensation (restricted stock)					333															333
Common stock acquired by 2011 trust (124,477 shares)														(1,455	)					(1,455	)
Acquisition of Treasury Stock (135,103 shares)								(1,688	)											(1,688	)
Other comprehensive loss-net of tax benefit of $61																	(118	)		(118	)

Balance, September 30, 2012	$	55		$	56,850		$	(1,688	)	$	32,105		$	(4,266	)	$	(1,466	)	$	81,590

See notes to unaudited consolidated financial statements.

Alliance Bancorp, Inc. of Pennsylvania and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

(Dollar amounts in thousands)

	For the Nine Months
	Ended September 30,
	2012			2011
Cash Flow From Operating Activities
Net income	$	2,107		$	541
Adjustments to reconcile net income to cash Provided by (used in) operating activities:
Provision for:
Loan losses		975			3,025
Depreciation and amortization		384			400
Loss on sale of securities		—			44
Stock-based compensation expense		570			264
Gain on sale of premises and equipment		(806	)		—
Deferred tax expense		454			246
Loss on the sale of OREO		(326	)		(4	)
Changes in assets and liabilities which provided (used) cash:
Accrued expenses and other liabilities		7			(8,483	)
Prepaid expenses and other assets		298			(284	)
Increase in cash surrender value of bank owned life insurance		(236	)		(244	)
Accrued interest receivable		81			51
Net cash provided by (used in) in operating activities		3,508			(4,444	)

Cash Flow From Investing Activities
Purchase of investment securities-available for sale		(14,000	)		(32,230	)
Purchase of investment securities-held to maturity		(6,425	)		(4,015	)
Loans originated and acquired		(49,043	)		(31,708	)
Proceeds from maturities and calls of investment securities		24,132			51,162
Proceeds from the sale of securities available for sale		—			958
Redemption of FHLB stock		347			331
Principal repayments of:
Loans		52,629			27,233
Mortgage-backed securities		2,803			3,727
Purchase of premises and equipment		(732	)		(379	)
Proceeds from the sale of premises and equipment		2,853			—
Improvements to OREO		(486	)		—
Proceeds from the sale of OREO		2,748			2,822
Net cash provided by investing activities		14,826			17,901

Cash Flow From Financing Activities
Dividends paid		(821	)		(657	)
Decrease in deposits		(2,601	)		(16,260	)
Purchase of treasury stock		(1,688	)		—
Cash from mutual holding company reorganization		—			3,805
Proceeds from stock issuance, net		—			29,982
Acquisition of stock by benefit plans		(1,455	)		(2,111	)
Decrease in borrowings		(758	)		(4,663	)
Net cash (used in) provided by financing activities		(7,323	)		10,096

Increase in Cash and Cash Equivalents		11,011			23,553
Cash and Cash Equivalents, Beginning of Year		95,852			61,891
Cash and Cash Equivalents, End of Year	$	106,863		$	85,444

Supplemental Disclosures of Cash Flow Information-
Cash paid during the period for:
Interest	$	2,498		$	3,209
Income taxes	$	—		$	770

Supplemental Schedule of Noncash Financing and Investing Activities:
Other real estate acquired in settlement of loans	$	4,442		$	2,042
Premises and equipment acquired from mutual holding company reorganization	$	—		$	2,057
Investments acquired from mutual holding company reorganization	$	—		$	310
Prepaid expenses and other assets acquired from mutual holding company Reorganization	$	—		$	676

See notes to unaudited consolidated financial statements.

ALLIANCE BANCORP, INC OF PENNSYLVANIA AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

(1) Organization and Basis of Presentation

On January 18, 2011, Alliance Mutual Holding Company and Alliance Bancorp, Inc. of Pennsylvania, the federally chartered mid-tier holding company for Alliance Bank (the “Bank”) completed a reorganization and conversion (the “second step conversion”), pursuant to which Alliance Bancorp, Inc. of Pennsylvania, a new Pennsylvania corporation (“Alliance Bancorp” or the “Company”), acquired all the issued and outstanding shares of the Bank’s common stock. In connection with the second step conversion, 3,258,475 shares of common stock, par value $0.01 per share, of Alliance Bancorp were sold in subscription, community and syndicated community offerings to certain depositors of the Bank and other investors for $10 per share, or $32.6 million in the aggregate (the “Offering”), and 2,215,962 shares of common stock were issued in exchange for the outstanding shares of common stock of the mid-tier holding company, which also was known as Alliance Bancorp, Inc. of Pennsylvania, held by the “public” shareholders of the mid-tier holding company. Each share of common stock of the mid-tier holding company was converted into the right to receive 0.8200 shares of common stock of Alliance Bancorp in the second step conversion. As a result of the second step conversion, the former mutual holding company and the mid-tier company were merged into Alliance Bancorp and 548,524 (pre-conversion) treasury shares were canceled. Additionally, the Bank’s Employee Stock Ownership Plan (“ESOP”) was issued a line of credit for up to $1.9 million to purchase 50,991 shares of common stock in the Offering and up to 100,000 additional shares of common stock in the open market from time-to-time following the Offering.

The Bank is a community oriented savings bank headquartered in Broomall, Pennsylvania. The Bank operates a total of nine banking offices located in Delaware and Chester Counties, which are suburbs of Philadelphia. The Bank is primarily engaged in attracting deposits from the general public through its branch offices and using such deposits primarily to (i) originate and purchase loans secured by first liens on single-family (one-to-four units) residential and commercial real estate properties and (ii) invest in securities issued by the U.S. Government and agencies thereof, municipal and corporate debt securities and certain mutual funds. The Bank derives its income principally from interest earned on loans, mortgage-backed securities and investments and, to a lesser extent, from fees received in connection with the origination of loans and for other services. The Bank's primary expenses are interest expense on deposits and borrowings and general operating expenses.

The Bank is subject to regulation by the Pennsylvania Department of Banking and Securities (the "Department"), as its chartering authority and primary regulator, and by the Federal Deposit Insurance Corporation (the "FDIC"), which insures the Bank's deposits up to applicable limits. The Company is supervised by the Board of Governors of the Federal Reserve System (“FRB”).

Basis of Presentation. The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all information or footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (US GAAP). The consolidated statement of financial condition at December 31, 2011, has been derived from audited consolidated financial statements but does not include all information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring adjustments or accruals, which are necessary for a fair presentation of the consolidated financial statements, have been included. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results which may be expected for the year ending December 31, 2012 or any other period. All significant intercompany accounts and transactions have been eliminated. For comparative purposes, prior periods’ consolidated financial statements have been reclassified when necessary to conform to report classifications of the current year. The reclassifications had no effect on net income. The unaudited consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Subsequent Events. The Company has evaluated events and transactions occurring subsequent to September 30, 2012, 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.

(2) Recent Accounting Pronouncements

ASU No. 2011-11, "Balance Sheet (Topic 210) - Disclosures about Offsetting Assets and Liabilities," amends Balance Sheet (Topic 210), to require an entity to disclose both gross and net information about both financial instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The financial instruments and transactions would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and lending arrangements. ASU 2011-11 is effective for annual and interim periods beginning on January 1, 2013, and is not expected to have a significant impact on the Company’s financial statements.

ASU No. 2011-05, "Comprehensive Income (Topic 220) - Presentation of Comprehensive Income." ASU 2011-05 amends Topic 220, "Comprehensive Income," to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments. An entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Additionally, ASU 2011-05 requires entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. ASU 2011-05 is effective for annual and interim periods beginning after December 15, 2011; however, certain provisions related to the presentation of reclassification adjustments have been deferred by ASU 2011-12 "Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05," as further discussed below. ASU 2011-05 was adopted early by the Company and applied to the financial statements for the period ended December 31, 2011. The Company’s financial statements include a single continuous statement of comprehensive income that includes the components of net income and the components of other comprehensive income.

ASU No. 2011-12 "Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05." ASU 2011-12 defers changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments to allow the FASB time to further deliberate whether to require presentation on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. ASU 2011-12 allows entities to continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12.

(3) Commitments and Contingencies

Standby letters of credit are conditional commitments issued by the Bank to guarantee performance of a customer to a third party. The amount of credit risk involved in issuing letters of credit in the event of nonperformance by the other party is the contract amount. The maximum exposure related to these commitments at September 30, 2012 was $976,000 which was secured by real estate, cash, and marketable securities.

(4) Segment Information

The Company has no reportable segments. All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and other borrowings and manage interest rate and credit risk.

(5) Earnings Per Share

Earnings per share (“EPS”) consists of two separate components, basic EPS and diluted EPS. Basic EPS is computed based on the weighted average number of shares of common stock outstanding for each period presented. Diluted EPS is calculated based on the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents (“CSEs”). CSEs consist of shares that are assumed to have been purchased with the proceeds from the exercise of stock options, as well as unvested common stock awards. Common stock equivalents which are considered antidilutive are not included for the purposes of this calculation. At September 30, 2012 and 2011, there were 290,250 and 227,750 antidilutive CSEs, respectively.

The following table sets forth the composition of the weighted average shares (denominator) used in the basic and dilutive earnings per share computations.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011

Net Income (Loss)	$	640,000		$	(778,000	)	$	2,107,000		$	541,000

Weighted average shares outstanding		5,431,911			5,474,437			5,460,104			5,474,454
Adjusted average unearned ESOP shares		(166,956	)		(152,072	)		(170,792	)		(134,122	)
Weighted average shares outstanding – basic		5,264,955			5,322,365			5,289,312			5,340,332
Effect of dilutive common stock equivalents		31,741			—			35,784			55,672
Adjusted weighted average shares outstanding-dilutive		5,296,696			5,322,365			5,325,096			5,396,004

Basic earnings (loss) per share	$	0.12		$	(0.15	)	$	0.40		$	0.10
Dilutive earnings (loss) per share	$	0.12		$	(0.15	)	$	0.40		$	0.10

(6) Employee Stock Ownership Plan

The Bank has an Employee Stock Ownership Plan (“ESOP”) for the benefit of employees who meet the eligibility requirements as defined in the ESOP. The ESOP purchased 74,073 shares of common stock in the offering completed on January 30, 2007 using proceeds of a loan from the former mid-tier holding company. The Bank makes quarterly payments of principal and interest over a term of 8 years at a rate of 8.25% to the Company. The ESOP has a second loan from the Company to fund the purchase of 150,991 additional shares in connection with the second step conversion completed on January 18, 2011 under which the Bank makes quarterly payments of principal and interest over a term of 20 years at a rate of 3.25% to the Company. The loans are secured by the shares of the stock purchased.

As the debt is repaid, shares are released from collateral and allocated to qualified employees. As shares are released from collateral, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations. The compensation expense for the ESOP for the three months ended September 30, 2012 and September 30, 2011 was $38,000 and $38,000, respectively. The compensation expense for the ESOP for the nine months ended September 30, 2012 and September 30, 2011 was $116,000 and $115,000, respectively.

The following table presents the components of the ESOP shares inclusive of shares purchased prior to 2007:

	September 30, 2012		September 30, 2011
Shares released for allocation		225,446		212,018
Unearned shares		95,921		10,449
Total ESOP shares		321,367		222,467

(7) Retirement Plans

The Bank has a defined benefit pension plan which covers all full-time employees meeting certain eligibility requirements. The net pension costs included the following components:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011

Net Periodic Benefit Cost
Service Cost	$	73,153		$	68,026		$	219,459		$	204,078
Interest Cost		59,083			68,807			177,249			206,241
Expected Return on Plan Assets		(100,313	)		(93,623	)		(300,939	)		(280,869	)
Amortization of Prior Service Cost		3,171			3,171			9,513			9,513
Amortization of Loss		33,594			12,449			100,782			37,347
Net Periodic Benefit Cost	$	68,688		$	58,830		$	206,064		$	176,310

The expected and actual 2012 pension contribution was $350,000 and $650,000, respectively.

The Bank has a Nonqualified Retirement and Death Benefit Agreement (the “Agreements”) with certain officers of the Bank. The purpose of the Agreements is to provide the officers with supplemental retirement benefits equal to a specified percentage of final compensation and a pre-retirement death benefit if the officer does not attain the specific age requirement. A summary of the interim information for the Agreements is as follows:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2012		2011			2012		2011

Net Periodic Benefit Cost
Service Cost	$	12,060	$	9,865		$	36,180	$	29,595
Interest Cost		43,214		58,852			129,642		176,556
Amortization of Loss (Gain)		4,726		(5,717	)		14,178		(17,151	)
Net Periodic Benefit Cost	$	60,000	$	63,000		$	180,000	$	189,000

(8) Fair Value Accounting

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

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to fair value measurement and unobservable (i.e. support with little or no market value activity).

An asset 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.

The following methods and assumptions were used to estimate the fair value of certain Company assets and liabilities.

Cash and Cash Equivalents (Carried at Cost). The carrying amounts reported in the consolidated statements of financial condition for cash and short-term instruments approximate those assets’ fair values.

Investment and Mortgage-Backed Securities. The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) 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.

Loans Receivable (Carried at Cost). The fair values of loans are estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Impaired Loans (Generally Carried at Fair Value). Impaired loans are those in which the Bank has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. Appraised values may be discounted from a range of 7% to 43% and had a weighted average discount of 18% at September 30, 2012 based upon management’s historical knowledge and changes in the market conditions from the time of the appraisal. Because of the high degree of judgment required in estimating the fair value of collateral underlying impaired loans and because of the relationship between fair value and general economic conditions we consider fair values of impaired loans to be highly sensitive to market conditions. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balances, net of any valuation allowance. At September 30, 2012 and December 31, 2011, the fair value consists of loan balances of $10.2 million and $7.2 million, respectively, net of valuation allowances of $1.2 million and $667,000, respectively; and loan balances of $5.8 million and $9.6 million, respectively, net of partial charge-offs $2.6 million and $3.7 million, respectively.

Other Real Estate Owned. OREO assets are originally recorded at fair value upon transfer of the loans to OREO. Subsequently, OREO assets are carried at the lower of carrying value or fair value. The fair value of OREO is based on independent appraisals less selling costs. Appraised values may be discounted from a range of 2% to 20% and had a weighted average discount of 6% at September 30, 2012 based upon management’s historical knowledge and changes in the market conditions from the time of the appraisal. Because of the high degree of judgment required in estimating the fair value of OREO and because of the relationship between fair value and general economic conditions we consider fair values of OREO to be highly sensitive to market conditions. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. At September 30, 2012 and December 31, 2011, the fair value consists of OREO balances of $1.0 million and $1.0 million, respectively, net of valuation allowances of $11,000, and $11,000, respectively.

FHLB Stock (Carried at Cost). The carrying amount of FHLB stock approximates fair value, and considers the limited marketability of such securities.

Accrued Interest Receivable and Payable (Carried at Cost). The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposits (Carried at Cost). The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Borrowings (Carried at Cost). The carrying amount of overnight sweep accounts generally approximate fair value.

Off-Balance Sheet Financial Instruments. Fair values for the Company’s off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing.

The following table summarizes assets measured at fair value on a recurring basis as of September 30, 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

Description	Total		(Level 1) Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

Investment Security Obligations of FHLB	$	5,010	$	—	$	5,010	$	—
Investment Security Obligations of Freddie Mac		2,003		—		2,003		—
Investment Security Obligations of Fannie Mae		8,005		—		8,005		—
Mortgage Backed Obligations of GNMA		1,428		—		1,428		—
Mortgage Backed Obligations of FHLMC		2,543		—		2,543		—
Mortgage Backed Obligations of FNMA		4,406		—		4,406		—
Total	$	23,395	$	—	$	23,395	$	—

The following table summarizes assets measured at fair value on a recurring basis as of December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

Description	Total		(Level 1) Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

Investment Security Obligations of FHLB	$	8,034	$	—	$	8,034	$	—
Investment Security Obligations of Freddie Mac		7,027		—		7,027		—
Investment Security Obligations of Fannie Mae		8,009		—		8,009		—
Mortgage Backed Obligations of GNMA		1,545		—		1,545		—
Mortgage Backed Obligations of FHLMC		3,800		—		3,800		—
Mortgage Backed Obligations of FNMA		5,958		—		5,958		—
Total	$	34,373	$	—	$	34,373	$	—

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at September 30, 2012 are as follows (in thousands):

Description	Total		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

Impaired loans	$	12,189	$	—	$	—	$	12,189
Other real estate owned		989		—		—		989
Total	$	13,178	$	—	$	—	$	13,178

There were no transfers between levels for the three or nine month periods ended September 30, 2012. The Company’s policy is to recognize transfers between levels as of the end of the reporting period.

For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at December 31, 2011 are as follows (in thousands):

Description	Total		(Level 1) Quoted Prices in Active Markets for Identical Assets		(Level 2) Significant Other Observable Inputs		(Level 3) Significant Unobservable Inputs

Impaired loans	$	12,358	$	—	$	—	$	12,358
Other real estate owned		989		—		—		989
Total	$	13,347	$	—	$	—	$	13,347

The carrying amount and estimated fair values of the Company’s assets and liabilities were as follows as of the dates indicated.

	At September 30, 2012
	Carrying		Level 1		Level 2		Level 3
	Amount		Fair Value		Fair Value		Fair Value
	(In thousands)
Assets:
Cash and due from banks	$	1,258	$	1,258	$	—	$	—
Interest bearing deposits at banks		105,605		105,605		—		—
Investment securities		41,483		—		42,787		—
Mortgage-backed securities		8,377		—		8,377		—
Loans receivable		276,293		—		—		272,966
FHLB stock		1,540		—		1,540		—
Accrued interest receivable		1,585		—		1,585		—

Liabilities:
NOW and MMDA deposits (1)	$	95,355	$	95,355	$	—	$	—
Other savings deposits		49,133		49,133		—		—
Certificate accounts		228,959		—		—		230,630
Borrowings		3,120		3,120		—		—
Accrued interest payable		8		—		8		—
Off balance sheet instruments		—		—		—		—

(1) Includes non-interest bearing accounts, totaling $14,868.

	At December 31, 2011
	Carrying		Level 1		Level 2		Level 3
	Amount		Fair Value		Fair Value		Fair Value
	(In thousands)
Assets:
Cash and due from banks	$	1,397	$	1,397	$	—	$	—
Interest bearing deposits at banks		95,455		94,455		—		—
Investment securities		45,245		—		46,270		—
Mortgage-backed securities		11,303		—		11,303		—
Loans receivable		285,297		—		—		283,708
FHLB stock		1,887		—		1,887		—
Accrued interest receivable		1,666		—		1,666		—

Liabilities:
NOW and MMDA deposits (1)	$	95,685	$	95,685	$	—	$	—
Other savings deposits		47,157		47,157		—		—
Certificate accounts		233,206		—		—		235,255
Borrowings		3,878		3,878		—		—
Accrued interest payable		14		—		14		—
Off balance sheet instruments		—		—		—		—

(1) Includes non-interest bearing accounts, totaling $11,859.

(9) Investment and Mortgage Backed Securities

The Bank classifies and accounts for debt and equity securities as follows:

Securities Held to Maturity - Securities held to maturity are stated at cost, adjusted for unamortized purchase premiums and discounts, based on the positive intent and the ability to hold these securities to maturity considering all reasonably foreseeable conditions and events.

Securities Available for Sale - Securities available for sale, carried at fair value, are those securities management might sell in response to changes in market interest rates, increases in loan demand, changes in liquidity needs and other conditions. Unrealized gains and losses, net of tax, are reported as a net amount in other comprehensive income (loss) until realized.

Purchase premiums and discounts are amortized to income over the life of the related security using the interest method. The adjusted cost of a specific security sold is the basis for determining the gain or loss on the sale.

The following table shows the fair value and unrealized losses on investments, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position.

	At September 30, 2012
	Less than 12 Months						12 Months or Longer		Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(Dollars in Thousands)
Securities Available for Sale
U.S. Government obligations	$	2,997	$	2	$	—	$	—	$	2,997	$	2
Mortgage-backed securities		—		—		—		—		—		—
Total securities available for sale	$	2,997	$	2	$	—	$	—	$	2,997	$	2

Securities Held to Maturity
Municipal obligations	$	986	$	1	$	—	$	—	$	986	$	1

	At December 31, 2011
	Less than 12 Months				12 Months or Longer				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(Dollars in Thousands)
Securities Available for Sale
U.S. Government obligations	$	2,995	$	5	$	—	$	—	$	2,995	$	5
Mortgage-backed securities		119		2		—		—		119		2

Total securities available for sale	$	3,114	$	7	$	—	$	—	$	3,114	$	7

Securities Held to Maturity
Municipal obligations	$	—	$	—	$	—	$	—	$	—	$	—

Other-than-temporary impairment, if any, is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.

As of September 30, 2012, management believes that the estimated fair value of the securities disclosed above is primarily dependent upon the movement in market interest rates particularly given the negligible inherent credit risk associated with the issuers of these securities.

Although the fair value will fluctuate as market interest rates move, management believes that these fair values will recover as the underlying portfolios mature. As of September 30, 2012, there were two U.S. government obligations in an unrealized loss position, no mortgage-backed securities were in an unrealized loss position, and three municipal obligations were in an unrealized loss position for less than twelve months and none in an unrealized loss position for more than twelve months. The Company does not intend to sell these securities and it is not more likely than not that it will be required to sell these securities before recovery. Management does not believe any individual unrealized loss as of September 30, 2012 represents an other-than-temporary impairment.

Securities Available for Sale and Held to Maturity

The amortized cost, gross unrealized gains and losses, and the fair values of securities available for sale and held to maturity are shown below. Where applicable, the maturity distribution and the fair value of securities, by contractual maturity, are shown. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Dollars in Thousands

	September 30, 2012
	Amortized		Gross Unrealized				Fair
Available for Sale:	Cost		Gains		Losses		Value

Obligations of the Federal Home Loan Bank:
Due after 5 years through 10 years	$	5,000	$	10		—	$	5,010

Total	$	5,000	$	10	$	—	$	5,010

	September 30, 2012
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value

Obligations of Freddie Mac:
Due after 5 year through 10 years	$	2,000	$	3		—	$	2,003

Total	$	2,000	$	3	$	—	$	2,003

	September 30, 2012
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value

Obligations of Fannie Mae:
Due after 5 year through 10 years	$	5,997	$	10	$	—		$	6,007
Due after 10 years		2,000		—		(2	)		1,998

Total	$	7,997	$	10	$	(2	)	$	8,005

	September 30, 2012
	Amortized		Gross Unrealized					Fair
Held to Maturity	Cost		Gains		Losses			Value

Municipal Obligations:
Due in 1 year or less	$	191	$	—	$	—		$	191
Due after 1 years through 5 years		2,995		66		—			3,061
Due after 5 years through 10 years		4,894		115		(1	)		5,008
Due after 10 years		18,385		1,124		—			19,509

Total	$	26,465	$	1,305	$	(1	)	$	27,769

	December 31, 2011
	Amortized		Gross Unrealized				Fair
Available for Sale:	Cost		Gains		Losses		Value

Obligations of the Federal Home Loan Bank:
Due after 1 year through 5 years	$	5,997	$	36	$	—	$	6,033
Due after 5 years through 10 years		2,000		1		—		2,001

Total	$	7,997	$	37	$	—	$	8,034

	December 31, 2011
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value

Obligations of Freddie Mac:
Due after 1 year through 5 years	$	2,000	$	—	$	(3	)	$	1,997
Due after 10 years		5,000		30		—			5,030

Total	$	7,000	$	30	$	(3	)	$	7,027

	December 31, 2011
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value

Obligations of Fannie Mae:
Due after 1 year through 5 years	$	3,000	$	2	$	(2	)	$	3,000
Due after 5 years through 10 years		4,997		12		—			5,009

Total	$	7,997	$	14	$	(2	)	$	8,009

	December 31, 2011
	Amortized		Gross Unrealized				Fair
Held to Maturity	Cost		Gains		Losses		Value

Municipal Obligations:
Due after 1 year through 5 years	$	1,000	$	75	$	—	$	1,075
Due after 5 years through 10 years		1,766		61		—		1,827
Due after 10 years		19,409		889	$	—		20,298

Total	$	22,175	$	1,025	$	—	$	23,200

Included in obligations of U.S. Government agencies at September 30, 2012 and December 31, 2011, were $12.0 million and $23.1 million, respectively, of structured notes. These structured notes were comprised of step-up bonds that provide the U.S. Government agency with the right, but not the obligation, to call the bonds on certain dates. In September of 2011, the Company identified a held-to-maturity security whose issuer had shown evidence of a significant deterioration of its credit worthiness, a permissible change per FASB ASC Topic 320-10, and sold the security which had an amortized cost of $688,000. As a result of the sale the Company recorded a gain on the sale of the investment of $13,000. In addition, during nine months ended September 30, 2011 the Company recorded a $57,000 loss on the sale of $268,000 of equity securities, which previously were owned by the mutual holding company. There were no sales of investment securities in 2012.

Mortgage-Backed Securities Available for Sale

The amortized cost, gross unrealized gains and losses, and the fair values of mortgage-backed securities available for sale are as follows:

Dollars in Thousands

	September 30, 2012
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
GNMA pass-through certificates	$	1,325	$	103	$	—	$	1,428
FHLMC pass-through certificates		2,348		195		—		2,543
FNMA pass-through certificates		4,125		281		—		4,406

Total	$	7,798	$	579	$	—	$	8,377

	December 31, 2011
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
GNMA pass-through certificates	$	1,449	$	96		—		$	1,545
FHLMC pass-through certificates		3,528		272		—			3,800
FNMA pass-through certificates		5,623		337	$	(2	)		5,958

Total	$	10,600	$	705	$	(2	)	$	11,303

At September 30, 2012 and December 31, 2011, the Company had $3.7 million and $2.2 million, respectively, in mortgage-backed securities pledged as collateral for the treasury, tax and loan account and certain deposits. There were no sales of mortgage-backed securities in 2012 or 2011.

(10) Loans Receivable - Net

Loans receivable consist of the following:

Dollars in Thousands	At September 30,		At December 31,
	2012		2011
Real estate loans:
Single-family	$	120,466	$	118,059
Multi-family		12,900		10,757
Commercial		116,978		130,191
Land and construction		16,551		14,595
Commercial business		9,207		9,481
Consumer		5,477		6,616
Total loans receivable		281,579		289,699
Less:
Deferred fees		833		402
Allowance for loan losses		4,453		4,000
Loans receivable - net	$	276,293	$	285,297

The Company originates loans to customers located primarily in Southeastern Pennsylvania. This geographic concentration of credit exposes the Company to a higher degree of risk associated with this economic region.

Single-family real estate loans primarily consist of first mortgage liens on existing single-family residences and home equity loans. The Company and intends to continue to originate permanent loans secured by first mortgage liens and home equity loans on single-family residential properties in the future.

Multi-family and commercial real estate loans are made on terms up to 30 years, some of which include call or balloon provisions ranging from five to 15 years. The Company will originate and purchase these loans either with fixed interest rates or with interest rates which adjust in accordance with a designated index.

The Company also originates residential and commercial construction loans, and to a limited degree, land acquisition and development loans. Construction loans are classified as either residential construction loans or commercial real estate construction loans at the time of origination, depending on the nature of the property securing the loan.

The Company has a commercial loan department to provide a full range of commercial loan products to small business customers in its primary marketing area. These loans generally have shorter terms and higher interest rates as compared to mortgage loans.

The Company offers consumer loans in order to provide a full range of financial services to its customers and because such loans generally have shorter terms and higher interest rates than mortgage loans. The consumer loans presently offered by the Company include deposit account secured loans and lines of credit.

(11) Loan Credit Quality

For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Generally, when a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past due status as of September 30, 2012:

(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 or More Days		Total Past Due		Current		Total Loans Receivable		Loans Receivable Greater Than 90 Days Past Due and Accruing
Real estate:
Single-family	$	1,045	$	847	$	1,549	$	3,441	$	117,025	$	120,466	$	1,057
Multi-family		34		—		—		34		12,866		12,900		—
Commercial		5,098		144		1,314		6,556		110,422		116,978		—
Land and construction		—		—		3,161		3,161		13,390		16,551		—
Commercial business		—		—		—		—		9,207		9,207		—
Consumer		152		125		333		610		4,867		5,477		333
Total	$	6,329	$	1,116	$	6,357	$	13,802	$	267,777	$	281,579	$	1,390

The following table presents the classes of the loan portfolio summarized by the past due status as of December 31, 2011:

(Dollars in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 or More Days		Total Past Due		Current		Total Loans Receivable		Loans Receivable Greater Than 90 Days Past Due and Accruing
Real estate:
Single-family	$	1,509	$	252	$	3,073	$	4,834	$	113,225	$	118,059	$	2,018
Multi-family		—		—		—		—		10,757		10,757		—
Commercial		3,420		56		3,016		6,492		123,699		130,191		—
Land and construction		—		—		7,707		7,707		6,888		14,595		—
Commercial business		—		—		81		81		9,400		9,481		—
Consumer		207		119		561		887		5,729		6,615		561
Total	$	5,136	$	427	$	14,438	$	20,001	$	269,698	$	289,699	$	2,579

The following table presents nonaccrual loans by classes of the loan portfolio as of September 30, 2012 and December 31, 2011:

	September 30, 2012		December 31, 2011
(Dollars in thousands)

Real estate:
Single-family	$	663	$	1,055
Multi-family		—		—
Commercial		1,993		3,016
Land and construction		3,161		7,707
Commercial business		—		81
Consumer		—		—
Total non-accruing loans	$	5,817	$	11,859

Allowance for Loan Losses

The allowance for loan losses is increased by charges to income and decreased by chargeoffs (net of recoveries). Allowances are provided for specific loans when losses are probable and can be estimated. When this occurs, management considers the remaining principal balance, fair value and estimated net realizable value of the property collateralizing the loan. Current and future operating and/or sales conditions are also considered. These estimates are susceptible to changes that could result in material adjustments to results of operations. Recovery of the carrying value of such loans is dependent to a great extent on economic, operating and other conditions that may be beyond management’s control.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. An unallocated component, if any, is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative factors. These qualitative risk factors include:

Lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.

National, regional, and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans.

Nature and volume of the portfolio and terms of loans.

Experience, ability, and depth of lending management and staff.

Volume and severity of past due, classified and nonaccrual loans as well as and other loan modifications.

Quality of the Company’s loan review system, and the degree of oversight by the Company’s Board of Directors.

Existence and effect of any concentrations of credit and changes in the level of such concentrations.

Effect of external factors, such as competition and legal and regulatory requirements.

Each factor is assigned a value to reflect improving, stable or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance for loan loss calculation.

Single family real estate loans involve certain risks such as interest rate risk and risk of non repayment. Adjustable-rate single family real estate loans decreases the interest rate risk to the Company that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. Repayment risk can be affected by job loss, divorce, illness and personal bankruptcy or the borrower.

Multi-family and commercial real estate lending entails significant risks. Such loans typically involve large loan balances to single borrowers or groups of related borrowers. The payment experience on such loans is typically dependent on the successful operation of the real estate project. The success of such projects is sensitive to changes in supply and demand conditions in the market for multi-family and commercial real estate as well as economic conditions generally.

Construction lending is generally considered to involve a high risk due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property's value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally difficult to evaluate and monitor. In addition, speculative construction loans to a builder are not necessarily pre-sold and thus pose a greater potential risk to the Company than construction loans to individuals on their personal residences.

Commercial business lending is generally considered higher risk due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on the business assets. Commercial business loans are primarily secured by inventories and other business. In most cases, any repossessed collateral for a defaulted commercial business loans will not provide an adequate source of repayment of the outstanding loan balance.

Consumer loans generally have shorter terms and higher interest rates than other lending but generally involve high credit risk because of the type and nature of the collateral and, in certain cases, the absence of collateral. In addition, consumer lending collections are dependent on the borrower's continuing financial stability, and thus are more likely to be adversely effected by job loss, divorce, illness and personal bankruptcy. In most cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan.

The allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial and construction loans or when credit deficiencies arise, such as delinquent loan payments, for commercial and consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful and loss. Loans criticized special mention have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. Loans classified substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified doubtful have all the weaknesses inherent in loans classified substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a loss are considered uncollectible and are charged to the allowance for loan losses. Loans not classified are rated pass.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan losses have not required significant adjustments from management’s initial estimates. In addition, the Department and the FDIC, as an integral part of their examination processes, periodically review our allowance for loan losses. The Department and the FDIC may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.

The following table presents the activity in the allowance for loan losses and related recorded investment in loans receivable by classes of the loans individually and collectively evaluated for impairment as of and for the three and nine months ended September 30, 2012 (in thousands):

	Single Family Real Estate			Multi Family Real Estate			Commercial Real Estate			Land and Construction			Consumer			Commercial Business			Total
Allowance for loan losses for the three months ended September 30, 2012:
Beginning balance	$	720		$	650		$	2,240		$	432		$	22		$	235		$	4,299
Charge-offs		(23	)		—			(59	)		—			(2	)		—			(84	)
Recoveries		—			—			12			—			1			—			13
Provisions		10			(78	)		303			(8	)		(1	)		(1	)		225
Ending balance	$	707		$	572		$	2,496		$	424		$	20		$	234		$	4,453
Allowance for loan losses for the nine months ended September 30, 2012:
Beginning balance	$	693		$	234		$	2,289		$	525		$	20		$	239		$	4,000
Charge-offs		(42	)		—			(59	)		(439	)		(7	)		—			(547	)
Recoveries		9			—			12			2			2			—			25
Provisions		47			338			254			336			5			(5	)		975
Ending balance	$	707		$	572		$	2,496		$	424		$	20		$	234		$	4,453
Ending balance:
individually evaluated for impairment	$	—		$	482		$	689		$	—		$	—		$	—		$	1,171
Ending balance:
collectively evaluated for impairment	$	707		$	90		$	1,807		$	424		$	20		$	234		$	3,282

Loans receivable:
Ending balance	$	120,466		$	12,900		$	116,978		$	16,551		$	9,207		$	5,477		$	281,579
Ending balance:
individually evaluated for impairment	$	—		$	3,569		$	7,965		$	3,161		$	—		$	—		$	14,695
Ending balance:
collectively evaluated for impairment	$	120,466		$	9,331		$	109,013		$	13,390		$	9,207		$	5,477		$	266,884

The following table presents the activity in the allowance for loan losses by classes of the loans individually and collectively evaluated for impairment as of and for the three and nine months ended September 30, 2011:

(Dollars in thousands)	Single Family Real Estate			Multi Family Real Estate			Commercial Real Estate			Land and Construction			Commercial Business			Consumer			Total
Allowance for loan losses for the three months ended September 30, 2011:
Beginning balance	$	426		$	345		$	1,990		$	2,279		$	238		$	19		$	5,297
Charge-offs		(14	)		—			—			(3,673	)		(24	)		(1	)		(3,712	)
Recoveries		—			—			1			40			—			—			41
Provisions		82			(95	)		517			1,905			16			—			2,425
Ending balance	$	494		$	250		$	2,508		$	551		$	230		$	18		$	4,051
Allowance for loan losses for the nine months ended September 30, 2011:
Beginning balance	$	411		$	247		$	2,072		$	2,151		$	190		$	19		$	5,090
Charge-offs		(47	)		—			(147	)		(3,898	)		(24	)		(6	)		(4,122	)
Recoveries		—			—			18			40			—			—			58
Provisions		130			3			565			2,258			64			5			3,025
Ending balance	$	494		$	250		$	2,508		$	551		$	230		$	18		$	4,051
Ending balance:
individually evaluated for impairment	$	—		$	151		$	727		$	—		$	13		$	—		$	891
Ending balance:
collectively evaluated for impairment	$	494		$	99		$	1,781		$	551		$	217		$	18		$	3,160

The following table presents the allowance for loan losses and related recorded investment in loans receivable by classes of the loans individually and collectively evaluated for impairment as of December 31, 2011:

(Dollars in thousands)	Single Family Real Estate		Multi Family Real Estate		Commercial Real Estate		Land and Construction		Consumer		Commercial Business		Total
Allowance for loan losses:
Ending balance	$	693	$	234	$	2,289	$	525	$	20	$	239	$	4,000
Ending balance:
individually evaluated for impairment	$	—	$	157	$	205	$	305	$	—	$	—	$	667
Ending balance:
collectively evaluated for impairment	$	693	$	77	$	2,084	$	220	$	20	$	239	$	3,333

Loans receivable:
Ending balance	$	118,059	$	10,757	$	130,191	$	14,595	$	6,616	$	9,481	$	289,699
Ending balance:
individually evaluated for impairment	$	—	$	2,834	$	4,991	$	7,707	$	—	$	81	$	15,613
Ending balance:
collectively evaluated for impairment	$	118,059	$	7,923	$	125,200	$	6,888	$	6,616	$	9,400	$	274,086

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of September 30, 2012:

	Pass		Special Mention		Substandard		Doubtful		Total
(Dollars in thousands)

Real estate:
Single-family	$	118,746	$	—	$	1,720	$	—	$	120,466
Multi-family		9,331		—		3,569		—		12,900
Commercial		108,435		2,811		5,732		—		116,978
Land and construction		13,390		—		3,161		—		16,551
Commercial business		9,182		25		—		—		9,207
Consumer		5,477		—		—		—		5,477
Total	$	264,561	$	2,836	$	14,182	$	—	$	281,579

	Pass		Special Mention		Substandard		Doubtful		Total
(Dollars in thousands)

Real estate:
Single-family	$	114,486	$	—	$	3,573	$	—	$	118,059
Multi-family		7,923		—		2,834		—		10,757
Commercial		121,980		3,220		4,991		—		130,191
Land and construction		6,888		—		7,707		—		14,595
Commercial business		9,375		25		81		—		9,481
Consumer		6,616		—		—		—		6,616
Total	$	267,268	$	3,245	$	19,186	$	—	$	289,699

Loan Impairment

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and industrial loans, commercial real estate loans and commercial construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Currently, estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral.

The Company does not separately identify individual single-family loans secured by real estate unless such loans are the subject of a troubled debt restructuring agreement. Large groups of these smaller balance homogeneous loans are collectively evaluated for impairment.

For multi-family, land and construction, and commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.

For commercial business loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable agings or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.

The Company does not separately identify consumer and other loans unless such loans are the subject of a troubled debt restructuring agreement. Large groups of these smaller balance homogeneous loans are collectively evaluated for impairment.

Loans whose terms are modified are classified as troubled debt restructurings if the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary below market rate reduction in interest rate or an extension of a loan’s stated maturity date. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification. Loans classified as troubled debt restructurings are designated as impaired.

The following table summarizes information in regards to impaired loans by loan portfolio class as of and for the three months ended September 30, 2012:

(Dollars in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized While Impaired
With no related allowance recorded:
Real estate:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial	$	1,335	$	1,335	$	—	$	1,335	$	47
Land and construction	$	3,161	$	6,188	$	—	$	3,161	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

With an allowance recorded:
Real estate:
Multi-family	$	3,569	$	3,569	$	482	$	3,569	$	23
Commercial	$	6,630	$	6,630	$	689	$	6,630	$	75
Land and construction	$	—	$	—	$	—	$	—	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

Total:
Real estate:
Multi-family	$	3,569	$	3,569	$	482	$	3,569	$	23
Commercial	$	7,965	$	7,965	$	689	$	7,965	$	122
Land and construction	$	3,161	$	6,188	$	—	$	3,161	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

The following table summarizes information in regards to impaired loans by loan portfolio class as of and for the nine months ended September 30, 2012:

(Dollars in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized While Impaired
With no related allowance recorded:
Real estate:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial	$	1,335	$	1,335	$	—	$	1,335	$	56
Land and construction	$	3,161	$	6,188	$	—	$	3,161	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

With an allowance recorded:
Real estate:
Multi-family	$	3,569	$	3,569	$	482	$	3,569	$	82
Commercial	$	6,630	$	6,630	$	689	$	6,161	$	236
Land and construction	$	—	$	—	$	—	$	—	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

Total:
Real estate:
Multi-family	$	3,569	$	3,569	$	482	$	3,569	$	82
Commercial	$	7,965	$	7,965	$	689	$	7,496	$	292
Land and construction	$	3,161	$	6,188	$	—	$	3,161	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

The following table summarizes information in regards to impaired loans by loan portfolio class as of and for the three months ended September 30, 2011:

(Dollars in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized While Impaired
With no related allowance recorded:
Real estate:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial	$	2,208	$	2,208	$	—	$	2,016	$	18
Land and construction	$	5,861	$	10,289	$	—	$	5,861	$	—
Commercial business	$	149	$	149	$	—	$	49	$	1

With an allowance recorded:
Real estate:
Multi-family	$	2,834	$	2,834	$	151	$	945	$	17
Commercial	$	1,701	$	1,701	$	437	$	1,137	$	7
Land and construction	$	1,487	$	1,487	$	290	$	496	$	8
Commercial business	$	48	$	48	$	13	$	49	$	—

Total:
Real estate:
Multi-family	$	2,834	$	2,834	$	151	$	945	$	17
Commercial	$	3,909	$	3,909	$	437	$	3,153	$	25
Land and construction	$	7,348	$	11,776	$	290	$	6,357	$	8
Commercial business	$	197	$	197	$	13	$	98	$	1

The following table summarizes information in regards to impaired loans by loan portfolio class as of and for the nine months ended September 30, 2011:

(Dollars in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized While Impaired
With no related allowance recorded:
Real estate:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial	$	2,208	$	2,208	$	—	$	1,464	$	52
Land and construction	$	5,861	$	10,289	$	—	$	4,396	$	—
Commercial business	$	149	$	149	$	—	$	13	$	1

With an allowance recorded:
Real estate:
Multi-family	$	2,834	$	2,834	$	151	$	236	$	17
Commercial	$	1,701	$	1,701	$	437	$	335	$	7
Land and construction	$	1,487	$	1,487	$	290	$	124	$	8
Commercial business	$	48	$	48	$	13	$	16	$	—

Total:
Real estate:
Multi-family	$	2,834	$	2,834	$	151	$	236	$	17
Commercial	$	3,909	$	3,909	$	437	$	1,799	$	59
Land and construction	$	7,348	$	11,776	$	290	$	4,520	$	8
Commercial business	$	197	$	197	$	13	$	29	$	1

The following table summarizes information in regards to impaired loans by loan portfolio class as of and for the year ended December 31, 2011:

(Dollars in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized While Impaired
With no related allowance recorded:
Real estate:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial	$	2,507	$	2,507	$	—	$	1,537	$	46
Land and construction	$	5,861	$	10,289	$	—	$	5,861	$	145
Commercial business	$	81	$	81	$	—	$	25	$	1

With an allowance recorded:
Real estate:
Multi-family	$	2,834	$	2,834	$	157	$	944	$	29
Commercial	$	2,484	$	2,484	$	205	$	679	$	34
Land and construction	$	1,846	$	1,846	$	305	$	526	$	—
Commercial business	$	—	$	—	$	—	$	—	$	—

Total:
Real estate:
Multi-family	$	2,834	$	2,834	$	157	$	944	$	29
Commercial	$	4,991	$	4,991	$	205	$	2,216	$	80
Land and construction	$	7,707	$	12,135	$	305	$	6,387	$	145
Commercial business	$	81	$	81	$	—	$	25	$	1

The following table summarizes information in regards to troubled debt restructurings for the three months ended September 30, 2012:

(Dollars in Thousands)

Number of
Contracts

Pre-Modification
Outstanding Recorded
Investments

Post-Modification
Outstanding
Recorded
Investments

Real estate:

Single-family

—

Multi-family

—

Commercial

—

Land and construction

—

Commercial business

—

Consumer

—

There were no troubled debt restructurings with a payment default, with the payment default occurring within 12 months of restructure, and payment default occurring during the three months ended September 30, 2012.

The following table summarizes information in regards to troubled debt restructurings for the nine months ended September 30, 2012:

(Dollars in Thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investments		Post-Modification Outstanding Recorded Investments
Real estate:
Single-family		—		—		—
Multi-family		—		—		—
Commercial		7	$	3,445	$	3,445
Land and construction		—		—		—
Commercial business		—		—		—
Consumer		—		—		—

At September 30, 2012, the Company had two multi-family loans with a carrying value of $3.6 million, ten commercial real estate loans with a carrying value of $4.5 million, and one land and construction loan with a carrying value of $3.2 million classified as troubled debt restructurings. The two multi-family loans are to one borrower, were classified as substandard in the Company’s allowance for loan losses, and have a $482,000 allowance against them. The ten commercial real estate loans are to three borrowers and have a $411,270 allowance against them. Eight of the ten commercial real estate loans are to two borrowers and are classified as special mention in the Company’s allowance for loan losses. Two of the ten commercial real estate loans and are classified as substandard in the Company’s allowance for loan losses. The land and construction loan was classified as substandard in the Company’s allowance for loan losses and had been written down by $2.6 million in charge-offs during the year ended December 31, 2011 and has no allowance against a $3.2 million carrying value at September 30, 2012. The property securing this loan is under a sales agreement and management anticipates closing by year end 2012 and expects no further loss. All of the troubled debt restructurings consisted of changes in interest rates and no principal was forgiven.

The following table summarizes information in regards to troubled debt restructurings at December 31, 2011:

(Dollars in Thousands)	Number of Contracts		Pre-Modification Outstanding Recorded Investments		Post-Modification Outstanding Recorded Investments
Real estate:
Single-family		—		—		—
Multi-family		2	$	2,834	$	2,834
Commercial		3	$	1,280	$	1,280
Land and construction		2	$	9,702	$	5,561
Commercial business		—		—		—
Consumer		—		—		—

	Number of Contracts		Recorded Investment
That Subsequently Defaulted		1
Real estate:
Single-family		—		—
Multi-family		—		—
Commercial		—		—
Land and construction		2	$	5,861
Commercial business		—		—
Consumer		—		—

At December 31, 2011, the Company had two multi-family, three commercial real estate, and two land and construction loans classified as troubled debt restructurings. The two multi-family loans are to one borrower, were classified as substandard in the Company’s allowance for loan losses, and have a $157,000 allowance against them. The three commercial real estate loans are to one borrower, are classified as special mention in the Company’s allowance for loan losses, and had no reserve against them. The two land and construction loans are to two borrowers, were classified as substandard in the Company’s allowance for loan losses and had been written down by $3.7 million in charge-offs as of December 31, 2011, and had no allowance against them. All of the troubled debt restructurings consisted of changes in interest rates and no principal was forgiven. The two multi-family and the two land and construction loans were classified as troubled debt restructurings at December 31, 2010, while the three commercial real estate loans were classified as troubled debt restructurings during the year ended December 31, 2011.

(12) Stock-Based Compensation

Recognition and Retention Plan and Trust

In July of 2011, the shareholders of the Company approved the adoption of the 2011 Recognition and Retention Plan and Trust (the “2011 RRP”). Pursuant to the terms of the 2011 RRP, awards of up to 218,977 shares of restricted common stock may be granted to employees and directors. In order to fund the 2011 RRP, the 2011 RRP acquired 218,977 shares of the Company’s common stock in the open market for approximately $2.4 million at an average price of $11.14 per share. During 2012 and 2011 the Company made sufficient contributions to the 2011 RRP to fund the purchase of these shares. Pursuant to the terms of the 2011 RRP, no additional shares will need to be acquired. On July 20, 2011, a total of 208,200 2011 RRP awards were granted. On July 20, 2012, a total of 3,000 2011 RRP awards were granted. The 2011 RRP shares generally vest at the rate of 20% per year over five years.

A summary of the status of the shares under the 2011 RRP as of September 30, 2012 and changes during the three months ended September 30, 2012 are presented below:

	Three Months Ended September 30, 2012
			Weighted
	Number of		average grant
	shares		date fair value

Restricted at the beginning of period		208,200	$	11.05
Granted		3,000	$	12.47
Vested		41,640	$	11.05
Forfeited		—		—
Restricted at the end of period		169,560	$	11.08

A summary of the status of the shares under the 2011 RRP as of September 30, 2012 and changes during the nine months ended September 30, 2012 are presented below:

	Nine Months Ended September 30, 2012
			Weighted
	Number of		average grant
	shares		date fair value

Restricted at the beginning of period		208,200	$	11.05
Granted		3,000	$	12.47
Vested		41,640	$	11.05
Forfeited		—		—
Restricted at the end of period		169,560	$	11.08

Compensation expense on 2011 RRP shares granted is recognized ratably over the five year vesting period in an amount which totals the market price of the common stock at the date of grant. During the three months ended September 30, 2012, approximately 10,560 shares were amortized to expense, based on the proportional vesting of the awarded shares, resulting in recognition of approximately $112,000 in compensation expense. During the nine months ended
September 30, 2012, approximately 31,380 shares were amortized to expense, based on the proportional vesting of the awarded shares, resulting in recognition of approximately $333,000 in compensation expense. As of September 30, 2012, approximately $1.7 million in additional compensation expense is scheduled to be recognized over the remaining vesting period of 4.8 years. Under the terms of the 2011 RRP, any unvested 2011 RRP awards will become fully vested upon a change in control resulting in the full recognition of any unrecognized expense.

Stock Options

In July 2011, the shareholders of the Company also approved the adoption of the 2011 Stock Option Plan (the “2011 Option Plan”). Pursuant to the 2011 Option Plan, options to acquire 325,842 shares of common stock may be granted to employees and directors. Under the 2011 Option Plan, options generally become vested and exercisable at the rate of 20% per year over five years and are generally exercisable for a period of ten years after the grant date. On July 20, 2011, options to purchase 277,750 shares of common stock were awarded. On July 20, 2012, options to purchase 9,500 shares of common stock were awarded. As of September 30, 2012, a total of 38,592 shares of common stock have been reserved for future grant pursuant to the 2011 Option Plan.

A summary of the status of the Company’s stock options under the 2011 Option Plan as of September 30, 2012, and changes during the three and nine months ended September 30, 2012, is presented below:

	Three Months Ended September 30, 2012
			Weighted
	Number of		average
	shares		exercise price

Options outstanding at the beginning of period		277,750	$	11.05
Granted		9,500	$	12.47
Exercised		—		—
Forfeited		—		—
Options outstanding at the end of period		287,250	$	11.10
Exercisable at end of the period		55,500	$	11.05

	Nine Months Ended September 30, 2012
			Weighted
	Number of		average
	shares		exercise price

Options outstanding at the beginning of period		277,750	$	11.05
Granted		9,500	$	12.47
Exercised		—		—
Forfeited		—		—
Options outstanding at the end of period		287,250	$	11.10
Exercisable at end of the period		55,500	$	11.05

The fair value of each option grant is estimated using the Black-Scholes pricing model with the following weighted average assumptions for the options granted in 2011: dividend yield of 2.0%, risk-free interest rate of 1.58%, expected life of 7.0 years, and volatility of 30.34%. The calculated fair value of options granted in 2011 was $2.99. The fair value of each option grant is estimated using the Black-Scholes pricing model with the following weighted average assumptions for the options granted in 2012: dividend yield of 2.0%, risk-free interest rate of 0.71%, expected life of 7.0 years, and volatility of 28.87%. The calculated fair value of options granted in 2012 was $3.08. The weighted average contractual term of the option was 8.8 years at September 30, 2012. Options exercisable at September 30, 2012 were 55,500.

During the three months ended September 30, 2012, approximately $41,000 was recognized in compensation expense for the 2011 Option Plan. During the nine months ended September 30, 2012, approximately $121,000 was recognized in compensation expense for the 2011 Option Plan. At September 30, 2012, approximately $634,000 in additional compensation expense for awarded options remained unrecognized. The weighted average period over which this expense will be recognized is approximately 4.8 years.

(13) Contingent Obligations

The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company has issued unconditional commitments in the form of standby letters of credit to guarantee payment on behalf of a customer and guarantee the performance of a customer to a third party. Standby letters of credit generally arise in connection with lending relationships. The credit risk involved in issuing these instruments is essentially the same as that involved in extending loans to customers. Contingent obligations under standby letters of credit totaled approximately $976,000 at September 30, 2012 and $508,000 at December 31, 2011 and represent the maximum potential future payments the Company could be required to make. Typically, these instruments have terms of twelve months or less and expire unused; therefore, the total amounts do not necessarily represent future cash requirements. Each customer is evaluated individually for creditworthiness under the same underwriting standards used for commitments to extend credit for on-balance sheet instruments. Company policies governing loan collateral apply to standby letters of credit at the time of credit extension. Loan-to-value ratios are generally consistent with loan-to-value requirements for other commercial loans secured by similar types of collateral.

Part I – Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements. Alliance Bancorp, Inc. of Pennsylvania (the “Company”) may from time to time make written or oral “forward-looking statements,” including statements contained in the Company’s filings with the Securities and Exchange Commission (including this Quarterly Report on Form 10-Q and the exhibits hereto and thereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond the Company’s control). The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the success of the Company in gaining regulatory approval of its products and services, when required; the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); technological changes; acquisitions; changes in consumer spending and saving habits; and the success of the Company at managing the risks involved in the foregoing.

The Company cautions that the foregoing list of important factors is not exclusive. Readers are also cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this report. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

General. The Company’s profitability is highly dependent on net interest income. The components that drive net interest income are the amounts of interest-earning assets and interest-bearing liabilities along with rates earned or paid on such rate sensitive instruments. The Company manages interest rate exposure by attempting to match asset maturities with liability maturities. In addition to managing interest rate exposure, the Company also considers the credit risk, prepayment risk and extension risk of certain assets. The Company maintains asset quality by utilizing comprehensive loan underwriting standards and collection efforts as well as originating or purchasing primarily secured or guaranteed assets.

The Company’s profitability is also affected by fee income, gain or loss on the sale of other real estate owned, general and administrative expenses, provisions for loan losses, other real estate owned expenses, and income taxes.

Critical Accounting Policies. In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our consolidated financial statements included elsewhere herein. These policies are described in Note 2 of the notes to the consolidated financial statements in the December 31, 2011 annual report on Form 10-K. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America (US GAAP) and to general practices within the banking industry. Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Charges against the allowance for loan losses are made when management believes that the collectability of loan principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that management believes will cover known and inherent losses in the loan portfolio, based on evaluations of the collectability of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on our commercial and residential loan portfolios and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

Income Taxes. Management makes estimates and judgments to calculate various tax liabilities and determine the recoverability of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. As of September 30, 2012, the Company had approximately $1.1 million, $864,000, and $575,000 of capital loss carryforwards, expiring in 2013, 2014, and 2015, respectively, which resulted in a deferred tax asset of $859,000. The Company expects to fully realize the benefit of such carryforwards through tax planning and sales/leaseback of capital assets. In June 2012, the Company sold and settled a capital asset that resulted in an $806,000 gain which can be utilized to reduce its capital loss carryfowards. As of September 30, 2012, the Company had $1.3 million of federal net operating loss (“NOLs”) carryforwards, expiring from 2027 through 2031, which resulted in a deferred tax asset of $443,000. The net operating losses were incurred at Alliance Mutual Holding Company (“MHC”). In connection with the second step conversion in January 2011, the MHC was dissolved, and the NOLs that existed at the MHC were transferred to the Company. The NOLs that were transferred cannot be carried back; however, the Company expects to fully realize the benefit of such carryforwards based on future periods’ forecasted earnings.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results, and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

Other than Temporary Impairment of Investment Securities and Mortgage Backed Securities. The Company is required to perform periodic reviews of individual securities in its investment portfolio to determine whether a decline in the fair value of a security below its amortized cost is other than temporary. A review of other than temporary impairment requires management to make certain judgments regarding the nature of the decline, its effect on the consolidated financial statements and the probability, extent and timing of a valuation recovery. Management evaluates securities for other than temporary impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such evaluations. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.

Comparison of Financial Condition at September 30, 2012 and December 31, 2011

Total assets decreased $4.8 million or 1.0% to $464.7 million at September 30, 2012 compared to $469.5 million at December 31, 2011. This decrease was primarily due to a $8.1 million or 34.9% decrease in investment securities available for sale, a $2.9 million or 25.9% decrease in mortgage-backed securities available for sale, a $9.0 million or 3.2% decrease in loans receivable, and a $1.7 million or 38.1% decrease in premises and equipment. These decreases were partially offset by an $11.0 million or 11.5% increase in total cash and cash equivalents, a $4.3 million or 19.3% increase in investment securities held to maturity, and a $2.5 million or 96.9% increase in Other Real Estate Owned (“OREO”).

Total liabilities decreased $3.4 million or 0.9% to $383.1 million at September 30, 2012 compared to $386.5 million at December 31, 2011. This decrease was primarily due to a $5.6 million or 1.5% decrease in interest bearing deposits and a $758,000 or 19.5% decrease in borrowings. These decreases were partially offset by a $3.0 million or 25.4% increase in non-interest bearing deposits.

Stockholders’ equity decreased $1.4 million to $81.6 million as of September 30, 2012 compared to $83.0 million at December 31, 2011. The decrease was primarily due to $1.3 million of common stock acquired by benefit plans combined with $1.7 million used to acquire treasury stock under the Company’s stock repurchase program. The decrease was partially offset by net income of $2.1 million for the nine months ended September 30, 2012.

Nonperforming assets decreased $4.7 million to $12.3 million or 2.65% of total assets at September 30, 2012 as compared to $17.0 million or 3.63% of total assets at December 31, 2011. The nonperforming assets at September 30, 2012 included $7.2 million in nonperforming loans and $5.1 million in other real estate owned. The decrease in nonperforming assets was primarily due to a $7.2 million decrease in nonperforming loans offset by a $2.5 million increase in other real estate owned as of September 30, 2012. These changes were primarily due to the transfer of $4.4 million of former nonperforming real estate loans to other real estate owned during the nine months ended September 30, 2012. As of September 30, 2012, nonperforming loans included $1.7 million in single-family residential real estate loans, $2.0 million in commercial real estate loans, a $3.2 million real estate construction loan and $333,000 in student loans, which are fully guaranteed by the U.S. Government.

Although management uses the best information available to make determinations with respect to the provisions for loan losses, additional provisions for loan losses may be required to be established in the future should economic or other conditions change substantially. In addition, the Department and the FDIC, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to such allowance based on their judgments about information available to them at the time of their examination.

Comparison of Results of Operations for the Three and Nine Months ended September 30, 2012 and September 30, 2011

General. Net income amounted to $640,000 or $0.12 per share for the three months ended September 30, 2012 as compared to a net loss of $778,000 or $0.15 per share for the same period in 2011. The increase in net income was primarily due to a $2.2 million or 90.7% decrease in the provision for loan losses and a $102,000 or 47.9% increase in other income. The increase in net income was partially offset by a $71,000 or 1.9% decrease net interest income and a $79,000 or 2.9% increase in other expenses.

Net income increased $1.6 million or 289.5% to $2.1 million or $0.40 per basic share for the nine months ended September 30, 2012 as compared to $541,000 or $0.10 per basic share for the same period in 2011. The increase in net income was primarily due to a $2.1 million or 67.8% decrease in the provision for loan losses and a $1.2 million or 226.5% increase in other income. The increase in net income was partially offset by a $286,000 or 2.6% decrease in net interest income and a $555,000 or 6.8% increase in other expenses.

Net Interest Income. Net interest income is determined by the interest rate spread (i.e., the difference between the yields earned on interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. Net interest income decreased $71,000 or 1.9% during the three months ended September 30, 2012 as compared to the same period in 2011. The decrease in net interest income was primarily due to a $302,000 or 6.4% decrease in interest income on interest earnings assets, partially off-set by a $231,000 or 23.0% decrease in interest expense on interest bearing-liabilities. As a result, the interest rate spread decreased 10 basis points from 3.23% for the three months ended September 30, 2011 to 3.13% for the three months ended September 30, 2012.

Net interest income decreased $286,000 or 2.6% during the nine months ended September 30, 2012 as compared to the same period in 2011. The decrease in net interest income was primarily due to a $1.0 million or 7.1% decrease in interest income on interest earning assets, partially off-set by a $717,000 or 22.3% decrease in interest expense on interest-bearing liabilities. As a result, the interest rate spread decreased 11 basis points from 3.16% for the nine months ended September 30, 2012 to 3.05% for the nine months ended September 30, 2012.

Based on the current economic environment and market competition, management anticipates continued pressure on the interest rate spread for the remainder of 2012 which may negatively impact net interest income.

Interest Income. Interest income decreased $302,000 or 6.4% to $4.4 million for the three months ended September 30, 2012, compared to the same period in 2011. The decrease was due to a $228,000 or 5.5% decrease on interest income on loans, a $46,000 or 12.5% decrease in interest income on investment securities, and a $46,000 or 34.8% decrease in interest income on mortgage backed securities, partially offset by a $18,000 or 40.0% increase in interest income earned on balances due from depository institutions. The decrease in interest income on loans was due to a $9.8 million or 3.3% decrease in the average balance of loans outstanding and a 12 basis point or 2.1% decrease in the average yield earned. The decrease in interest income on investment securities was due to a $12.7 million or 22.8% decrease in the average balance of investment securities, partially offset by a 35 basis point or 13.4% increase in the average yield earned. The decrease in interest income on mortgage backed securities was due to a $4.1 million or 31.7% decrease in the average balance of mortgage backed securities and a 19 basis point or 4.7% decrease in the average yield earned. The increase in interest income on balances due from depository institutions was due to a $37.1 million or 52.4% increase in the average balance of balances due from depository institutions, partially offset by a 2 basis point or 8.1% decrease in the average yield earned.

Interest income decreased $1.0 million or 7.1% to $13.2 million for the nine months ended September 30, 2012, compared to the same period in 2011. The decrease was due to a $634,000 or 5.1% decrease in interest income on loans, a $273,000 or 23.0% decrease in interest income on investment securities, a $149,000 or 33.9% decrease in interest income on mortgage backed securities, partially offset by a $52,000 or 38.5% increase in interest income earned on balances due from depository institutions. The decrease in interest income on loans was due to an $8.7 million or 3.0% decrease in the average balance of loans outstanding and a 13 basis point or 2.3% decrease in the average yield earned. The decrease in interest income on investment securities was due to a $15.7 million or 25.4% decrease in the average balance of investment securities, partially offset by a 9 basis point or 3.5% increase in the average yield earned. The decrease in interest income on mortgage backed securities was due to a $4.4 million or 30.7% decrease in the average balance of mortgage backed securities and a 19 basis point or 4.6% decrease in the average yield earned. The increase in interest income on balances due from depository institutions was due to a $38.4 million or 55.7% increase in the average balance of balances due from depository institutions, partially offset by a 3 basis point or 11.5% decrease in the average yield earned.

Interest Expense. Interest expense decreased $231,000 or 23.0% to $774,000 for the three months ended September 30, 2012, compared to the same period in 2011. This decrease was primarily due to a $228,000 or 22.8% decrease in interest expense on deposits and a $3,000 or 75.0% decrease in interest expense on borrowings. The decrease in interest expense on deposits was due to a 27 basis point or 24.1% decrease in the rates paid on deposits, partially offset by a $8.3 million or 2.3% increase in the average balance of deposits. The decrease in interest expense on borrowings was due to a 77 basis point or 83.7% decrease in the rates paid on borrowings, partially offset by a $980,000 or 56.6% increase in the average balance of borrowings.

Interest expense decreased $717,000 or 22.3% to $2.5 million for the nine months ended September 30, 2012, compared to the same period in 2011. This decrease was primarily due to a $709,000 or 22.2% decrease in interest expense on deposits and an $8,000 or 57.1% decrease in interest expense on borrowings. The decrease in interest expense on deposits was due to a 28 basis point or 23.7% decrease in the rates paid on deposits, partially offset by a $8.7 million or 2.4% increase in the average balance of deposits. The decrease in interest expense on borrowings was due to a $968,000 or 24.9% decrease in the average balance of borrowings and a 21 basis point or 43.8% decrease in the rates paid on borrowings.

Average Balances, Net Interest Income and Yields Earned and Rates Paid. The following average balance sheet table sets forth for the periods indicated, information on the Company regarding: (i) the total dollar amounts of interest income on interest-earning assets and the resulting average yields; (ii) the total dollar amounts of interest expense on interest-bearing liabilities and the resulting average costs; (iii) net interest income; (iv) interest rate spread; (v) net interest-earning assets (interest-bearing liabilities); (vi) the net yield earned on interest-earning assets; and (vii) the ratio of total interest-earning assets to total interest-bearing liabilities. Information is based on average daily balances during the periods presented.

	Three Months Ended September 30,
	2012							2011
	Average							Average
(Dollars in Thousands)	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Loans receivable (1) (3)	$	283,618	$	3,934		5.55	%	$	293,399	$	4,162		5.67	%
Mortgage-backed securities (3)		8,915		86		3.86			13,053		132		4.05
Investment securities (3)		43,224		321		2.97			55,970		367		2.62
Due from depository institutions		107,739		63		0.23			70,689		45		0.25
Total interest-earning assets		443,496		4,404		3.97			433,111		4,706		4.35
Noninterest-earning assets		29,170							29,882
Total assets	$	472,666						$	462,993

Interest-bearing liabilities:
Deposits	$	365,184		773		0.85		$	356,883		1,001		1.12
Borrowings		2,711		1		0.15			1,731		4		0.92
Total interest-bearing liabilities		367,895		774		0.84			358,614		1,005		1.12
Noninterest-bearing
Liabilities		21,856							18,659
Total liabilities		389,751							377,273
Stockholders’ equity		82,915							85,720
Total liabilities and stockholders’ equity	$	472,666						$	462,993

Net interest-earning assets	$	75,601						$	74,497
Net interest income/interest rate spread			$	3,630		3.13	%			$	3,701		3.23	%
Net yield on interest-
Earning assets (2)						3.27	%						3.42	%

Nonaccrual loans and loan fees have been included.

Net interest income divided by interest-earning assets.

The indicated yields are not reflected on a tax equivalent basis.

	Nine Months Ended September 30,
	2012							2011
	Average							Average
(Dollars in Thousands)	Balance		Interest		Rate			Balance		Interest		Rate
Interest-earning assets:
Loans receivable (1) (3)	$	283,909	$	11,806		5.54	%	$	292,558	$	12,440		5.67	%
Mortgage-backed securities (3)		9,891		291		3.92			14,273		440		4.11
Investment securities (3)		46,021		917		2.66			61,708		1,189		2.57
Due from depository institutions		107,326		187		0.23			68,921		135		0.26
Total interest-earning assets		447,147		13,201		3.94			437,460		14,204		4.33
Noninterest-earning assets		30,024							26,264
Total assets	$	477,171						$	463,724

Interest-bearing liabilities:
Deposits	$	369,910		2,486		0.90		$	361,247		3,195		1.18
Borrowings		2,917		6		0.27			3,885		14		0.48
Total interest-bearing liabilities		372,827		2,492		0.89			365,132		3,209		1.17
Noninterest-bearing
Liabilities		21,401							36,552
Total liabilities		394,228							401,684
Stockholders’ equity		82,943							62,040
Total liabilities and stockholders’ equity	$	477,171						$	463,724

Net interest-earning assets	$	74,320						$	72,328
Net interest income/interest rate spread			$	10,709		3.05	%			$	10,995		3.16	%
Net yield on interest-
Earning assets (2)						3.19	%						3.35	%

Nonaccrual loans and loan fees have been included.

Net interest income divided by interest-earning assets.

The indicated yields are not reflected on a tax equivalent basis.

Provision for Loan Losses. The provision for loan losses amounted to $225,000 for the three months ended September 30, 2012 as compared to $2.4 million for the three months ended September 30, 2012. The provision for loan losses amounted to $975,000 for the nine months ended September 30, 2011 as compared to $3.0 million for the nine months ended September 30, 2011. Such provisions were primarily to maintain a reserve level deemed appropriate by management in light of factors such as the level of nonperforming loans and the current economic environment. The decrease in the provision for loan losses during the three and nine month periods ended September 30, 2012 was primarily due to the receipt of updated appraisals on two real estate construction loans and management’s decision to use the bulk sale or liquidation values of the collateral supporting these loans as their carrying values in 2011.

Other Income. Other income was $315,000 for the three months ended September 30, 2012 as compared to $213,000 for the same period in 2011. The increase in other income included a $125,000 net gain on the sale of OREO, partially offset by a $6,000 or 7.3% decrease in the cash surrender value bank of owned of life insurance and a $1,000 decrease in service charges on deposit accounts for the three months ended September 30, 2012.

Other income was $1.7 million for the nine months ended September 30, 2012 as compared to $533,000 for the same period in 2011. The increase was primarily the result of an $806,000 gain on the sale of premises and equipment from the sale of real property formerly held by the Company’s former mutual holding company. The increase in other income also included a $326,000 net gain on the sale of OREO, $29,000 in rental income on OREO properties, and a $15,000 increase in other fee income for the nine months ended September 30, 2012. The gain was partially offset by an $8,000 or 3.2% decrease in the cash surrender value of bank owned life insurance and a $2,000 decrease in service charges on deposit accounts for the nine months ended September 30, 2012.

Other Expenses. Other expenses increased $79,000 or 2.8% to $2.9 million for the three months ended September 30, 2012 compared to the same period in 2011. The increase was primarily due to a $69,000 or 4.2% increase in salary and employee benefits, a $24,000 or 24.0% increase in advertising and marketing expense, and a $29,000 or 38.8% increase in FDIC insurance premiums. The increase in salary and benefit costs was primarily attributed to costs associated with the stock based compensation plans implemented during the third quarter of 2011. These increases were partially offset by a $13,000 or 8.2% decrease in professional fees.

Other expenses increased $555,000 or 6.8% to $8.8 million for the nine months ended September 30, 2012 compared to the same period in 2011. The increase was primarily due to a $448,000 or 9.7% increase in salary and employee benefits, a $96,000 or 38.1% increase in advertising and marketing expense, and a $52,000 or 12.4% increase in professional fees. The increase in salary and benefit costs is primarily attributed to costs associated with the stock based compensation plans implemented during the third quarter of 2011. These increases were partially offset by a $67,000 or 18.3% decrease in FDIC insurance premiums.

Income Tax Expense (Benefit). Income tax expense (benefit) amounted to $162,000 and ($572,000) for the three months ended September 30, 2012 and 2011, respectively, resulting in effective tax rates of 20.2% and (42.4)%, respectively. Income tax expense amounted to $618,000 and $(232,000) for the nine months ended September 30, 2012 and 2011, respectively, resulting in effective tax rates of 22.7% and (75.1)%, respectively. The increase in income tax expense was primarily due to a higher amount of income before income taxes.

Liquidity and Capital Resources

Liquidity, represented by cash and cash equivalents, is a product of its cash flows from operations. The primary sources of funds are deposits, borrowings, amortization, prepayments and maturities of outstanding loans and mortgage-backed securities, sales of loans, maturities and calls of investment securities and other short-term investments and income from operations. Changes in the cash flows of these instruments are greatly influenced by economic conditions and competition. Management attempts to balance supply and demand by managing the pricing of its loan and deposit products while maintaining a level of growth consistent with the conservative operating philosophy of the management and board of directors. Any excess funds are invested in overnight and other short-term interest-earning accounts. Cash flows are generated through the retail deposit market, its traditional funding source, for use in investing activities. In addition, the borrowings such as Federal Home Loan Bank advances may be utilized for liquidity or profit enhancement. At September 30, 2012, the Company had no outstanding advances and approximately $132.8 million of borrowing capacity from the FHLB of Pittsburgh. Further, the Company has access to the Federal Reserve Bank discount window. At September 30, 2012, no such funds were outstanding.

The primary use of funds is to meet ongoing loan and investment commitments, to pay maturing savings certificates and savings withdrawals and expenses related to general operations of the Company. At September 30, 2012, the total approved loan commitments outstanding amounted to $13.5 million. At the same date, commitments under unused lines of credit amounted to $28.5 million. Certificates of deposit scheduled to mature in one year or less at September 30, 2012 totaled $139.1 million. Management believes that a significant portion of maturing deposits will remain with the Company. For the quarter ended September 30, 2012, there were no material changes in contractual obligations that were outside of the ordinary course of business. Management anticipates that it will continue to have sufficient cash flows to meet its current and future commitments.

Impact of Inflation and Changing Prices

The unaudited condensed consolidated financial statements and related financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of the Company’s assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than does the effect of inflation.

Part I - Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Part I - Item 4.

CONTROLS AND PROCEDURES

The Company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are designed to ensure that financial information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. It is the opinion of management, after consultation with legal counsel, that these matters will not materially affect the Company’s financial condition or results of operations. However, there can be no assurance that any of the outstanding legal proceedings and litigation to which the Company is a party will not be decided adversely to the Company’s interests and have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A. Risk Factors

Not Applicable as the Company is a Smaller Reporting Company

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

(a) – (b) Not Applicable

(c) The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of common stock of the Company during the indicated periods.

Period	Total Number of Shares Purchased(1)		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 2012		9,133	$	12.47		9,133		538,300
August 2012		—		—		—		538,300
September 2012		118,470		12.51		118,470		419,830

Totals		127,603	$	12.51		127,603		419,830

(1) All shares were repurchased under the Company’s announced repurchase program. On January 14, 2012, the Company announced a program to repurchase up to 547,433 shares, or 10% of its outstanding common stock, commencing on January 18, 2012. The program will expire on January 18, 2013, and all shares will be purchased in the open market or by privately negotiated transactions, as in the opinion of management, market conditions warrant.

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

(a)

The following exhibits are filed herewith:

Ex. No.	Description
31.1	Section 302 Certification of Chief Executive Officer
31.2	Section 302 Certification of Chief Financial Officer
32.1	Section 906 Certification of Chief Executive Officer
32.2	Section 906 Certification of Chief Financial Officer
101.1.INS	XBRL Instance Document*
101.2.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definitions Linkbase Document*

* These interactive files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.

SIGNATURES

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

ALLIANCE BANCORP, INC. OF PENNSYLVANIA

Date: November 13, 2012	By:	/s/ Dennis D. Cirucci
		Dennis D. Cirucci, President
		and Chief Executive Officer

Date: November 13, 2012	By:	/s/ Peter J. Meier
		Peter J. Meier, Executive Vice
		President and Chief Financial Officer