8-K

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): April 29, 2010

FOX CHASE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

United States	1-32971	33-1145559
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 CFR240.14d-2(b))

[ ]         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On April 29, 2010, Fox Chase Bancorp, Inc. (the “Company”), the holding company for Fox Chase Bank, issued a press release announcing its financial results for the three months ended March 31, 2010.  For more information, reference is made to the Company’s press release dated April 29, 2010, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.

Item 9.01Financial Statements and Exhibits.

               (d) Exhibits Number   99.1  Description   Press Release dated April 29, 2010

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:  April 29, 2010	By:	/s/ Roger S. Deacon
		Roger S. Deacon
		Executive Vice President and   Chief Financial Officer

EX-99.1

For Immediate Release

Date:                      April 29, 2010

Contact:                 Roger S. Deacon

Chief Financial Officer

Phone:                    (215) 775-1435

FOX CHASE BANCORP, INC. ANNOUNCES EARNINGS

FOR THE THREE MONTHS ENDED MARCH 31, 2010

HATBORO, PA, April 29, 2010 – Fox Chase Bancorp, Inc. (the “Company”) (NASDAQ GM: FXCB), the holding company for Fox Chase Bank (the “Bank”), today announced net income of $551,000 for the three months ended March 31, 2010, compared to net income of $601,000 for the three months ended March 31, 2009, a decrease of 8.3%.

Highlights for the quarter included:

·   Net interest income increased $636,000, or 11.0%, to $6.4 million for the three months ended March 31, 2010, compared to $5.8 million for the three months ended March 31, 2009;

·   Provision for loan losses was $891,000 for the three months ended March 31, 2010, compared to $395,000 for the three months ended March 31, 2009;

·   Noninterest expense increased $229,000, or 4.6%, to $5.2 million for the three months ended March 31, 2010, compared to $5.0 million for the three months ended March 31, 2009, primarily due to a $131,000 increase in FDIC insurance premium expense and a $133,000 increase in salaries, benefits and other compensation primarily as a result of the hiring of a middle market team of lenders in June 2009; and

·   Total assets were $1.16 billion at March 31, 2010, a decrease of  $17.4 million, or 1.5% from $1.17 billion at December 31, 2009.

Credit related items as of and for the quarter ended March 31, 2010 include:

·   Allowance for loan losses increased to $10.7 million, or 1.63% of total loans compared to $10.6 million, or 1.65% of total loans at December 31, 2009;

·   Allowance for loan losses to nonperforming loans was 37.6% compared to 35.7% at December 31, 2009;

·   Loan charge-offs totaled $775,000; of which $675,000 was related to one construction loan;

·   Nonperforming assets were $33.6 million or 2.91% of total assets compared to $33.7 million, or 2.87% of total assets, at December 31, 2009;

·   Nonperforming assets were comprised of the following asset classes at March 31, 2010 and December 31, 2009, respectively:

▪    construction loans for residential projects – decreased to $13.0 million from $15.7 million;

▪    commercial real estate loans – increased to $6.1 million from $5.3 million;

▪    commercial and industrial loans – increased to $568,000 from $250,000;

▪    one-to-four family residential and home equity loans – increased to $8.9 million from $8.4 million; and

▪    assets acquired through foreclosure – increased to $5.1 million from $4.1 million;

·   Specific reserves related to nonperforming loans totaled $4.0 million as compared to $4.3 million at December 31, 2009;

·   Delinquent loans 30 to 90 days totaled $1.1 million compared to $3.6 million at December 31, 2009.

Commenting on the first quarter 2010 performance, Thomas M. Petro, President and Chief Executive Officer of Fox Chase Bancorp said, “First quarter earnings were impacted by high credit costs although we experienced a leveling off of non-performing assets during the period.  Some of our customers continue to struggle in this economy even though selected indicators point toward economic recovery. While it is difficult to determine whether the business cycle has hit bottom, we believe we are entering a time of great opportunity for well-capitalized banks with strong balance sheets and focused strategic plans.   Accordingly, on March 10, 2010, we announced the Company’s adoption of a Plan of Conversion and Reorganization, including undertaking a “second step” stock offering .  The conversion and reorganization will provide us with additional capital and balance sheet capacity to execute our business plan, grow market share and drive earnings growth as the economy recovers.”

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 t o 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

 (Dollars in Thousands, Except Per Share Data)

	Three Months Ended
	March 31,
	2010		2009
	(Unaudited)
INTEREST INCOME
Interest and fees on loans	$	8,782	$	8,377
Interest on money market funds		--		38
Interest on mortgage related securities available-for-sale		3,612		3,255
Interest on investment securities available-for-sale
Taxable		77		124
Nontaxable		89		143
Dividend income		--		1
Other interest income		99		1
Total Interest Income		12,659		11,939
INTEREST EXPENSE
Deposits		4,578		4,379
Federal Home Loan Bank advances		1,217		1,330
Other borrowed funds		427		429
Total Interest Expense		6,222		6,138
Net Interest Income		6,437		5,801
Provision for loan losses		891		395
Net Interest Income after Provision for Loan Losses		5,546		5,406
NONINTEREST INCOME
Service charges and other fee income		253		170
Net gain on sale of loans		--		3
Income on bank-owned life insurance		115		109
Other		35		65
Total Noninterest Income		403		347
NONINTEREST EXPENSE
Salaries, benefits and other compensation		2,983		2,850
Occupancy expense		499		495
Furniture and equipment expense		143		221
Data processing costs		369		385
Professional fees		262		266
Marketing expense		71		84
FDIC premiums		372		241
Other		481		409
Total Noninterest Expense		5,180		4,951
Income Before Income Taxes		769		802
Income tax provision		218		201
Net Income	$	551	$	601
Earnings per share:
Basic	$	0.04	$	0.05
Diluted	$	0.04	$	0.05

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in Thousands, Except Share Data)

	March 31,			December 31,
	2010			2009
	(unaudited)
ASSETS
Cash and due from banks	$	69		$	44
Interest-earning demand deposits in other banks		51,109			65,374
Total cash and cash equivalents		51,178			65,418
Investment securities available-for-sale		18,961			19,548
Mortgage related securities available-for-sale		378,203			402,919
Loans, net of allowance for loan losses of $10,721
at March 31, 2010 and $10,605 at December 31, 2009		645,093			631,296
Assets acquired through foreclosure		5,076			4,052
Federal Home Loan Bank stock, at cost		10,435			10,435
Bank-owned life insurance		12,782			12,667
Premises and equipment		10,996			11,137
Real estate held for investment		1,730			1,730
Accrued interest receivable		4,470			4,467
Mortgage servicing rights, net		652			683
Deferred tax asset, net		1,222			1,467
Other assets		15,625			7,999
Total Assets	$	1,156,423		$	1,173,818
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits	$	846,159		$	858,277
Federal Home Loan Bank advances		126,088			137,165
Other borrowed funds		50,000			50,000
Advances from borrowers for taxes and insurance		2,062			2,119
Accrued interest payable		637			696
Accrued expenses and other liabilities		6,238			1,927
Total Liabilities		1,031,184			1,050,184
STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value; 1,000,000 shares authorized,
none issued and outstanding at December 31, 2009 and
December 31, 2008)		--			--
Common stock ($.01 par value; 35,000,000 shares authorized,
14,679,750 shares issued and 13,609,187 shares outstanding at
March 31, 2010 and December 31, 2009		147			147
Additional paid-in capital		64,227			64,016
Treasury stock, at cost (1,070,563 shares at March 31, 2010 and
December 31, 2009)		(11,814	)		(11,814	)
Common stock acquired by benefit plans		(6,717	)		(6,862	)
Retained earnings		72,145			71,604
Accumulated other comprehensive income, net		7,251			6,543
Total Stockholders' Equity		125,239			123,634
Total Liabilities and Stockholders' Equity	$	1,156,423		$	1,173,818

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF THE COMPANY (UNAUDITED)

(Dollars in Thousands, Except Per Share Data)

	March 31,			December 31,			March 31,
	2010			2009			2009
CAPITAL RATIOS:
Total Stockholders’ Equity (to Total Assets) (1)		10.83	%		10.53	%		10.92	%
Tier 1 capital (to adjusted assets) (2)		9.37			8.51			8.91
Tier 1 risk–based capital (to risk-weighted assets) (2)		16.12			15.41			16.40
Total risk-based capital (to risk-weighted assets) (2)		17.33			16.57			17.35
ASSET QUALITY INDICATORS:
Nonperforming loans (3)	$	28,523		$	29,680		$	6,535
Assets acquired through foreclosure		5,076			4,052			--
Total nonperforming assets	$	33,599		$	33,732		$	6,535
Ratio of nonperforming loans to total loans		4.35	%		4.62	%		1.05	%
Ratio of nonperforming assets to total assets		2.91			2.87			0.58
Ratio of allowance for loan losses to total loans		1.63			1.65			1.05
Ratio of allowance for loan losses to   nonperforming loans		37.59			35.73			99.62

	At or for the Three Months Ended;
	March 31,			December 31,			March 31,
	2010			2009			2009
PERFORMANCE RATIOS (4):
Return on average assets		0.19	%		(0.82	)%		0.25	%
Return on average assets		1.76			(7.62	)		1.97
Net interest margin		2.26			2.20			2.45
OTHER:
Book value per share	$	9.20		$	9.08		$	8.87
Employees (full-time equivalents)		135			138			137

_____________________________

(1)        Represents stockholders’ equity ratio of Fox Chase Bancorp, Inc.

(2)        Represents capital ratios of Fox Chase Bank

(3)        Includes nonaccruing loans and accruing loans past due 90 days or more

(4)        Annualized