8-K

UNITED STATES

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 24, 2013

FOX CHASE BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (State or other jurisdiction of incorporation or organization) 000-54025 (Commission File Number) 35-2379633 (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 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 2.02Results of Operations and Financial Condition.

On April 24, 2013, 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, 2013.  The Company also announced a quarterly cash dividend payment of $0.06 per outstanding share of common stock payable on May 23, 2013 to stockholders of record as of May 9, 2013.  For more information, reference is made to the Company’s press release dated April 24, 2013, 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 Description

99.1 Press Release dated April 24, 2013

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 25, 2013	By:	/s/ Roger S. Deacon
		Roger S. Deacon
		Executive Vice President and Chief Financial Officer

EX-99.1

For Immediate Release

Date:                    April 24, 2013

Contact:              Roger S. Deacon

Chief Financial Officer

Phone:                 (215) 775-1435

FOX CHASE BANCORP, INC. ANNOUNCES INCREASED EARNINGS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

 (Declares Dividend of $0.06 Per Share)

HATBORO, PA. April 24, 2013 – Fox Chase Bancorp, Inc. (the “Company”) (NASDAQ GS: FXCB), the holding company for Fox Chase Bank (the “Bank”), today announced net income of $1.8 million, or $0.16 per diluted share, for the three months ended March 31, 2013, compared to net income of $1.2 million, or $0.10 per diluted share, for the three months ended March 31, 2012.

Commenting on the performance for the quarter, Thomas M. Petro, President and Chief Executive Officer said, “We are pleased with our financial performance for the quarter as diluted earnings per share increased by 60% to $0.16 per share and our return on assets increased to 0.68%.  Our business strategy, which is focused on building commercial relationships, continues to generate an increase in commercial loans, which represented 74% of our loan portfolio at March 31, 2013. While economic conditions remain challenging in our markets, we did see improvement in certain asset quality metrics, which resulted in lower credit costs compared to prior quarters.  We continue to remain focused on increasing profitability, building our commercial loan portfolio and reducing nonperforming assets.”

Highlights for the quarter ended March 31, 2013 included:

·   Total assets were $1.09 billion at March 31, 2013 and December 31, 2012.  Total loans were $677.5 million at March 31, 2013, a decrease of $6.4 million, or 0.9%, from $683.9 million at December 31, 2012. Total commercial loans increased $6.7 million, or 1.3%, primarily due to increases of $16.0 million in commercial and industrial loans and $4.5 million in multi-family and commercial real estate loans, partially offset by a decrease of $13.8 million in commercial construction loans. As expected, one- to four-family residential mortgage loans decreased $8.6 million due to normal amortization exceeding new loans originated and consumer loans decreased $4.0 million.  

·   Total stockholders’ equity was $179.4 million at March 31, 2013, a decrease of $2.1 million from $181.5 million at December 31, 2012, primarily due to the repurchase of 101,000 shares of Company common stock at an aggregate cost of $1.7 million.  

·   Return on assets improved to 0.68% for the three months ended March 31, 2013, compared to 0.47% for the three months ended March 31, 2012.  

·   Net interest income decreased $67,000, or 0.8%, to $7.9 million for the three months ended March 31, 2013, compared to $8.0 million for the three months ended March 31, 2012. The net interest margin was 3.07% for the three months ended March 31, 2013 compared to 3.11% for the three months ended December 31, 2012 and 3.23% for the three months ended March 31, 2012.  

·   The efficiency ratio improved to 63.1% for the three months ended March 31, 2013 from 64.7% for the three months ended March 31, 2012;  

·   Total noninterest income increased $360,000 to $1.1 million for the three months ended March 31, 2013 compared to $694,000 for the three months ended March 31, 2012 primarily due to a gain on sale of investment securities of $361,000 in 2013;  

·   Noninterest expense increased $35,000, or 0.6%, to $5.7 million for the three months ended March 31, 2013, compared to $5.6 million for the three months ended March 31, 2012.  Assets acquired through foreclosure expense increased $170,000, of which $196,000 related to an increase in valuation adjustments on assets acquired through foreclosure. Valuation adjustments on assets acquired through foreclosure were $241,000 for the three months ended March 31, 2013 compared to $45,000 for the three months ended March 31, 2012. Salaries, benefits and other compensation increased $166,000, or 5.0%, for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, primarily as a result of increased staffing costs.  These increases were offset by a $181,000 decrease in professional fees primarily due to lower loan work-out expense and a $48,000 decrease in data processing costs related to a renegotiated data processing contract that became effective in January 2013.  

·   Noninterest expense decreased $762,000, or 11.8%, to $5.7 million for the three months ended March 31, 2013, compared to $6.4 million for the three months ended December 31, 2012. Assets acquired through foreclosure expense decreased $743,000, of which $738,000 related to a decrease in valuation adjustments on assets acquired through foreclosure. Valuation adjustments on assets acquired through foreclosure were $241,000 for the three months ended March 31, 2013 compared to $979,000 for the three months ended December 31, 2012. Additionally, professional fees decreased by $91,000 due to lower loan work-out expense and data processing costs decreased by $40,000 due to the renegotiated data processing contract that became effective in January 2013. These decreases were offset by a $115,000, or 3.4% increase, in salaries, benefits and other compensation for the three months ended March 31, 2013 compared to the three months ended December 31, 2012, primarily as a result of seasonal related payroll expense.

Credit related items as of and for the quarter ended March 31, 2013 include:

·   The allowance for loan losses was $11.6 million, or 1.68% of total loans, at March 31, 2013 compared to $11.2 million, or 1.61% of total loans, at December 31, 2012;  

·   The provision for loan losses was $640,000 for the three months ended March 31, 2013, compared to $1.3 million for the three months ended March 31, 2012;  

·   Total credit related costs, which include (i) provision for loan losses, (ii) valuation adjustments on assets acquired through foreclosure, offset by (iii) net (loss) gain on sale of assets acquired through foreclosure, totaled $885,000 for the three months ended March 31, 2013, compared to $1.4 million for the three months ended December 31, 2012 and $1.3 million for the three months ended March 31, 2012.  

·   Net loan charge-offs totaled $207,000 for the three months ended March 31, 2013, compared to $492,000 for the three months ended December 31, 2012 and $2.1 million for the three months ended March 31, 2012.

·   Nonperforming assets totaled $24.3 million, or 2.24% of total assets, at March 31, 2013 compared to $25.6 million, or 2.36% of total assets, at December 31, 2012.

·   Delinquent loans totaled $1.6 million at March 31, 2013 compared to $2.1 million at December 31, 2012.

The Company also announced that its Board of Directors declared a cash dividend of $0.06 per outstanding share of common stock. The dividend will be paid on or about May 23, 2013 to stockholders of record as of the close of business on May 9, 2013.

Fox Chase Bancorp, Inc. will host a conference call to discuss first quarter 2013 results on Thursday, April 25, 2013 at 9:00 am EDT.  The general public can access the call by dialing (888) 317-6016.  A replay of the conference call will be available through June 7, 2013 by dialing (877) 344-7529; use Conference ID: 10027521.

Fox Chase Bancorp, Inc. is a 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 STATEMENTS OF OPERATIONS

 (Dollars in Thousands, Except Per Share Data)

	Three Months Ended
	March 31,
	2013			2012
	(Unaudited)
INTEREST INCOME
Interest and fees on loans	$	8,062		$	8,848
Interest on mortgage related securities		1,738			1,979
Interest on investment securities available-for-sale
Taxable		71			93
Nontaxable		--			19
Other interest income		1			3
Total Interest Income		9,872			10,942
INTEREST EXPENSE
Deposits		1,177			1,771
Short-term borrowings		32			5
Federal Home Loan Bank advances		502			754
Other borrowed funds		248			432
Total Interest Expense		1,959			2,962
Net Interest Income		7,913			7,980
Provision for loan losses		640			1,275
Net Interest Income after Provision for Loan Losses		7,273			6,705
NONINTEREST INCOME
Service charges and other fee income		361			389
Net (loss) gain on sale of assets acquired through foreclosure		(4	)		29
Income on bank-owned life insurance		116			119
Equity in earnings of affiliate		170			115
Net gain on sale of investment securities		361			--
Other		50			42
Total Noninterest Income		1,054			694
NONINTEREST EXPENSE
Salaries, benefits and other compensation		3,505			3,339
Occupancy expense		447			459
Furniture and equipment expense		124			152
Data processing costs		398			446
Professional fees		288			469
Marketing expense		30			46
FDIC premiums		185			181
Assets acquired through foreclosure expense		285			115
Other		413			433
Total Noninterest Expense		5,675			5,640
Income Before Income Taxes		2,652			1,759
Income tax provision		825			572
Net Income	$	1,827		$	1,187
Earnings per share:
Basic	$	0.16		$	0.10
Diluted	$	0.16		$	0.10

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in Thousands, Except Share Data)

	March 31,			December 31,
	2013			2012
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	148		$	162
Interest-earning demand deposits in other banks		5,725			24,928
Total cash and cash equivalents		5,873			25,090
Investment securities available-for-sale		12,542			12,491
Mortgage related securities available-for-sale		302,727			283,616
Mortgage related securities held-to-maturity (fair value of $26,638 at
March 31, 2013 and $29,451 at December 31, 2012)		25,611			28,369
Loans, net of allowance for loan losses of $11,603
at March 31, 2013 and $11,170 at December 31, 2012		677,478			683,865
Federal Home Loan Bank stock, at cost		9,707			8,097
Bank-owned life insurance		14,193			14,077
Premises and equipment, net		10,252			10,443
Assets acquired through foreclosure		11,592			8,524
Real estate held for investment		1,620			1,620
Accrued interest receivable		3,394			3,223
Mortgage servicing rights, net		170			170
Deferred tax asset, net		3,966			2,953
Other assets		6,215			5,803
Total Assets	$	1,085,340		$	1,088,341
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits	$	696,936		$	687,409
Short-term borrowings		29,700			70,500
Federal Home Loan Bank advances		140,000			110,000
Other borrowed funds		30,000			30,000
Advances from borrowers for taxes and insurance		1,399			1,699
Accrued interest payable		335			330
Accrued expenses and other liabilities		7,551			6,938
Total Liabilities		905,921			906,876
STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value; 1,000,000 shares authorized,
none issued and outstanding at March 31, 2013 and December 31, 2012)		--			--
Common stock ($.01 par value; 60,000,000 shares authorized,
12,260,172 shares issued and outstanding at March 31, 2013
and 12,356,564 shares issued and outstanding at December 31, 2012)		146			146
Additional paid-in capital		136,453			136,132
Treasury stock, at cost (2,350,600 shares at March 31, 2013 and
2,249,600 shares at December 31, 2012)		(31,462	)		(29,733	)
Common stock acquired by benefit plans		(9,998	)		(10,228	)
Retained earnings		81,724			80,608
Accumulated other comprehensive income, net		2,556			4,540
Total Stockholders' Equity		179,419			181,465
Total Liabilities and Stockholders' Equity	$	1,085,340		$	1,088,341

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

(Dollars in Thousands, Except Per Share Data)

	March 31,			December 31,			March 31,
	2013			2012			2012
CAPITAL RATIOS:
Stockholders’ equity (to total assets) (1)		16.53	%		16.67	%		18.41	%
Tier 1 capital (to adjusted assets) (2)		13.13			12.90			15.57
Tier 1 risk –based capital (to risk-weighted assets) (2)		19.50			19.45			23.73
Total risk-based capital (to risk-weighted assets) (2)		20.53			20.48			24.71
ASSET QUALITY INDICATORS:
Nonperforming Assets:
Nonaccruing loans	$	12,680		$	17,124		$	19,980
Accruing loans past due 90 days or more		--			--			--
Total nonperforming loans	$	12,680		$	17,124		$	19,980
Assets acquired through foreclosure		11,592			8,524			6,473
Total nonperforming assets	$	24,272		$	25,648		$	26,453
Ratio of nonperforming loans to total loans		1.84	%		2.46	%		3.04	%
Ratio of nonperforming assets to total assets		2.24			2.36			2.62
Ratio of allowance for loan losses to total loans		1.68			1.61			1.72
Ratio of allowance for loan losses to nonperforming loans		91.5			65.2			56.5
Impaired Loans:
Nonperforming loans	$	12,680		$	17,124		$	19,980
Troubled debt restructurings		7,561			7,388			7,556
Other impaired loans		--			--			--
Total impaired loans	$	20,241		$	24,512		$	27,536
Past Due Loans:
30 - 59 days	$	1,477		$	41		$	176
60 - 89 days		74			2,026			528
Total	$	1,551		$	2,067		$	704
	At or for the Three Months Ended
	March 31,			December 31,			March 31,
		2013			2012			2012
PERFORMANCE RATIOS(3):
Return on average assets		0.68	%		0.73	%		0.47	%
Return on average equity		4.05			4.15			2.53
Net interest margin		3.07			3.11			3.23
Efficiency ratio (4)		63.1			62.8			64.7
OTHER:
Tangible book value per share	$	14.63		$	14.69		$	14.55
Employees (full-time equivalents)		138			141			134

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

(2)  Represents regulatory capital ratios of Fox Chase Bank.

(3)  Annualized

(4)  Represents noninterest expense, excluding valuation adjustments on assets acquired through foreclosure and loss on extinguishment of debt, divided by the sum of net interest income and noninterest income, excluding gains or losses on the sale of securities, premises and equipment and assets acquired through foreclosure.

AVERAGE BALANCE SHEET

(Dollars in Thousands, Unaudited)

	Three Months Ended March 31,
	2013								2012
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
	Balance			Dividends		Cost (2)			Balance			Dividends		Cost (2)
Assets:
Interest-earning assets:
Interest-earning demand deposits	$	5,146		$	1		0.04	%	$	8,690		$	3		0.13	%
Mortgage related securities		323,372			1,738		2.15	%		274,353			1,979		2.88	%
Taxable securities		20,970			71		1.34	%		25,937			93		1.45	%
Nontaxable securities		-			-		0.00	%		1,873			19		4.02	%
Loans (1)		688,284			8,062		4.73	%		670,809			8,848		5.24	%
Allowance for loan losses		(11,443	)							(12,295	)
Net loans		676,841			8,062					658,514			8,848
Total interest-earning assets		1,026,329			9,872		3.88	%		969,367			10,942		4.49	%
Noninterest-earning assets		47,877								42,858
Total assets	$	1,074,206							$	1,012,225
Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing deposits	$	580,026		$	1,177		0.82	%	$	577,628		$	1,771		1.23	%
Borrowings		192,188			782		1.65	%		148,017			1,191		3.18	%
Total interest-bearing liabilities		772,214			1,959		1.03	%		725,645			2,962		1.63	%
Noninterest-bearing deposits		112,873								93,770
Other noninterest-bearing liabilities		8,537								5,489
Total liabilities		893,624								824,904
Stockholders' equity		177,119								180,715
Accumulated comprehensive income		3,463								6,606
Total stockholder's equity		180,582								187,321
Total liabilities and stockholders' equity	$	1,074,206							$	1,012,225
Net interest income				$	7,913							$	7,980
Interest rate spread							2.85	%							2.86	%
Net interest margin							3.07	%							3.23	%

(1)   Nonperforming loans are included in average balance computation.

(2)   Yields are not presented on a tax-equivalent basis.

AVERAGE BALANCE SHEET

(Dollars in Thousands, Unaudited)

	Three Months Ended								Three Months Ended
	March 31, 2013								December 31, 2012
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
	Balance			Dividends		Cost (2)			Balance			Dividends		Cost (2)
Assets:
Interest-earning assets:
Interest-earning demand deposits	$	5,146		$	1		0.04	%	$	8,637		$	3		0.11	%
Mortgage related securities		323,372			1,738		2.15	%		312,198			1,784		2.29	%
Taxable securities		20,970			71		1.34	%		19,677			77		1.57	%
Nontaxable securities		--			--		0.00	%		--			--		0.00	%
Loans (1)		688,284			8,062		4.73	%		664,939			8,086		4.84	%
Allowance for loan losses		(11,443	)							(11,614	)
Net loans		676,841			8,062					653,325			8,086
Total interest-earning assets		1,026,329			9,872		3.88	%		993,837			9,950		3.99	%
Noninterest-earning assets		47,877								44,527
Total assets	$	1,074,206							$	1,038,364
Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing deposits	$	580,026		$	1,177		0.82	%	$	589,464		$	1,361		0.92	%
Borrowings		192,188			782		1.65	%		142,745			756		2.11	%
Total interest-bearing liabilities		772,214			1,959		1.03	%		732,209			2,117		1.15	%
Noninterest-bearing deposits		112,873								118,675
Other noninterest-bearing liabilities		8,537								4,281
Total liabilities		893,624								855,165
Stockholders' equity		177,119								177,214
Accumulated comprehensive income		3,463								5,985
Total stockholder's equity		180,582								183,199
Total liabilities and stockholders' equity	$	1,074,206							$	1,038,364
Net interest income				$	7,913							$	7,833
Interest rate spread							2.85	%							2.84	%
Net interest margin							3.07	%							3.11	%

(1)   Nonperforming loans are included in average balance computation.

(2)   Yields are not presented on a tax-equivalent basis.