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 27, 2016

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 2.02                      Results of Operations and Financial Condition.

On April 27, 2016, 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, 2016.  The Company also announced a cash dividend payment of $0.14 per outstanding share of common stock, payable on or about May 26, 2016 to stockholders of record as of May 12, 2016.  For more information, reference is made to the Company’s press release dated April 27, 2016, 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 April 27, 2016

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.

		FOX CHASE BANCORP, INC.
DATE:  April 28, 2016	By:	/s/ Roger S. Deacon
		Roger S. Deacon Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

4390 Davisville Road, Hatboro, PA 19040 Phone (215) 283-2900 Fax (215) 775-1401

NEWS RELEASE

For Immediate Release

Date:	April 27, 2016
Contact:	Roger S. Deacon Chief Financial Officer
Phone:	(215) 775-1435

FOX CHASE BANCORP, INC. REPORTS EARNINGS

FOR THE THREE MONTHS ENDED MARCH 31, 2016

HATBORO, PA. April 27, 2016 – Fox Chase Bancorp, Inc. (the “Company”) (NASDAQ GS: FXCB), the holding company for Fox Chase Bank (the “Bank”), today announced net income of $2.2 million, or $0.20 per diluted share, for the three months ended March 31, 2016, compared to net income of $2.3 million, or $0.20 per diluted share, for the three months ended March 31, 2015.

The first quarter 2016 results include after-tax merger-related professional fees of $320,000 ($0.03 per share).  The first quarter 2015 results include after-tax core data processing system conversion-related expenses of $152,000 ($0.01 per share).

Commenting on performance for the quarter, Thomas M. Petro, President and CEO said, “The Company continues to execute on its commercial business strategy as average commercial loans increased 10.2% as compared to the same quarter in 2015.  We continue to be excited about the merger with Univest Corporation of Pennsylvania and are moving forward to obtain the necessary approvals to close the transaction in the third quarter of 2016.  We believe this affiliation will create a stronger franchise and provide greater benefits to customers, shareholders and the communities we serve.”

Highlights for the quarter ended March 31, 2016 included:

• Total average assets were $1.13 billion for the three months ended March 31, 2016 as compared to $1.12 billion for the three months ended December 31, 2015 and $1.10 billion for the three months ended March 31, 2015. Average commercial loans increased by $62.6 million, or 10.2%, to $678.1 million for the three months ended March 31, 2016, compared to $615.5 million for the three months ended March 31, 2015.  Additionally, average commercial loans increased by $33.7 million, or 5.2%, for the three months ended March 31, 2016, compared to $644.4 million for the three months ended December 31, 2015.

• Total assets were $1.13 billion at March 31, 2016 as compared to $1.13 billion at December 31, 2015 and $1.12 billion at March 31, 2015.  Total commercial loans increased by $13.8 million, or 2.0%, to $687.3 million at March 31, 2016, compared to $673.5 at December 31, 2015, and increased $44.8 million, or 7.0%, compared to $642.5 million at March 31, 2015.

• Nonperforming assets totaled $5.2 million, or 0.46% of total assets, at March 31, 2016 and at December 31, 2015, respectively, and $6.2 million, or 0.55% of total assets, at March 31, 2015.

• Net interest income decreased $128,000, or 1.5%, to $8.5 million for the three months ended March 31, 2016, compared to $8.7 million for the three months ended March 31, 2015. The net interest margin was 3.16% for the three months ended March 31, 2016, 3.10% for the three months ended December 31, 2015, and 3.29% for the three months ended March 31, 2015.  The increase in net interest margin as compared to the three months ended December 31, 2015 was primarily due to a reduction in excess liquidity from the three months ended December 31 2015.  The decrease from the three months ended March 31, 2015 was primarily due to the receipt of a $254,000 special dividend from the FHLB of Pittsburgh, which increased the net interest margin by 0.10%.

• Credit related costs, which include (i) provision for loan losses, (ii) valuation adjustments on assets acquired through foreclosure and (iii) net (loss) gain on sale of assets acquired through foreclosure, totaled $61,000 for the three months ended March 31, 2016, compared to $98,000 for the three months ended December 31, 2015 and $487,000 for the three months ended March 31, 2015.  Net loan charge-offs totaled $37,000 for the three months ended March 31, 2016, compared to $161,000 for the three months ended December 31, 2015 and $24,000 for the three months ended March 31, 2015. There were no commercial loan charge-offs during the three months ended March 31, 2016.

• The allowance for loan losses was $10.6 million, or 1.34% of total loans, at March 31, 2016, compared to $10.6 million, or 1.36% of total loans, at December 31, 2015 and $11.2 million, or 1.46% of total loans at March 31, 2015.

• Noninterest income increased $95,000, or 16.6%, to $666,000 for the three months ended March 31, 2016 compared to $571,000 for the three months ended March 31, 2015 primarily due to an increase of $95,000 in income on bank-owned life insurance as the Bank purchased $10.0 million of bank-owned life insurance in the third quarter of 2015 and an increase of $67,000 in other noninterest income primarily due to increased cash management fees offset by a decrease of $45,000 in equity in earnings of affiliate due to lower mortgage volumes.

• Noninterest expense increased $120,000, or 2.1%, to $5.9 million for the three months ended March 31, 2016, compared to $5.8 million for the three months ended March 31, 2015.  This increase was primarily due to an increase of $224,000 in salaries, benefits and other compensation and an increase of $175,000 in professional fees related to legal fees regarding the merger offset by a decrease of $165,000 in data processing fees.  Data processing fees were higher in 2015 due to the Bank’s change in outsourced data processing systems, which was completed in the fourth quarter of 2015.

• Excluding the $346,000 of pre-tax merger-related costs incurred in the three months ended March 31, 2016 and the pre-tax one-time core data processing system costs of $230,000 during the three months ended March 31, 2015, noninterest expense remained flat at $5.5 million.

• The efficiency ratio was 63.7% and 62.2% for the three months ended March 31, 2016 and 2015, respectively. Excluding the previously discussed merger-related costs for 2016 and one-time core data processing systems conversion costs for 2015, the efficiency ratio was 60.0% and 59.7% for the three months ended March 31, 2016 and 2015, respectively.

• Income tax provision increased $304,000, or 41.8%, to $1.0 million for the three months ended March 31, 2016, compared to $727,000 for the three months ended March 31, 2015.  Income tax provision for the three months ended March 31, 2015 includes the reversal of an $182,000 valuation allowance on certain state deferred tax assets. The effective income tax rate for the three months ended March 31, 2016 and March 31, 2015 was 31.4% and 24.2%, respectively.  Excluding the reversal, the effective income tax rate for the three months ended March 31, 2015 was 30.3%.

The Company also announced that its Board of Directors declared a cash dividend of $0.14 per outstanding share of common stock. The dividend will be paid on or about May 26, 2016 to stockholders of record as of the close of business on May 12, 2016.

Fox Chase Bancorp, Inc. is the stock holding company of Fox Chase Bank. The Bank is a Pennsylvania state-chartered savings bank originally established in 1867.  The Bank offers traditional banking services and products from its main office in Hatboro, Pennsylvania and nine branch offices in Bucks, Montgomery, Chester 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,
	2016			2015
	(Unaudited)
INTEREST INCOME
Interest and fees on loans	$	8,506		$	8,139
Interest and dividends on investment securities		1,632			1,982
Other interest income		9			3
Total Interest Income		10,147			10,124
INTEREST EXPENSE
Deposits		807			715
Short-term borrowings		59			32
Federal Home Loan Bank advances		557			539
Other borrowed funds		180			166
Total Interest Expense		1,603			1,452
Net Interest Income		8,544			8,672
Provision for loan losses		45			472
Net Interest Income after Provision for Loan Losses		8,499			8,200
NONINTEREST INCOME
Service charges and other fee income		362			384
Income on bank-owned life insurance		215			120
Equity in earnings of affiliate		(5	)		40
Other		94			27
Total Noninterest Income		666			571
NONINTEREST EXPENSE
Salaries, benefits and other compensation		3,943			3,719
Occupancy expense		430			477
Furniture and equipment expense		77			83
Data processing costs		408			573
Professional fees		538			363
Marketing expense		24			41
FDIC premiums		134			119
Assets acquired through foreclosure expense		30			30
Other		301			360
Total Noninterest Expense		5,885			5,765
Income Before Income Taxes		3,280			3,006
Income tax provision		1,031			727
Net Income	$	2,249		$	2,279
Earnings per share:
Basic	$	0.20		$	0.21
Diluted	$	0.20		$	0.20

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in Thousands, Except Share Data)

	March 31,			December 31,
	2016			2015
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	3,737		$	3,413
Interest-earning demand deposits in other banks		5,375			4,385
Total cash and cash equivalents		9,112			7,798
Investment securities available-for-sale		135,826			139,751
Investment securities held-to-maturity (fair value of $146,665 at
March 31, 2016 and $149,850 at December 31, 2015)		144,528			150,190
Loans, net of allowance for loan losses of $10,570
at March 31, 2016 and $10,562 at December 31, 2015		776,669			767,683
Federal Home Loan Bank stock, at cost		6,186			6,734
Bank-owned life insurance		25,902			25,687
Premises and equipment, net		8,895			9,030
Assets acquired through foreclosure		2,615			2,623
Real estate held for investment		1,620			1,620
Accrued interest receivable		3,348			3,145
Mortgage servicing rights, net		97			104
Deferred tax asset, net		3,993			5,142
Other assets		12,950			6,096
Total Assets	$	1,131,741		$	1,125,603
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits	$	815,708		$	764,974
Short-term borrowings		15,000			38,496
Federal Home Loan Bank advances		90,000			110,000
Other borrowed funds		30,000			30,000
Advances from borrowers for taxes and insurance		1,350			1,422
Accrued interest payable		302			319
Accrued expenses and other liabilities		1,541			3,478
Total Liabilities		953,901			948,689
STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value; 1,000,000 shares authorized,
none issued and outstanding at March 31, 2016 and December 31, 2015)		-			-
Common stock ($.01 par value; 60,000,000 shares authorized,
11,767,590 shares outstanding at March 31, 2016
and December 31, 2015)		149			149
Additional paid-in capital		141,833			142,189
Treasury stock, at cost (3,141,201 shares at March 31, 2016 and
December 31, 2015)		(44,468	)		(44,468	)
Common stock acquired by benefit plans		(5,876	)		(6,717	)
Retained earnings		85,542			86,241
Accumulated other comprehensive income (loss), net		660			(480	)
Total Stockholders' Equity		177,840			176,914
Total Liabilities and Stockholders' Equity	$	1,131,741		$	1,125,603

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

(Dollars in Thousands, Except Per Share Data)

	March 31,			December 31,			March 31,
	2016			2015			2015
CAPITAL RATIOS:
Stockholders’ equity (to total assets) (1)		15.71	%		15.72	%		15.59	%
Common equity tier 1 capital ratio (to risk-weighted assets) (2)		16.66			16.69			16.28
Tier 1 leverage ratio (to adjusted average assets) (2)		13.74			13.52			13.04
Tier 1 capital ratio (to risk-weighted assets) (2)		16.66			16.69			16.28
Total capital ratio (to risk-weighted assets) (2)		17.63			17.68			17.34
ASSET QUALITY INDICATORS:
Nonperforming Assets:
Nonaccruing loans	$	2,606		$	2,534		$	3,374
Accruing loans past due 90 days or more		-			-			-
Total nonperforming loans	$	2,606		$	2,534		$	3,374
Assets acquired through foreclosure		2,615			2,623			2,804
Total nonperforming assets	$	5,221		$	5,157		$	6,178
Ratio of nonperforming loans to total loans		0.33	%		0.33	%		0.44	%
Ratio of nonperforming assets to total assets		0.46			0.46			0.55
Ratio of allowance for loan losses to total loans		1.34			1.36			1.46
Ratio of allowance for loan losses to nonperforming loans		405.6			416.8			331.3
Troubled Debt Restructurings:
Nonaccruing troubled debt restructurings (3)	$	1,113		$	1,122		$	1,349
Accruing troubled debt restructurings		6,488			6,440			4,817
Total troubled debt restructurings	$	7,601		$	7,562		$	6,166
Past Due Loans:
30 - 59 days	$	412		$	1,021		$	653
60 - 89 days		70			685			127
Total	$	482		$	1,706		$	780

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

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

(3) Nonaccruing troubled debt restructurings are included in total nonaccruing loans above

	At or for the Three Months Ended
	March 31,			December 31,			March 31,
	2016			2015			2015
PERFORMANCE RATIOS(4):
Return on average assets		0.80	%		0.64	%		0.83	%
Return on average equity		5.07			4.03			5.18
Net interest margin		3.16			3.10			3.29
Efficiency ratio (5)		63.7			69.9			62.2
Efficiency ratio (excluding one-time costs) (6)		60.0			61.4			59.7
OTHER:
Average commercial loans	$	678,099		$	644,403		$	615,474
Tangible book value per share - Core (7)	$	15.06		$	15.07		$	14.88
Tangible book value per share (8)	$	15.11		$	15.03		$	14.94
Employees (full-time equivalents)		132			134			136

(4)  Annualized

(5) Represents noninterest expense, excluding valuation adjustments on assets acquired through foreclosure, 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.

(6)  Same as (5) except noninterest expense in this ratio excludes costs related to the core data processing systems conversion and the previously announced merger with Univest Corporation of Pennsylvania.  Such costs were $346,000, $779,000 and $230,000 for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively.

(7) Total stockholders’ equity, excluding the impact of accumulated other comprehensive income (loss), net ($660,000 at March 31, 2016, $(480,000) at December 31, 2015 and $666,000 at March 31, 2015), divided by total shares outstanding.

(8) Total stockholders’ equity divided by total shares outstanding.  Tangible book value per share and book value per share were the same for all periods indicated.

AVERAGE BALANCE SHEET

(Dollars in Thousands, Unaudited)

	Three Months Ended March 31,
	2016								2015
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
	Balance			Dividends		Cost (2)			Balance			Dividends		Cost (2)
Assets:
Interest-earning assets:
Interest-earning demand deposits	$	10,417		$	9		0.34	%	$	11,550		$	3		0.10	%
Investment securities		292,553			1,632		2.23	%		311,049			1,982		2.55	%
Loans (1)		781,349			8,506		4.37	%		742,005			8,139		4.44	%
Allowance for loan losses		(10,563	)							(10,777	)
Net loans		770,786			8,506					731,228			8,139
Total interest-earning assets		1,073,756			10,147		3.80	%		1,053,827			10,124		3.88	%
Noninterest-earning assets		53,961								42,702
Total assets	$	1,127,717							$	1,096,529
Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing deposits	$	591,839		$	807		0.55	%	$	546,465		$	715		0.53	%
Borrowings		178,098			796		1.80	%		190,129			737		1.57	%
Total interest-bearing liabilities		769,937			1,603		0.84	%		736,594			1,452		0.80	%
Noninterest-bearing deposits		175,527								176,389
Other noninterest-bearing liabilities		4,645								7,442
Total liabilities		950,109								920,425
Stockholders' equity		177,444								175,552
Accumulated comprehensive income		164								552
Total stockholders' equity		177,608								176,104
Total liabilities and stockholders' equity	$	1,127,717							$	1,096,529
Net interest income				$	8,544							$	8,672
Interest rate spread							2.96	%							3.08	%
Net interest margin							3.16	%							3.29	%

(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
	March 31, 2016								December 31, 2015
				Interest								Interest
	Average			and		Yield/			Average			and		Yield/
	Balance			Dividends		Cost (2)			Balance			Dividends		Cost (2)
Assets:
Interest-earning assets:
Interest-earning demand deposits	$	10,417		$	9		0.34	%	$	26,625		$	15		0.23	%
Investment securities		292,553			1,632		2.23	%		298,284			1,650		2.21	%
Loans (1)		781,349			8,506		4.37	%		752,744			8,288		4.37	%
Allowance for loan losses		(10,563	)							(10,605	)
Net loans		770,786			8,506					742,139			8,288
Total interest-earning assets		1,073,756			10,147		3.80	%		1,067,048			9,953		3.71	%
Noninterest-earning assets		53,961								53,523
Total assets	$	1,127,717							$	1,120,571
Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing deposits	$	591,839		$	807		0.55	%	$	586,944		$	812		0.55	%
Borrowings		178,098			796		1.80	%		154,865			751		1.93	%
Total interest-bearing liabilities		769,937			1,603		0.84	%		741,809			1,563		0.84	%
Noninterest-bearing deposits		175,527								197,711
Other noninterest-bearing liabilities		4,645								4,292
Total liabilities		950,109								943,812
Stockholders' equity		177,444								176,601
Accumulated comprehensive income		164								158
Total stockholders' equity		177,608								176,759
Total liabilities and stockholders' equity	$	1,127,717							$	1,120,571
Net interest income				$	8,544							$	8,390
Interest rate spread							2.96	%							2.87	%
Net interest margin							3.16	%							3.10	%

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

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