-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M0vtQugUEhSaHW5JDXm1prxtyoNig/ybUZW8QEkassg9LXKskiLmACHJYqOjMzQj kXdnW1dlPhF78+BJ9bcjRw== 0000909654-06-002309.txt : 20061102 0000909654-06-002309.hdr.sgml : 20061102 20061102163748 ACCESSION NUMBER: 0000909654-06-002309 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fox Chase Bancorp Inc CENTRAL INDEX KEY: 0001359111 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32971 FILM NUMBER: 061183168 BUSINESS ADDRESS: STREET 1: 4390 DAVISVILLE ROAD CITY: HATBORO STATE: PA ZIP: 19040 BUSINESS PHONE: 215-682-7400 MAIL ADDRESS: STREET 1: 4390 DAVISVILLE ROAD CITY: HATBORO STATE: PA ZIP: 19040 8-K 1 foxchase8knov2-06.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 2, 2006 FOX CHASE BANCORP, INC. ----------------------- (Exact Name of Registrant as Specified in Its Charter) UNITED STATES 1-32971 33-1145559 ------------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 4390 DAVISVILLE ROAD, HATBORO, PENNSYLVANIA 19040 ------------------------------------------------- (Address of principal executive offices) (Zip Code) (215) 682-7400 -------------- (Registrant's telephone number, including area code) 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: [ ] 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 November 2, 2006, Fox Chase Bancorp, Inc. (the "Company"), the holding company for Fox Chase Bank, issued a press release announcing its financial results for the quarter ended September 30, 2006. For more information, reference is made to the Company's press release dated November 2, 2006, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Financial Statements of Businesses Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Shell Company Transactions: Not applicable (d) Exhibits Number Description ------ ----------- 99.1 Press Release dated November 2, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 2, 2006 By: /s/ Jerry D. Holbrook ----------------------------------- Jerry D. Holbrook Executive Vice President and Chief Financial Officer EX-99.1 2 foxchase8knov2-06ex99.txt [LOGO] FOX CHASE BANCORP, INC. 4390 DAVISVILLE ROAD, HATBORO, PA 19040 PHONE (215) 682-7400 FAX (215) 682-4144 NEWS RELEASE ------------ FOR IMMEDIATE RELEASE DATE: November 2, 2006 CONTACT: Jerry Holbrook Chief Financial Officer PHONE: (215) 682-4107 FAX: (215) 682-4144 FOX CHASE BANCORP ANNOUNCES EARNINGS OF $1.0 MILLION FOR THE THIRD QUARTER HATBORO, PA, NOVEMBER 2, 2006 - Fox Chase Bancorp, Inc. (the "Company") (NASDAQ GM: FXCB), the holding company for Fox Chase Bank (the "Bank"), today announced third quarter net income of $1.0 million, compared to net income of $1.3 million for the third quarter of 2005. The Company reported earnings for the nine months ended September 30, 2006 of $1.6 million, compared to net income of $4.0 million for the comparable period in 2005. Results for the three months ended September 30, 2006 included a number of non-recurring transactions including: o A credit to the provision for loan losses of $2.8 million, which reduced the allowance for loan losses to $5.2 million at September 30, 2006 compared to $8.3 million at December 31, 2005. This credit was due to continued reductions in the levels of criticized and classified assets during the September quarter. o A $1.5 million pre-tax charitable contribution expense in connection with the establishment and funding of the Fox Chase Bank Charitable Foundation. o The completion of the reorganization of the Bank into the mutual holding company structure and the initial public offering of 43.6% of the Company's stock in a subscription offering. Net proceeds of the offering totaled $56.6 million. BALANCE SHEET - ------------- Assets decreased $14.1 million, or 1.8%, to $767.2 million at September 30, 2006, compared to $781.3 million at December 31, 2005. The reduction in assets was primarily due to a $70.1 million, or 21.3%, decrease in investment and mortgage related securities and a $16.6 million, or 4.4%, decrease in total gross loans, offset by an increase of $71.2 million in the levels of interest-earnings deposits in other banks. The decrease in securities was primarily due to the maturing and paying down of lower-yielding securities. In addition, the Bank sold $17.2 million of mutual fund investments in the first quarter of 2006. Loans decreased due to: (1) a decrease in construction loans, as management continued to reduce from the portfolio the acquisition, development and construction loans originated by former management in the southern New Jersey shore area; (2) the sale of $14.2 million in longer-term fixed-rate loans in the secondary market in an effort to manage interest rate risk; and (3) the presence of a Cease and Desist Order (the "Order"), which prohibited the Bank from making commercial loans and certain types of consumer loans until the first quarter of 2006. The Order was rescinded on June 28, 2006. Total gross loans increased $588,000 in the third quarter, primarily due to an increase in multi-family and commercial real estate loans. Most of the increase in interest-earning deposits was due to proceeds received in the initial public offering of stock and due to proceeds from the maturation of securities and the sale of loans. Deposits decreased $77.4 million, or 11.3%, to $604.9 million at September 30, 2006 as the Bank's funding needs decreased due to the decrease in assets. Additionally, the Bank is located in a highly competitive deposit market, which combined with the flat yield curve has created a difficult climate for gathering deposits cost effectively. All categories of deposits fell during this period with the largest reductions occurring in time deposits. Stockholders' equity increased $59.3 million to $122.8 million at September 30, 2006 compared to $63.5 million at December 31, 2005. The primary reason for the increase was $56.6 million in net proceeds from the Company's initial public offering on September 29, 2006. The Company sold 6,395,835 shares of common stock to eligible depositors for $10 per share representing 43.6% of the total outstanding shares of the Company. In addition, $150,000 and 135,000 shares, representing 0.9% of the Company's outstanding shares of common stock, were contributed to Fox Chase Bank Charitable Foundation and 8,148,915 shares, representing 55.5% of the Company's outstanding shares of common stock, were issued to Fox Chase MHC, the federally chartered mutual holding company formed in connection with the reorganization. ASSET QUALITY - ------------- Nonperforming assets totaled $4.6 million, or 0.60% of total assets, at September 30, 2006 compared to $5.2 million, or 0.65% of total assets, at December 31, 2005. The $597,000 reduction during the nine months ended September 30, 2006 was primarily the result of workout strategies the Bank has established for its large commercial nonaccruing loans that are designed to prudently exit or collect on such loans within a reasonable timeframe. The Bank credited the allowance for loan losses $2.8 million for the three months ended September 30, 2006 compared to $2.0 million for the comparable three-month period in 2005. The Bank credited the provision for loan losses $3.2 million for the nine months ended September 30, 2006 compared to a credit of $2.0 million for the comparable period in 2005. The allowance for loan losses totaled $5.2 million at September 30, 2006, compared to $8.3 million at December 31, 2005. The $3.2 million reduction in the allowance was primarily due to: (1) a decrease in criticized and classified assets from $28.7 million at June 30, 2006 to $13.2 million at September 30, 2006; and (2) a decrease in the loan portfolio, particularly the construction portfolio, which carries a higher risk of default than one- to-four family residential real estate loans. The allowance for loan losses at September 30, 2006 was 1.45% of total loans outstanding compared to 2.22% at December 31, 2005. NET INTEREST MARGIN - ------------------- The Company's net interest margin was 2.21% for the three months ended September 30, 2006 compared to 1.82% for the comparable third quarter in 2005. The net interest margin was 2.21% for the nine-months ended September 30, 2006 compared to 2.15% for the same period in 2005. This improvement was primarily the result of higher yields on mortgage related and investment securities offset by higher rates paid on deposits. The Company has instituted pricing disciplines for loans and deposits to continue improving its levels of net interest margin. NONINTEREST EXPENSE - ------------------- Noninterest expense increased by $1.4 million, or 34.0%, and $3.5 million, or 31.4% during the three and nine months ended September 30, 2006, respectively, compared to the same periods in 2005. Such increases included the contribution expense of $1.5 million to the Fox Chase Bank Charitable Foundation. Total salaries and other compensation expense increased by $1.2 million between nine-month periods due to the Bank hiring additional lenders and credit staff in 2006 to execute the Bank's lending strategy. The remainder of the increase in noninterest expense was attributable to higher professional fees, due to the hiring of a consulting firm to assist with the implementation of internal policies and procedures related to the Sarbanes-Oxley Act, and increased Federal Deposit Insurance Corporation premiums resulting from our designation by the Office of Thrift Supervision as a troubled institution for regulatory purposes in January 2005. However, due to the lifting of our troubled institution designation in June 2006, our Federal Deposit Insurance Corporation premiums are expected to return to historic levels. Mr. Thomas Petro, President and CEO of the Company said, "We have accomplished a great deal during the first nine months of 2006. The turnaround of the Bank is underway and we have substantially reduced the levels of problem assets. The completion of the initial public offering of stock has increased our level of capital and provides us additional flexibility to meet the needs of our customers and allow us to grow. Fox Chase Bank has been providing banking services to individuals and small businesses for 139 years and is expanding its services. During 2006, we opened three new locations and expect to continue providing additional locations and products as we grow. I want to thank each of the dedicated employees who have worked to accomplish so much in 2006. We also want to welcome all of our stockholders." Fox Chase Bancorp, Inc. is the mid-tier stock holding company of Fox Chase Bank. The Bank is a federally chartered savings bank originally established in 1867. The Bank offers traditional banking services and products from its main office in Hatboro, Pennsylvania and ten branch offices in Bucks, Montgomery, Chester, Delaware and Philadelphia Counties in Pennsylvania and Atlantic and Cape May Counties in New Jersey. For more information, please visit the Bank's website at www.foxchasebank.com. This news release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements can generally be identified by the fact that they do not relate strictly to historical or current facts. They often include words like "believe," "expect," "anticipate," "estimate" and "intend" or future or conditional verbs such as "will," "would," "should," "could" or "may." Statements in this release that are not strictly historical are forward-looking and are based upon current expectations that may differ materially from actual results. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. These risks and uncertainties involve general economic trends, changes in interest rates, loss of deposits and loan demand to other financial institutions, substantial changes in financial markets; changes in real estate value and the real estate market, regulatory changes, possibility of unforeseen events affecting the industry generally, the uncertainties associated with newly developed or acquired operations, the outcome of pending litigation, and market disruptions and other effects of terrorist activities. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required under the rules and regulations of the Securities and Exchange Commission.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Nine Months Ended September 30, September 30, 2006 2005 2006 2005 -------------- ------------ ----------- ------------ INTEREST INCOME Interest and fees on loans $ 5,248 $ 5,712 $ 15,916 $ 20,162 Interest on mortgage related securities 2,047 1,423 6,081 4,244 Interest investments securities AFS: Taxable 953 748 2,913 2,295 Nontaxable 245 186 690 568 Dividend income 61 201 312 645 Other income 552 538 1,085 858 -------------- ------------ ---------- ------------ Total Interest Income 9,106 8,808 26,997 28,772 -------------- ------------ ---------- ------------ INTEREST EXPENSE Deposits 4,850 4,855 14,028 14,517 Federal Home Loan Bank advances 378 375 1,111 1,111 -------------- ------------ ---------- ------------ Total Interest Expense 5,228 5,230 15,139 15,628 -------------- ------------ ---------- ------------ Net Interest Income 3,878 3,578 11,858 13,144 -------------- ------------ ---------- ------------ Provision (credit) for loan losses (2,778) (2,000) (3,161) (2,025) -------------- ------------ ---------- ------------ Net Interest Income after Provision (Credit) for Loan Losses 6,656 5,578 15,019 15,169 -------------- ------------ ---------- ------------ NONINTEREST INCOME Service charges and other fee income 177 238 652 583 Gain (loss) on sale of: Available-for-sale investments -- -- (14) 47 Mortgage related securities -- -- (4) -- Loans 69 16 103 391 Assets acquired through foreclosure -- -- 85 6 Fixed assets (5) (16) (6) (141) Income on bank owned life insurance 108 108 318 342 Other 87 99 317 289 -------------- ------------ ---------- ------------ Total Noninterest Income 436 445 1,451 1,517 -------------- ------------ ---------- ------------ NONINTEREST EXPENSE Salaries, benefits and other compensation 2,206 1,771 6,535 5,376 Occupancy expense 397 415 1,168 1,286 Furniture and equipment 233 292 635 661 Data processing costs 374 438 1,090 1,081 Professional fees 326 413 1,094 723 Marketing expense 199 91 440 298 FDIC premiums 71 359 725 415 Contribution to charitable foundation 1,500 -- 1,500 -- Other 400 478 1,390 1,257 -------------- ------------ ---------- ------------ Total Noninterest Expense 5,706 4,257 14,577 11,097 -------------- ------------ ---------- ------------ Income before Income Taxes 1,386 1,766 1,893 5,589 -------------- ------------ ---------- ------------ Income tax provision 365 502 273 1,602 -------------- ------------ ---------- ------------ Net Income $ 1,021 $ 1,264 $ 1,620 $ 3,987 ============== ============ ========== ============ Earnings per share: Basic (1) -- (1) -- Diluted (1) -- (1) --
(1) Due to the timing of the Bank's reorganization into the mutual holding company form and the completion of the Company's initial public offering on September 29, 2006, earnings per share for the periods shown is not considered meaningful.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) September 30, December 31, 2006 2005 --------------- ------------- ASSETS Cash and due from banks $ 3,125 $ 3,761 Interest-earning deposits in other banks 113,525 42,325 Interest-earning time deposits in other banks -- 600 Investment securities available-for-sale 87,729 141,783 Mortgage related securities available-for-sale 171,652 187,721 Loans held for sale 1,408 357 Loans, net of allowance for loan loss of $5,182 at September 30, 2006 and $8,349 at December 31, 2005 351,969 366,393 Federal Home Loan Bank stock, at cost 4,574 4,146 Asset acquired through foreclosure -- 107 Bank-owned life insurance 11,215 10,897 Premises and equipment 14,748 14,153 Accrued interest and dividends receivable 3,296 3,301 Mortgage servicing rights 1,182 1,168 Deferred tax asset, net 1,697 2,811 Other assets 1,046 1,768 --------------- ------------- Total Assets $ 767,166 $ 781,291 =============== ============= LIABILITIES Deposits $ 604,909 $ 682,307 Federal Home Loan Bank advances 30,000 30,000 Advances from borrowers for taxes and insurance 1,272 2,503 Accrued interest payable 302 268 Accrued expenses and other liabilities 7,865 2,692 --------------- ------------- Total Liabilities 644,348 717,770 --------------- ------------- STOCKHOLDERS' EQUITY Preferred stock ($.01 par value; 1,000,000 shares authorized, none issued) -- -- Common stock ($.01 par value; 35,000,000 shares authorized, 14,679,650 shares issued and outstanding) 147 -- Additional paid-in capital 62,235 -- Unearned common stock held by: Employee stock ownership plan (5,755) -- Retained earnings 67,531 65,911 Accumulated other comprehensive loss (1,340) (2,390) --------------- ------------- Total Stockholders' Equity 122,818 63,521 --------------- ------------- Total Liabilities and Stockholders' Equity $ 767,166 $ 781,291 =============== =============
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF THE COMPANY (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) September 30, June 30, December 31, 2006 2006 2005 ------------- ------------ ------------- CAPITAL RATIOS(4): Tier 1 capital (to adjusted assets) 11.99% 8.96% 8.40% Tier 1 capital (to risk-weighted assets) 26.06% 19.01% 17.76% Total risked-based capital (to risk-weighted assets) 26.91% 20.27% 19.02% ASSET QUALITY INDICATORS: Nonperforming assets: Nonaccruing loans $ 2,802 $ 3,057 $ 3,520 Accruing loans past due 90 days or more 1,802 -- 1,574 -------- --------- --------- Total nonperforming loans 4,604 3,057 5,094 Real estate owned -- -- 107 -------- --------- --------- Total nonperforming assets $ 4,604 $ 3,057 $ 5,201 ======== ========= ========= Ratio of nonperforming loans to total loans 1.28% 0.86% 1.36% ======== ========= ========= Ratio of nonperforming loans to total assets 0.60 0.42 0.65 ======== ========= ========= Ratio of nonperforming assets to total assets 0.60 0.42 0.67 ======== ========= ========= Ratio of allowance for loan losses to total gross loans 1.45 2.23 2.22 ======== ========= ========= Ratio of allowance for loan losses to nonperforming loans 112.55 260.61 163.90 ======== ========= =========
At or for the three months ended September 30, June 30, September 30, 2006 2006 2005 ---------------- --------------- ---------------- PERFORMANCE RATIOS: Return on average assets (1) 0.56% 0.18% 0.61% Return on average equity (1) 6.29 2.09 8.29 Net interest margin (1) (2) 2.21 2.21 1.82 OTHER: Book value per share $ 8.37 (3) (3) Employees (full-time equivalents) 148 139 129
For the nine months ended September 30, September 30, 2006 2005 ------------------ ----------------- PERFORMANCE RATIOS: Return on average assets 0.29% 0.62% Return on average equity 3.38 9.15 Net interest margin (1) (2) 2.21 2.15
(1) Annualized (2) Computed on a fully tax equivalent basis (3) Not applicable (4) Represents capital ratios at Fox Chase Bank -----END PRIVACY-ENHANCED MESSAGE-----