8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 2, 2014

Prudential Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-55084	46-2935427
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1834 Oregon Avenue, Philadelphia, Pennsylvania		19145
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (215) 755-1500

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 2, 2014, Prudential Bancorp, Inc. (the “Company”) reported its results of operations for the three and six months ended March 31, 2014.

For additional information, reference is made to the Company's press release dated May 2, 2014, which is included as Exhibit 99.1 hereto and is incorporated herein by reference thereto.  The press release attached hereto is being furnished to the SEC and shall not be deemed to be "filed" for any purpose except otherwise provided herein.

Item	9.01	Financial Statements and Exhibits
	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
	(d)	The following exhibits are included with this Report:

Exhibit No.	Description
99.1	Press release regarding results of operations and financial condition, dated May 2, 2014

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SIGNATURES

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

	PRUDENTIAL BANCORP, INC.
	By:	/s/Joseph R. Corrato
	Name:	Joseph R. Corrato
	Title:	Executive Vice President and Chief Financial Officer
Date: May 2, 2014

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release regarding results of operations and financial condition, dated May 2, 2014

EX-99.1

Exhibit 99.1

Press Release

Release Date:  May 2, 2014	Contact:	Thomas A. Vento -
at 4:30 p.m. EST		President
		Joseph R. Corrato -
		Executive Vice President
		(215) 755-1500

PRUDENTIAL BANCORP, INC. ANNOUNCES SECOND QUARTER FISCAL 2014 RESULTS

Philadelphia, Pennsylvania (May 2, 2014) –Prudential Bancorp, Inc. (the “Company”) (Nasdaq:PBIP), the holding company for Prudential Savings Bank (the “Bank”), today reported net income of $535,000, or $0.06 per basic and diluted share, for the quarter ended March 31, 2014 as compared to $14,000 or $0.00 per basic and diluted share, for the comparable period ended March 31, 2013.  For the six months ended March 31, 2014, the Company recognized net income of $873,000, or $0.10 per basic and $0.09 per diluted share, as compared to net income of $286,000, or $0.03 per basic and diluted share for the comparable period in 2013. The improved profitability for the three and six months ended March 31, 2014 was primarily due to gains recorded in 2014 from the sale of investment securities and a lower expense recorded in 2014, compared to 2013, relating to real estate owned expense.

Tom Vento, Chairman, President and Chief Executive Officer, stated “We are pleased with the Company’s efforts and long term focus. This quarter represents our twelfth consecutive quarter of earnings, along with the early sign of positive impact from the implementation of our strategy of controlled loan growth.  Along with our strategic loan growth plan, the Company continues to provide necessary resources for the improvement in asset quality.”

At March 31, 2014, we had total assets of $515.4 million, as compared to $607.9 million at September 30, 2013, a decrease of $92.5 million or 15.2%. The primary reason for the $92.5 million decrease in assets was the return to subscribers of $74.3 million in excess subscription funds received in connection with the second-step conversion offering. Cash and cash equivalents decreased $107.6 million to $51.4 million at March 31, 2014, compared to $159.0 million at September 30, 2013.  This decrease was attributable to the $74.3 million returned to subscribers, the use of cash and cash equivalents to fund the increase in outstanding net loan balances of $12.0 million and a reduction of deposits of $13.6 million (excluding $145.7 million  subscription funds held in escrow related to the second-step stock offering).  Loans receivable increased to $318.6 million at March 31, 2014 from $306.5 million at September 30, 2013.  A majority of the loan growth consisted of the origination of single-family residential loans within our immediate market area. During the quarter the Company completed a sale of five below investment grade mortgage-backed securities aggregating $1.0 million, reflecting a gain of $274,000.

Total liabilities decreased to $386.9 million at March 31, 2014 from $548.0 million at September 30, 2013. The $161.1 million decrease in total liabilities was primarily due to the return of $74.3 million to subscribers due to an oversubscription in the offering as well as the transfer to equity of $69.4 million of net proceeds from the offering.  In addition, the Company continued with its strategy to allow certain higher costing certificates of deposit to run-off as part of our asset/liability management strategy. The deposit outflows experienced during the quarter were funded from cash and cash equivalents.

Total stockholders’ equity increased by $68.6 million to $128.5 million at March 31, 2014 from $59.9 million at September 30, 2013. The increase reflected the receipt of net proceeds of approximately $69.4 million from the Company’s second-step offering which closed October 9, 2013.  Other items that impacted equity this quarter were the recognition of $873,000 in earnings, the receipt of $847,000 of cash transferred from the mutual holding company as part of the conversion and a slight increase  in the market value of the remaining available for sale securities in the investment portfolio due to improvement in market rates since September 30, 2013.

For the three months ended March 31, 2014, net interest income increased $119,000 or 3.8% to $3.2 million as compared to $3.1 million for the same period in 2013.  Interest expense declined by $286,000 or 25.1% partially offset by a decrease of $167,000 or 3.9% in interest earned on assets.  The decrease in interest expense resulted primarily from a 20 basis point decrease to 0.89% in the weighted average rate paid on interest-bearing liabilities, reflecting the continued repricing downward of interest-bearing liabilities during the past year combined with a $31.3 million or 7.5% decrease in the average balance of interest-bearing liabilities, primarily certificates of deposit, for the three months ended March 31, 2014, as compared to the same period in fiscal 2013. The decrease in interest income resulted from a 35 basis point decrease to 3.31% in the weighted average yield earned on interest-earning assets partially offset by a $36.0 million or 7.7% increase to $501.3 million in the average balance of interest-earning assets for the three months ended March 31, 2014, as compared to the same period in fiscal 2013.  The decrease in the weighted average yield earned was primarily due to the origination of new loans at lower current market rates of interest combined with the reinvestment at lower current market rates of the proceeds from called investment and mortgage-backed securities. The increase in the average balance of interest-earning assets reflected the Company’s efforts to grow the loan portfolio in a controlled manner.

For the six months ended March 31, 2014, net interest income increased $106,000 or 1.7% to $6.4 million as compared to $6.3 million for the same period in 2013.  Interest expense declined by $602,000 or 25.5% and was partially offset by a decrease of $496,000 or 5.7% in interest income. The decrease in interest expense resulted primarily from a 22 basis point decrease to 0.90% in the weighted average rate paid on interest-bearing liabilities, reflecting the continued repricing downward of interest-bearing liabilities during the past year combined with a $27.6 million or 6.6% decrease in the average balance of interest-bearing liabilities, primarily certificates of deposit, for the six months ended March 31, 2014, as compared to the same period in fiscal 2013.  The decrease in interest income resulted from a 50 basis point decrease to 3.20% in the weighted average yield earned on interest-earning assets partially offset by a $42.6 million or 9.1% increase to $510.3 million in the average balance of interest-earning assets for the six months ended March 31, 2014, as compared to the same period in fiscal 2013.  The decrease in the weighted average yield earned was primarily due to the origination of new loans at lower current market rates of interest combined with the reinvestment at lower current market rates of the proceeds from called investment and mortgage-backed securities. The increase in the average balance of interest-earning assets reflected the Company’s efforts to grow the loan portfolio in a controlled manner.

For the three months ended March 31, 2014, the net interest margin was 2.62%, as compared to 2.68% for the same period in fiscal 2013.  For the six months ended March 31, 2014, the net interest margin was 2.51%, as compared to 2.69% for the same period in fiscal 2013.

The Company determined that a provision for loan loss was not necessary for the three and six month periods ended March 31, 2014.  During the quarter, the Company did not record any charge-offs, but did record a recovery of $37,000 relating to a single-family residential loan.  For the six

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month period the Company recorded total charge-offs of $10,000 which were offset by recoveries of $47,000. The Company believes that the allowance for loan losses at March 31, 2014 is sufficient to cover all inherent and known losses associated with the loan portfolio at such date.  At March 31, 2014, the Company’s non-performing assets totaled $7.4 million or 1.4% of total assets as compared to $7.0 million or 1.2% of total assets at September 30, 2013.  Non-performing assets at March 31, 2014 included $6.9 million in non-performing loans consisting of ten one-to four-family residential loans aggregating $3.4 million, five single-family residential investment property loans aggregating $2.3 million and six commercial real estate loans aggregating $1.0 million.  Non-performing assets also included three one-to-four family residential real estate owned properties with an aggregate carrying value of $489,000.  The increase in non-performing assets during the quarter ended March 31, 2014 was primarily due to the addition of two one-to-four-family residential loans in the amount of $1.3 million, and one loan in the amount of $1.5 million (consisting of the consolidation of a group of investment property loans) related to an individual borrower being classified as a troubled debt restructuring (“TDR”), partially offset by a $1.3 million performing TDR loan being placed on accrual status and three single-family loans in the amount of $428,000 and two residential investment properties in the amount of $465,000 becoming current.

The allowance for loan losses totaled $2.4 million, or 0.7% of total loans and 34.8% of total non-performing loans at March 31, 2014 as compared to $2.4 million, or 0.8% of total loans and 35.5% of total non-performing loans at September 30, 2013.

Non-interest income amounted to $413,000 and $574,000 for the three and six month periods ended March 31, 2014, compared to $200,000 and $414,000 for the same periods in 2013.   The increase for the 2014 periods was primarily attributed to a $274,000 gain recorded from the sale of private label mortgage-backed securities, which occurred during the second fiscal quarter of 2014.

For the three and six month periods ended March 31, 2014, non-interest expense decreased $160,000 or 5.1% and $125,000 or 2.1%, respectively, compared to the prior year periods.  The primary reasons for the decreases were a reduction of FDIC insurance premiums and expenses related to real estate owned recorded during the quarter ended March 31, 2013.

We recorded income tax expense for the three and six months ended March  31, 2014 of $157,000 and $341,000, respectively, compared to income tax expense of $187,000 and $537,000, respectively, for the three and six months ended March 31, 2013.  The effective tax rate for the three and six months ended March 31, 2014 were 22.8% and 28.1%, respectively.  The tax expense related to the sale of available for sale securities was reduced by Company’s ability to utilize prior period capital loss carryforwards.

Prudential Bancorp, Inc. is the holding company for Prudential Savings Bank. Prudential Savings Bank is a Pennsylvania-chartered, FDIC-insured savings bank that was originally organized in 1886. The Bank conducts business from its headquarters and main office in Philadelphia, Pennsylvania as well as six additional full-service branch offices, five of which are in Philadelphia and one of which is in Drexel Hill in Delaware County, Pennsylvania.

This news release contains certain forward-looking statements, including statements about the financial condition, results of operations and earnings outlook for Prudential Bancorp, Inc.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of

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factors, many of which are beyond the Company's control, could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Some of these factors include general economic conditions, changes in interest rates, deposit flows, the cost of funds, changes in credit quality and interest rate risks associated with the Company's business and operations. Other factors include changes in our loan portfolio, changes in competition, fiscal and monetary policies and legislation and regulatory changes. Investors are encouraged to review the Company's periodic reports filed with the Securities and Exchange Commission for financial and business information regarding the Company at www.prudentialsavingsbank.com under the Investor Relations menu. We undertake no obligation to update any forward-looking statements.

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	SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
	(Unaudited)
	At March 31,		At September 30,
	2014		2013
	(Dollars in Thousands)
Selected Consolidated Financial and Other Data (Unaudited):
Total assets	$	515,389	$	607,897
Cash and cash equivalents		51,351		158,984
Investment and mortgage-backed securities:
Held-to-maturity		82,300		83,732
Available-for-sale (1)		47,371		41,781
Loans receivable, net		318,562		306,517
Deposits		383,470		542,748
FHLB advances		340		340
Non-performing loans		6,864		6,634
Non-performing assets		7,353		7,040
Stockholders’ equity		128,462		59,912
Full-service offices		7		7

	Three Months Ended March 31,						Six Months Ended March 31,
	2014			2013			2014			2013
	(Dollars in Thousands Except Per Share Amounts)						(Dollars in Thousands Except Per Share Amounts)
Selected Operating Data:
Total interest income	$	4,085		$	4,253		$	8,154		$	8,650
Total interest expense		852			1,139			1,757			2,359
Net interest income		3,233			3,114			6,397			6,291
Provision for loan losses		--			--			--			--
Net interest income after    provision for loan losses		3,233			3,114			6,397			6,291
Total non-interest income		413			200			574			414
Total non-interest expense		2,954			3,114			5,757			5,882
Income before income taxes		692			200			1,214			823
Income tax expense		157			186			341			537
Net income		535			14			873			286
Basic earnings per share	$	0.06		$	0.00		$	0.10		$	0.03
Diluted earnings per share	$	0.06		$	0.00		$	0.09		$	0.03
Selected Operating Ratios(2):
Average yield on interest-   earning assets		3.31	%		3.66	%		3.20	%		3.70	%
Average rate paid on interest-bearing   liabilities		0.89	%		1.09	%		0.90	%		1.12	%
Average interest rate spread(3)		2.41	%		2.57	%		2.30	%		2.58	%
Net interest margin(3)		2.62	%		2.68	%		2.51	%		2.69	%
Average interest-earning assets   to average interest-bearing   liabilities		129.66	%		111.35	%		129.85	%		111.21	%
Net interest income after   provision for loan losses to   non-interest expense		109.44	%		100.00	%		111.12	%		106.95	%
Total non-interest expense to total   average assets		2.29	%		2.57	%		2.19	%		2.41	%
Efficiency ratio(4)		81.02	%		93.96	%		82.58	%		87.71	%
Return on average assets		0.41	%		0.01	%		0.33	%		0.12	%
Return on average equity		1.73	%		0.09	%		1.38	%		0.95	%
Average equity to average total assets		23.96	%		12.44	%		24.02	%		12.32	%

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	At or for the Three Months Ended March 31,						At or for the Six Months Ended March 31,
	2014			2013			2014			2013
Asset Quality Ratios(5)
Non-performing loans as a percentage of loans receivable, net(7)		2.15	%		2.22	%		2.15	%		2.22	%
Non-performing assets as a percentage of total assets(7)		1.43	%		1.55	%		1.43	%		1.55	%
Allowance for loan losses as a percentage of total loans		0.74	%		0.89	%		0.74	%		0.89	%
Allowance for loan losses as a percentage of non-performing loans		34.82	%		40.66	%		34.82	%		40.66	%
Net charge-offs to average loans receivable (8)	NA			NA			NA			NA
Capital Ratios(5)(6)
Tier 1 leverage ratio
Company		25.08	%		12.24	%		25.08	%		12.24	%
Bank		17.56	%		11.47	%		17.56	%		11.47	%
Tier 1 risk-based capital ratio
Company		57.39	%		26.74	%		57.39	%		26.74	%
Bank		40.26	%		25.06	%		40.26	%		25.06	%
Total risk-based capital ratio
Company		58.45	%		27.87	%		58.45	%		27.87	%
Bank		41.32	%		26.19	%		41.32	%		26.19	%

_______________________________________

(1)  Includes impaired securities.

(2)  With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods and are annualized where appropriate.

(3)  Average interest rate spread represents the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.

(4)  The efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.

(5)  Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable.

(6)  As of October 9, 2013, the Company received net proceeds of $69.4 million from the completion of the second-step conversion and related stock offering.  In addition, the Company infused an additional $34.8 million into the Bank’s capital from such net proceeds.

(7)  Non-performing assets generally consist of all loans on non-accrual, loans which are 90 days or more past due and real estate acquired through foreclosure or acceptance of a deed in-lieu of foreclosure.  It is the Company’s policy to cease accruing interest on all loans which are 90 days or more past due as to interest or principal.

(8)  Net recoveries of $37,000 were recognized for both the three and six months ended March 31, 2014.  Net recoveries of $431,000 and $631,000 were recognized for the three and six months ended March 31, 2013, respectively.

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