-----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, NzHpNv4TvHYBcqhNU72mGDhuZLbysvtsMSMIFb4yCYkgJh+1esuevILfoHQUW6YM JwXvTun73MX8qE0mwd7UHg== 0000909654-07-000989.txt : 20070508 0000909654-07-000989.hdr.sgml : 20070508 20070508145048 ACCESSION NUMBER: 0000909654-07-000989 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070507 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 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: 07827739 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 foxchase8k08may07.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): May 7, 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 May 7, 2007, 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 March 31, 2007. For more information, reference is made to the Company's press release dated May 7, 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 May 7, 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: May 8, 2007 By: /s/ Jerry D. Holbrook ------------------------------------- Jerry D. Holbrook Executive Vice President and Chief Financial Officer EX-99 2 foxchase8krelease.txt 1 [FOX CHASE BANCORP, INC. LETTERHEAD] NEWS RELEASE FOR IMMEDIATE RELEASE DATE: May 7, 2007 CONTACT: Jerry Holbrook Chief Financial Officer PHONE: (215) 682-4107 FAX: (215) 682-4144 FOX CHASE BANCORP ANNOUNCES EARNINGS FOR THE FIRST QUARTER HATBORO, PA, May 7, 2007 - Fox Chase Bancorp, Inc. (the "Company") (NASDAQ GM: FXCB), the holding company for Fox Chase Bank (the "Bank"), today announced net income of $293,000 for the three months ended March 31, 2007, compared to net income of $268,000 for the three months ended March 31, 2006. Highlights for the quarter included: o The net interest margin improved during the three months ended March 31, 2007 to 2.45% compared to 2.21% during the three months ended March 31, 2006. This increase reflects the Bank's increase in noninterest-bearing demand deposits of $5.9 million at March 31, 2007 when compared to the levels at March 31, 2006. In addition, the Bank had an increase of $33.0 million of higher-yielding commercial, commercial real estate and construction loans during the three months ended March 31, 2007 when compared to the levels of such loans at March 31, 2006. The net interest margin was 2.69% during the three months ended December 31, 2006. The margin for the three months ended December 31, 2006 included substantial recoveries (approximately 0.28%) of interest income on the Bank's largest nonperforming commercial loan when this loan was collected in full in October 2006. 2 o An increase in total loans outstanding of $20.6 million primarily due to a $25.9 million increase in higher yielding commercial, commercial real estate and construction loans outstanding during the three months ended March 31, 2007 over the levels reported at December 31, 2006. o Continued reductions in the levels of nonperforming assets from $3.2 million at the end of 2006 to $158,000 at March 31, 2007. The allowance for loan losses remained unchanged at $2.9 million at March 31, 2007. BALANCE SHEET - ------------- Total assets decreased $14.7 million, or 1.9%, to $742.3 million at March 31, 2007, compared to $757.0 million at December 31, 2006. The reduction in assets was primarily due to an $18.8 million decrease in cash and cash equivalents, which was used to fund the increase of $20.6 million in loans. In addition, mortgage related securities decreased $12.3 million from December 31, 2006 to March 31, 2007 due primarily to principal payments. Investment securities available-for-sale also decreased $3.7 million as the remaining corporate bonds held by the Company matured in the first quarter. Deposits decreased $14.5 million, or 2.4%, from $596.5 at December 31, 2006 to $582.1 million at March 31, 2007 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. ASSET QUALITY - ------------- Nonperforming assets totaled $158,000, or 0.02% of total assets, at March 31, 2007 compared to $3.2 million, or 0.43% of total assets, at December 31, 2006. During the three months ended December 31, 2006, a loan totaling $2.9 million went past its contractual maturity and was included in the accruing loans past due 90 days or more category of nonperforming assets. The Bank extended the maturity on this loan in the first quarter of 2007 and therefore removed it from the total nonperforming assets, accounting for a majority of the $3.1 million decrease in nonperforming assets. This loan remains current on all required payments under the extension agreement and is secured by real estate. Additionally, the property is under an agreement of sale and expected to be sold in 2007. 3 NET INTEREST MARGIN - ------------------- As previously discussed, the Company's net interest margin was 2.45% for the three months ended March 31, 2007 compared to 2.21% for the comparable period in 2006. This improvement was primarily the result of higher loan yields and increased volume in interest- earning demand deposits produced by the proceeds received in the initial public offering. These increases were offset by decreased volume in the taxable securities due to the maturing of corporate bonds in the first quarter of 2007 as well as higher rates paid on deposits due to the higher interest rate environment and competition. NONINTEREST INCOME - ------------------ Noninterest income increased $8,000 between three-month periods ended March 31, 2007 and 2006. Noninterest income was relatively flat because increases in service charges and gains on sales of loans in the three months ended March 31, 2007 offset the previous period gain on sale of assets acquired through foreclosure. NONINTEREST EXPENSE - ------------------- Noninterest expense increased by $271,000, or 6.5%, between the three months ended March 31, 2007 and 2006. The two largest changes period over period were an increase in salaries and benefits and a decrease in Federal Deposit Insurance Corporation insurance premiums, which directly offset each other. Salaries and benefits costs rose $322,000 between three month periods 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 in September 2006 in conjunction with the Bank's conversion to a public entity. Federal Deposit Insurance Corporation premiums decreased $321,000 for the three months March 31, 2007 compared to 2006. The reduction in the levels of premiums was primarily due to the lifting of the Bank's Cease and Desist order on June 28, 2006 and, to a lesser extent, to changes made by the FDIC in the way it assesses financial institutions. The majority of remaining increases in operating expenses were related to the addition of the Marmora, New Jersey branch office and the opening of two loan production offices in Media and Exton, Pennsylvania in the second quarter of 2006. Additionally, marketing costs increased between periods due to additional expenditures to market and promote the Bank's commercial lending and deposit initiatives. 4 INCOME TAXES - ------------ The Company's effective income tax rate was 11.2% and 2.2% for the three-month periods ended March 31, 2007 and 2006, respectively. These rates reflect the Company's levels of tax-exempt income for both periods relative to the overall level of taxable income. Thomas Petro, President and CEO of the Company said, "With the Bank's credit quality problems now largely behind us, our energies are fully directed toward repositioning the Company for profitable growth. We are exerting significant energy to align our people, products and processes to deliver what clients care about most. Our substantial investment last year to recruit nineteen commercial banking, credit and cash management professionals is showing the promise that we expected. Although the local banking market remains highly competitive, we are pleased with the pace and progress of our turnaround." 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 celebrating its 140th year of business. 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. 5
CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED MARCH 31, ---------------------------- 2007 2006 ------------ ------------ (UNAUDITED) INTEREST INCOME Interest and fees on loans $5,548 $5,425 Interest on mortgage related securities 1,818 1,886 Interest on investment securities available-for-sale: Taxable 453 910 Nontaxable 245 206 Dividend income 66 193 Other interest income 1,457 263 ------------ ------------ TOTAL INTEREST INCOME 9,587 8,883 ------------ ------------ INTEREST EXPENSE Deposits 4,870 4,485 Federal Home Loan Bank advances 366 366 ------------ ------------ TOTAL INTEREST EXPENSE 5,236 4,851 ------------ ------------ NET INTEREST INCOME 4,351 4,032 Provision for loan losses -- -- ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,351 4,032 ------------ ------------ NONINTEREST INCOME Service charges and other fee income 216 194 Net gain (loss) on sale of: Loans 57 (12) Assets acquired through foreclosure -- 85 Securities -- (17) Income on bank-owned life insurance 107 104 Other 56 74 ------------ ------------ TOTAL NONINTEREST INCOME 436 428 ------------ ------------ NONINTEREST EXPENSE Salaries, benefits and other compensation 2,417 2,095 Occupancy expense 381 349 Furniture and equipment expense 229 184 Data processing costs 373 329 Professional fees 492 480 Marketing expense 121 82 FDIC premiums 20 341 Other 424 326 ------------ ------------ TOTAL NONINTEREST EXPENSE 4,457 4,186 ------------ ------------ INCOME BEFORE INCOME TAXES 330 274 Income tax provision 37 6 ------------ ------------ NET INCOME $ 293 $ 268 ============ ============ Earnings per share (1): Basic $ 0.02 $ -- Diluted $ 0.02 $ --
(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 three months ended March 31, 2006 is not applicable. 6
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) MARCH 31, DECEMBER 31, 2007 2006 ------------ ------------ (UNAUDITED) ASSETS Cash and due from banks $ 2,724 $ 3,295 Interest-earning demand deposits in other banks 112,931 131,146 ------------ ------------ Total cash and cash equivalents 115,655 134,441 Investment securities available-for-sale 66,404 70,112 Mortgage related securities available-for-sale 146,021 158,320 Loans held for sale 1,345 1,194 Loans, net of allowance for loan losses of $2,949 at March 31, 2007 and December 31, 2006 376,176 355,617 Federal Home Loan Bank stock, at cost 4,193 4,422 Bank-owned life insurance 11,431 11,324 Premises and equipment 14,173 14,287 Accrued interest and dividends receivable 3,187 3,397 Mortgage servicing rights 1,150 1,177 Deferred tax asset, net 795 1,087 Other assets 1,735 1,607 ------------ ------------ TOTAL ASSETS $ 742,265 $ 756,985 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits $ 582,059 $ 596,534 Federal Home Loan Bank advances 30,000 30,000 Advances from borrowers for taxes and insurance 1,748 2,262 Accrued interest payable 280 298 Accrued expenses and other liabilities 1,604 2,246 ------------ ------------ TOTAL LIABILITIES 615,691 631,340 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock ($.01 par value; 1,000,000 shares authorized, none issued and outstanding at March 31, 2007 or December 31, 2006) -- -- Common stock ($.01 par value; 35,000,000 shares authorized, 14,679,750 shares issued and outstanding at March 31, 2007 and December 31, 2006) 147 147 Additional paid-in capital 62,436 62,365 Unearned common stock held by employee stock ownership plan (5,275) (5,371) Retained earnings 69,838 69,545 Accumulated other comprehensive loss, net (572) (1,041) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 126,574 125,645 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 742,265 $ 756,985 ============ ============
7
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF THE COMPANY (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) March 31, December 31, March 31, 2007 2006 2006 ------------ ------------ ---------- CAPITAL RATIOS(1): Tier 1 capital (to adjusted assets) 12.81% 12.49% 8.72% Tier 1 risk-based capital (to risk-weighted assets) 26.22 26.79 18.79 Total risk-based capital (to risk-weighted assets) 27.03 27.62 20.06 ASSET QUALITY INDICATORS: Nonperforming assets: Nonaccruing loans $ 158 $ 284 $3,520 Accruing loans past due 90 days or more -- 2,941 949 ------------ ------------ ---------- Total nonperforming loans 158 3,225 4,469 Real estate owned -- -- -- ------------ ------------ ---------- Total nonperforming assets $ 158 $3,225 $4,469 ============ ============ ========== Ratio of nonperforming loans to total loans 0.04% 0.90% 1.23% ============ ============ ========== Ratio of nonperforming loans to total assets 0.02 0.43 0.59 ============ ============ ========== Ratio of allowance for loan losses to total loans 0.77 0.82 2.29 ============ ============ ==========
At or for the three months ended; March 31, December 31, March 31, 2007 2006 2006 ------------ ------------ ---------- PERFORMANCE RATIOS: Return on average assets (2) 0.16% 1.07% 0.14% Return on average equity (2) 0.94 6.48 1.68 Net interest margin (2) 2.45 2.69 2.21 OTHER: Book value per share $ 8.62 $ 8.56 (3) Employees (full-time equivalents) 143 141 134
- -------------------- (1) Represents capital ratios at Fox Chase Bank (2) Annualized (3) Not applicable -----END PRIVACY-ENHANCED MESSAGE-----