-----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, Kdn+DwF/ZOXJ7r96o6VeFK5EWuB94MhuHfzYc/SZ7lvs2IMRA37lMV5BCZ3siKIc QFTKgsct7Sd4Z1MjJ5+6YQ== 0000909654-07-000359.txt : 20070215 0000909654-07-000359.hdr.sgml : 20070215 20070215150649 ACCESSION NUMBER: 0000909654-07-000359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070213 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 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: 07626979 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 foxchase8k02-07.txt 1 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): February 13, 2007 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)) 2 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. ---------------------------------------------- On February 13, 2007, Fox Chase Bancorp, Inc. (the "Company"), the holding company for Fox Chase Bank, issued a press release announcing (1) its financial results for the quarter and year ended December 31, 2006 and (2) that its annual meeting of stockholders will be held on Tuesday, May 22, 2007 at 9:00 a.m. at The Buck Hotel, 1200 Buck Road, Feasterville, Pennsylvania. For more information, reference is made to the Company's press release dated February 13, 2007, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (d) Exhibits Number Description ------ ----------- 99.1 Press Release dated February 13, 2007 3 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: February 13, 2007 By /s/ Jerry D. Holbrook ----------------------------------- Jerry D. Holbrook Executive Vice President and Chief Financial Officer EX-99 2 foxchase8krelease02-07.txt 1 FOX CHASE BANCORP, INC. ANNUAL EARNINGS 2006 PAGE 1 [LETTERHEAD OF FOX CHASE BANCORP, INC.] NEWS RELEASE For Immediate Release Date: February 13, 2007 Contact: Jerry Holbrook Chief Financial Officer Phone: (215) 682-4107 Fax: (215) 682-4144 FOX CHASE BANCORP ANNOUNCES EARNINGS FOR THE FOURTH QUARTER AND YEAR ANNOUNCES ANNUAL MEETING DATE HATBORO, PA, February 13, 2007 - Fox Chase Bancorp, Inc. (the "Company") (NASDAQ GM: FXCB), the holding company for Fox Chase Bank (the "Bank"), today announced net income of $3.6 million for the year ended December 31, 2006, compared to net income of $6.0 million for the year ended December 31, 2005. The Company reported earnings for the three months ended December 31, 2006 and 2005 of $2.0 million. Highlights for the year included: o A 38% reduction in the levels of nonperforming assets from $5.2 million at the end of 2005 to $3.2 million at the end of 2006. These reductions resulted in a credit to the provision for loan losses of $5.4 million, which reduced the allowance for loan losses to $2.9 million at December 31, 2006 compared to $8.3 million at December 31, 2005. 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. o A $1.5 million pre-tax charitable contribution expense in connection with the establishment and funding of the Fox Chase Bank Charitable Foundation as part of the Bank's reorganization. 2 FOX CHASE BANCORP, INC. ANNUAL EARNINGS 2006 PAGE 2 BALANCE SHEET - ------------- Total assets decreased $24.9 million, or 3.2%, to $756.4 million at December 31, 2006, compared to $781.3 million at December 31, 2005. The reduction in assets was primarily due to a $101.1 million, or 30.7%, decrease in investment and mortgage related securities and a $10.8 million, or 2.9%, decrease in total loans, offset by an increase of $88.8 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. 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 maturity of securities and the sale of loans. Loans decreased due to: (1) a decrease in construction loans, as management continued to reduce the portfolio of acquisition, development and construction loans originated by former management in the southern New Jersey shore area; (2) the sale of $24.9 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. Deposits decreased $85.8 million, or 12.6%, to $596.5 million at December 31, 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 $62.1 million to $125.6 million at December 31, 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 for $10 per share representing 43.6% of the total outstanding shares of the Company. In addition, $150,000 in cash 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. 3 FOX CHASE BANCORP, INC. ANNUAL EARNINGS 2006 PAGE 3 ASSET QUALITY - ------------- Nonperforming assets totaled $3.2 million, or 0.43% of total assets, at December 31, 2006 compared to $5.2 million, or 0.65% of total assets, at December 31, 2005. The $2.0 million reduction during the year ended December 31, 2006 was primarily the result of workout strategies the Bank established to collect on such loans within a reasonable timeframe. In October 2006, the Bank collected one of its larger nonperforming loans, a commercial real estate loan totaling $2.5 million. During the three months ended December 31, 2006, a loan totaling $2.9 million went past its contractual maturity and is now included in the accruing loans past due 90 days or more category of nonperforming assets. This loan is well secured and has continued to keep its interest payments current, but the borrowers have not been able to repay the loan principal. The Bank credited the provision for loan losses $2.2 million for the three months ended December 31, 2006 compared to $4.0 million for the comparable three-month period in 2005. The Bank credited the provision for loan losses $5.4 million for the twelve months ended December 31, 2006 compared to a credit of $6.0 million for the comparable period in 2005. The allowance for loan losses totaled $2.9 million at December 31, 2006, compared to $8.3 million at December 31, 2005. The credit to the provision of $2.2 million in the fourth quarter of 2006 was primarily due to: (1) a decrease in criticized and classified assets from $13.2 million at September 30, 2006 to $9.0 million at December 31, 2006 due to the collection on one of the Bank's most significant nonperforming loans totaling $2.5 million; 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 December 31, 2006 was 0.82% of total loans outstanding compared to 2.22% at December 31, 2005. 4 FOX CHASE BANCORP, INC. ANNUAL EARNINGS 2006 PAGE 4 NET INTEREST MARGIN - ------------------- The Company's net interest margin was 2.69% for the three months ended December 31, 2006 compared to 1.98% for the comparable period in 2005. The net interest margin was 2.33% for the twelve months ended December 31, 2006 compared to 2.05% for the same period in 2005. This improvement was primarily the result of higher yields on mortgage related and investment securities due to maturing and paying down of certain lower-yielding securities offset by higher rates paid on deposits due to the higher interest rate environment and competition. Additionally, the Bank recorded a significant level of past due interest income from a nonperforming loan that paid off in October 2006. The Company has instituted pricing disciplines for loans and deposits to continue improving future levels of net interest income. NONINTEREST INCOME - ------------------ Noninterest income increased $924,000 and $859,000 between three- and twelve-month periods ended December 31, 2006 and 2005, respectively. The 2006 income levels were higher primarily due to the recording of $964,000 of losses on certain investment securities in the fourth quarter of 2005. Gains on sales of loans were lower by $81,000 and $368,000 in the three- and twelve-month periods ended 2006 when compared with the levels in 2005. During 2006, the Bank sold approximately $24.9 million of loans compared to $83.3 million in 2005. NONINTEREST EXPENSE - ------------------- Noninterest expense increased by $1.2 million, or 28.7%, and $4.7 million, or 30.6%, during the three and twelve months ended December 31, 2006, respectively. Salaries and benefit costs rose $593,000 between three month periods and $1.8 million between years due to the hiring of a team of experienced commercial lenders and commercial credit staff in the spring of 2006 and the adoption of an Employee Stock Ownership Plan (the "ESOP") in September 2006 in conjunction with the Bank's conversion to a public entity. ESOP expense reflected the recognition of $512,000 in connection with the initial release of shares for allocation to employees at December 31, 2006. Professional fees increased by $356,000 between three month periods and $726,000 between years due to the hiring of consulting firms to assist with the implementation of internal policies and procedures related to the Sarbanes-Oxley Act as well as fees related to various strategic considerations the Company is reviewing. The remainder of the increase in noninterest expense for the year was attributable to the $1.5 million contribution to the Fox Chase Bank Charitable Foundation offset by a $279,000 reduction in the levels of Federal Deposit Insurance Corporation premiums. The reduction in the levels of premiums was due to the lifting of the Bank's Cease and Desist order on June 28, 2006. 5 FOX CHASE BANCORP, INC. ANNUAL EARNINGS 2006 PAGE 5 INCOME TAXES - ------------ The Company's effective income tax rate fell to approximately 16.9% and 15.8% for the three- and twelve-month periods ended December 31, 2006. This was primarily due to the Company reversing a valuation allowance of $312,000 it had established in prior periods for possible non-realizable deferred tax asset benefits associated with certain capital loss carryforwards. The Bank entered into an agreement to sell one of its office facilities in the fourth quarter of 2006 that is projected to result in sufficient capital gain income to utilize such capital loss carryforwards. The Company also announced that its annual meeting of stockholders will be held at The Buck Hotel, 1200 Buck Road, Feasterville, Pennsylvania on Tuesday, May 22, 2007 at 9:00 a.m. Mr. Thomas Petro, President and CEO of the Company said, "During 2006, we changed the strategic focus and culture of the Company, collected a significant amount of problem assets, developed new products for small business customers and began the turnaround of Fox Chase Bank. It was an exciting year and the Company is poised to now profit from these initiatives. The completion of the initial public offering of stock increased our level of capital and provides us with additional flexibility to meet the needs of our customers and will allow us to grow. In 2007, Fox Chase Bank will celebrate its 140th anniversary as a leading provider of banking services to individuals and small businesses in the greater Philadelphia area. Our managers and directors want to thank each of the dedicated employees who have worked to accomplish so much in 2006 and to thank our new stockholders for their continued support." 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. 6 FOX CHASE BANCORP, INC. ANNUAL EARNINGS 2006 PAGE 6 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. 7 CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (Dollars in Thousands, Except Per Share Data)
Three Months Ended Year Ended December 31, December 31, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ INTEREST INCOME Interest and fees on loans $ 5,826 $ 5,560 $ 21,742 $ 25,722 Interest on mortgage related securities 1,954 1,397 8,035 5,641 Interest on investments securities AFS: Taxable 610 766 3,523 3,061 Nontaxable 245 186 934 754 Dividend income 58 229 370 874 Other income 1,488 691 2,573 1,549 ------------ ------------ ------------ ------------ Total Interest Income 10,181 8,829 37,177 37,601 ------------ ------------ ------------ ------------ INTEREST EXPENSE Deposits 4,946 4,695 18,974 19,212 Federal Home Loan Bank advances 375 374 1,485 1,485 ------------ ------------ ------------ ------------ Total Interest Expense 5,321 5,069 20,459 20,697 ------------ ------------ ------------ ------------ Net Interest Income 4,860 3,760 16,718 16,904 ------------ ------------ ------------ ------------ Provision (credit) for loan losses (2,233) (4,000) (5,394) (6,025) ------------ ------------ ------------ ------------ Net Interest Income after Provision (Credit) for Loan Losses 7,093 7,760 22,112 22,929 ------------ ------------ ------------ ------------ NONINTEREST INCOME Service charges and other fee income 386 192 1,037 775 Gain (loss) on sale of: Available-for-sale investments - - - - Mortgage related securities - 108 - 108 Loans 95 176 199 567 Assets acquired through foreclosure - - 85 6 Fixed assets (53) (20) (59) (161) Securities (losses) and impairment (losses), net - (964) (17) (917) Income on bank-owned life insurance 109 106 427 448 Other 84 99 401 388 ------------ ------------ ------------ ------------ Total Noninterest Income 621 (303) 2,073 1,214 ------------ ------------ ------------ ------------ NONINTEREST EXPENSE Salaries, benefits and other compensation 2,659 2,066 9,194 7,442 Occupancy 399 454 1,567 1,740 Furniture and equipment 412 153 1,048 814 Data processing costs 423 371 1,514 1,452 Professional fees 760 404 1,853 1,127 Marketing 181 75 621 373 FDIC premiums 71 350 796 765 Contribution to charitable foundation - - 1,500 - Other 384 238 1,774 1,495 ------------ ------------ ------------ ------------ Total Noninterest Expense 5,289 4,111 19,867 15,208 ------------ ------------ ------------ ------------ Income before Income Taxes 2,425 3,346 4,318 8,935 Income tax provision 410 1,373 684 2,975 ------------ ------------ ------------ ------------ Net Income $ 2,015 $ 1,973 $ 3,634 $ 5,960 ============ ============ ============ ============ Earnings per share (1) : Basic $ 0.14 - $ 0.14 - Diluted 0.14 - 0.14 -
(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 information for the year ended December 31, 2006 is only for the period September 29, 2006 through December 31, 2006. 8 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (Dollars in Thousands, Except Per Share Data)
December 31, 2006 2005 ------------- ------------- ASSETS Cash and due from banks $ 3,295 $ 3,761 Interest-earning deposits in other banks 131,146 42,325 Interest-earning time deposits in other banks - 600 Investment securities available-for-sale 70,112 141,783 Mortgage related securities available-for-sale 158,320 187,721 Loans held for sale 1,194 357 Loans, net of allowance for loan loss of $2,949 and $8,349 at December 31, 2006 and 2005 355,617 366,393 Federal Home Loan Bank stock, at cost 4,422 4,146 Assets acquired through foreclosure - 107 Bank-owned life insurance 11,324 10,897 Premises and equipment 14,287 14,153 Accrued interest and dividends receivable 3,397 3,301 Mortgage servicing rights 1,177 1,168 Deferred tax asset, net 1,128 2,811 Other assets 974 1,768 ------------- ------------- Total Assets $ 756,393 $ 781,291 ============= ============= LIABILITIES Deposits $ 596,534 $ 682,307 Federal Home Loan Bank advances 30,000 30,000 Advances from borrowers for taxes and insurance 2,262 2,503 Accrued interest payable 298 268 Accrued expenses and other liabilities 1,654 2,692 ------------- ------------- Total Liabilities 630,748 717,770 ------------- ------------- 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 62,365 - Unearned common stock held by employee stock ownership plan (5,371) - Retained earnings 69,544 65,911 Accumulated other comprehensive loss (1,040) (2,390) ------------- ------------- Total Stockholders' Equity 125,645 63,521 ------------- ------------- Total Liabilities and Stockholders' Equity $ 756,393 $ 781,291 ============= =============
9 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF THE COMPANY (UNAUDITED) (Dollars in Thousands, Except Per Share Data)
December 31, September 30, December 31, 2006 2006 2005 ------------- ------------- ------------- CAPITAL RATIOS(3): Tier 1 capital (to adjusted assets) 12.49% 11.99% 8.40% Tier 1 risk -based capital (to risk-weighted assets) 26.79 26.06 17.76 Total risked-based capital (to risk-weighted assets) 27.62 26.91 19.02 ASSET QUALITY INDICATORS: Nonperforming assets: Nonaccruing loans $ 284 $ 2,802 $ 3,520 Accruing loans past due 90 days or more 2,941 1,802 1,574 ------------- ------------- ------------- Total nonperforming loans 3,225 4,604 5,094 Real estate owned - - 107 ------------- ------------- ------------- Total nonperforming assets $ 3,225 $ 4,604 $ 5,201 ============= ============= ============= Ratio of nonperforming loans to total loans 0.90% 1.28% 1.36% ============= ============= ============= Ratio of nonperforming loans to total assets 0.43 0.60 0.65 ============= ============= ============= Ratio of allowance for loan losses to total loans 0.82 1.45 2.22 ============= ============= ============= Ratio of allowance for loan losses to nonperforming loans 91.44 112.55 163.90 ============= ============= =============
At or for the three months ended December 31, September 30, December 31, 2006 2006 2005 ---------------- --------------- ---------------- PERFORMANCE RATIOS: Return on average assets (1) 1.07% 0.56% 1.00% Return on average equity (1) 6.48 6.29 12.66 Net interest margin (1) 2.69 2.21 1.98 OTHER: Book value per share $ 8.56 $ 8.37 (2) Employees (full-time equivalents) 141 148 129
For the twelve months ended December 31, December 31, 2006 2005 ------------------ ----------------- PERFORMANCE RATIOS: Return on average assets 0.49% 0.71% Return on average equity 4.59 9.50 Net interest margin 2.33 2.05
(1) Annualized (2) Not applicable (3) Represents capital ratios at Fox Chase Bank ### -----END PRIVACY-ENHANCED MESSAGE-----