-----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, NvU7odu/dA0P7XWiPKMC+yUsgwEC3E2tPFx7Qz42ui/klctE5PdGoXQrv4Ov11F2 ihfnOLuuEq6HBAoEwrnHFg== 0000909654-08-000860.txt : 20080502 0000909654-08-000860.hdr.sgml : 20080502 20080502115251 ACCESSION NUMBER: 0000909654-08-000860 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080502 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: 08797484 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 foxchase8kmay1-08.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): May 1, 2008 ----------- 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 May 1, 2008, 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 ended March 31, 2008 and (2) that between July 1, 2008 and the release of earnings for the second quarter of 2008, the Company will continue with its previously announced stock repurchase plan for up to 327,000 shares, or 5% of the Company's outstanding common stock held by persons other than Fox Chase MHC, solely through a Rule 10b5-1 repurchase plan. For more information, reference is made to the Company's press release dated May 1, 2008, 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 1, 2008 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 1, 2008 By /s/ Roger S. Deacon -------------------------------------------- Roger S. Deacon Executive Vice President and Chief Financial Officer EX-99.1 2 foxchase8kmay1-08ex99.txt FOX CHASE BANCORP, INC. 1ST QUARTER EARNINGS 2008 PAGE 1 [FOX CHASE BANCORP, INC. LOGO] FOR IMMEDIATE RELEASE DATE: May 1, 2008 CONTACT: Roger Deacon Chief Financial Officer PHONE: (215) 682-4116 FOX CHASE BANCORP ANNOUNCES EARNINGS FOR FIRST QUARTER 2008 (ANNOUNCES APPROVAL OF 10b5-1 REPURCHASE PLAN) HATBORO, PA, MAY 1, 2008 - Fox Chase Bancorp, Inc. (the "Company") (NASDAQ GM: FXCB), the holding company for Fox Chase Bank (the "Bank"), today announced net income of $345,000 for the three months ended March 31, 2008, compared to net income of $293,000 for the three months ended March 31, 2007, an increase of 17.7%. Highlights for the quarter included: o Net interest income increased $584,000, or 13.4%, to $4.9 million for the three months ended March 31, 2008, compared to $4.4 million for the three months ended March 31, 2007; o Loans receivable totaled $458.5 million at March 31, 2008, representing an $82.3 million, or 21.9%, increase from March 31, 2007 and an $11.4 million, or 2.6%, increase since December 31, 2007; o Establishment of a regional lending group at the Bank's location in Ocean City, New Jersey. Thomas M. Petro, President and CEO stated, "We achieved positive quarterly results and were able to continue to implement our commercial business banking strategy despite the current environment where financial institutions are under earnings pressures related to interest rates and credit quality. We also continued to improve our operational efficiencies during the quarter, which will allow us to continue to grow without significant additional expenditures. Like other banks, we continue to manage through net interest margin compression, diminished consumer lending demand and declining economic conditions, but we believe our focus on delivering a comprehensive mix of business relationship products to small and medium size businesses will improve our long-term financial performance." FOX CHASE BANCORP, INC. 1ST QUARTER EARNINGS 2008 PAGE 2 Total assets increased $52.5 million, or 6.5%, to $865.4 million at March 31, 2008, compared to $812.9 million at December 31, 2007. Loans increased $11.4 million from December 31, 2007 to March 31, 2008. Approximately $10.4 million of this increase was in commercial, commercial real estate and construction loans as we continue our strategic initiative to increase our commercial loan portfolio. Mortgage related securities increased $59.0 million due to a leverage strategy implemented during the first quarter of 2008. Investment securities available-for-sale decreased $70.2 million primarily due to the Bank liquidating $60.0 million in short-term auction rate bonds and municipal securities during the first quarter of 2008, and reinvesting such funds in short-term money market accounts, which increased by $50.7 million during the quarter. Deposits increased $12.4 million, or 2.1%, from $585.6 at December 31, 2007 to $598.0 million at March 31, 2008 as the Bank began marketing initiatives to increase core deposits. Federal Home Loan Bank advances increased $39.4 million, or 49.2%, to fund the leverage strategy mentioned above. Nonperforming assets totaled $774,000, or 0.09% of total assets, at March 31, 2008 compared to $819,000, or 0.10% of total assets, at December 31, 2007. The Company recorded provisions for loan losses of $175,000 and $0 for the three months ended March 31, 2008 and March 31, 2007, respectively. The increase in the provision reflected loan growth, primarily in the commercial categories discussed previously. The allowance for loan losses at March 31, 2008 was 0.77% of total loans outstanding compared to 0.75% of total loans at December 31, 2007. As previously mentioned, the Company's net interest income increased by $584,000 to $4.9 million for the three months ended March 31, 2008 from $4.4 million for the comparable period in 2007. The increase in net interest income was primarily due to the previously mentioned 21.9% increase in loans. The Company's net interest margin was 2.39% for the three months ended March 31, 2008, compared to 2.45% for the comparable period in 2007 and 2.74% for the three months ended December 31, 2007. The decrease from December 31, 2007 was primarily the result of a 3% decline in the federal funds rate since September 2007 and, to a lesser extent, the Bank's implementation of leverage strategies during the fourth quarter of 2007 and first quarter of 2008 to deploy capital and take advantage of a steepening yield curve. FOX CHASE BANCORP, INC. 1ST QUARTER EARNINGS 2008 PAGE 3 Noninterest expense increased by $265,000, or 5.9%, between the three months ended March 31, 2008 and 2007. Salaries and benefits costs rose $381,000 between three-month periods primarily due to $208,000 of expense associated with the awards granted under the Company's 2007 Equity Incentive Plan, costs associated with the opening of the Bank's West Chester, Pennsylvania branch in October 2007 and annual merit increases. These increases were offset by a decrease in professional fees of $161,000. Legal fees in the first quarter of 2007 were higher due to litigation related matters. The Company also had a decrease of $81,000 between years largely due to lower levels of compliance costs. During the three months ended March 31, 2008, the Company repurchased 31,200 shares of common stock in conjunction with its previously announced stock repurchase plan, which provides for the repurchase of up to 327,000 shares, or 5% of the Company's outstanding common stock held by persons other than Fox Chase MHC. The Company also today announced that, between July 1, 2008 and the release of earnings for the second quarter of 2008, the previously announced stock repurchase plan will be conducted solely through a Rule 10b5-1 repurchase plan. Purchases will be based upon the parameters of the Rule 10b5-1 repurchase plan. The Rule 10b5-1 repurchase plan allows the Company to repurchase its shares during periods when it would normally not be active in the market due to its internal trading blackout period. 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.
FOX CHASE BANCORP, INC. 1ST QUARTER EARNINGS 2008 PAGE 4 CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED MARCH 31, ---------------------------- 2008 2007 --------- ----------- (UNAUDITED) INTEREST INCOME Interest and fees on loans $ 7,128 $ 5,548 Interest on money market funds 275 -- Interest on mortgage related securities 2,904 1,818 Interest on investment securities available-for-sale: Taxable 651 453 Nontaxable 168 245 Dividend income 58 66 Other interest income 70 1,457 ---------- ---------- TOTAL INTEREST INCOME 11,254 9,587 ---------- ---------- INTEREST EXPENSE Deposits 5,107 4,870 Federal Home Loan Bank advances 1,030 366 Other borrowed funds 182 -- ---------- ---------- TOTAL INTEREST EXPENSE 6,319 5,236 ---------- ---------- NET INTEREST INCOME 4,935 4,351 Provision for loan losses 175 -- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,760 4,351 ---------- ---------- NONINTEREST INCOME Service charges and other fee income 191 216 Net gain on sale of: Securities available-for-sale 70 -- Loans 3 57 Income on bank-owned life insurance 111 107 Other 18 56 ---------- ---------- TOTAL NONINTEREST INCOME 393 436 ---------- ---------- NONINTEREST EXPENSE Salaries, benefits and other compensation 2,798 2,417 Occupancy expense 486 399 Furniture and equipment expense 216 232 Data processing costs 393 373 Professional fees 313 474 Marketing expense 95 121 FDIC premiums 30 20 Other 391 421 ---------- ---------- TOTAL NONINTEREST EXPENSE 4,722 4,457 ---------- ---------- INCOME BEFORE INCOME TAXES 431 330 Income tax provision 86 37 ---------- ---------- NET INCOME $ 345 $ 293 ========== ========== Earnings per share: Basic $ 0.03 $ 0.02 Diluted $ 0.03 $ 0.02 FOX CHASE BANCORP, INC. 1ST QUARTER EARNINGS 2008 PAGE 5 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) MARCH 31, DECEMBER 31, 2008 2007 ------------ ------------- (UNAUDITED) ASSETS Cash and due from banks $ 2,692 $ 3,307 Interest-earning demand deposits in other banks 8,990 7,968 Money market funds 70,687 20,000 ---------- ---------- Total cash and cash equivalents 82,369 31,275 Investment securities available-for-sale 20,920 91,159 Mortgage related securities available-for-sale 264,156 205,145 Loans, net of allowance for loan losses of $3,540 at March 31, 2008 and $3,376 at December 31, 2007 458,464 447,035 Federal Home Loan Bank stock, at cost 7,621 5,875 Bank-owned life insurance 11,873 11,762 Premises and equipment 14,253 14,466 Accrued interest receivable 3,428 3,360 Mortgage servicing rights 1,032 1,066 Deferred tax asset, net 120 410 Other assets 1,181 1,366 ---------- ---------- TOTAL ASSETS $ 865,417 $ 812,919 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits $ 597,982 $ 585,560 Federal Home Loan Bank advances 119,368 80,000 Other borrowed funds 20,000 20,000 Advances from borrowers for taxes and insurance 2,077 2,374 Accrued interest payable 579 504 Accrued expenses and other liabilities 1,999 2,110 ---------- ---------- TOTAL LIABILITIES 742,005 690,548 ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock ($.01 par value; 1,000,000 shares authorized, none issued and outstanding at March 31, 2008 or December 31, 2007) -- -- Common stock ($.01 par value; 35,000,000 shares authorized, 14,679,750 shares issued; 14,321,550 and 14,352,750 shares outstanding at March 31, 2008 and December 31, 2007, respectively) 147 147 Additional paid-in capital 63,154 62,909 Treasury stock (at cost, 358,200 and 327,000 shares at March 31, 2008 and December 31, 2007, respectively) (4,276) (3,924) Common stock acquired by benefit plans (8,636) (8,732) Retained earnings 71,820 71,475 Accumulated other comprehensive income, net 1,203 496 ---------- ---------- TOTAL STOCKHOLDERS' EQUITY 123,412 122,371 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 865,417 $ 812,919 ========== ========== FOX CHASE BANCORP, INC. 1ST QUARTER EARNINGS 2008 PAGE 6 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF THE COMPANY (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) March 31, December 31, March 31, 2008 2007 2007 ------------- ------------ ------------ CAPITAL RATIOS(1): Tier 1 capital (to adjusted assets) 11.39% 12.03% 12.81% Tier 1 risk -based capital (to risk-weighted assets) 21.75 21.78 26.22 Total risk-based capital (to risk-weighted assets) 22.53 22.54 27.03 ASSET QUALITY INDICATORS: Nonperforming loans(2) $ 774 $ 819 $ 158 Real estate owned -- -- -- ------- ------- ------- Total nonperforming assets $ 774 $ 819 $ 158 ======= ======= ======= Ratio of nonperforming loans to total loans 0.17% 0.18% 0.04% ======= ======= ======= Ratio of nonperforming loans to total assets 0.09 0.10 0.02 ======= ======= ======= Ratio of allowance for loan losses to total loans 0.77 0.75 0.77 ======= ======= ======= At or for the Three Months Ended; March 31, December 31, March 31, 2008 2007 2007 ---------------- --------------- ---------------- PERFORMANCE RATIOS (3): Return on average assets 0.16% 0.17% 0.16% Return on average equity 1.12 1.06 0.94 Net interest margin 2.39 2.74 2.45 OTHER: Book value per share $ 8.62 $ 8.53 $ 8.62 Employees (full-time equivalents) 140 141 143
(1) Represents capital ratios of Fox Chase Bank (2) Includes nonaccruing loans and accruing loans past due 90 days or more (3) Annualized -----END PRIVACY-ENHANCED MESSAGE-----