UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2007 | |
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OR | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
EXCHANGE ACT OF 1934 | |
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| For the transition period from to |
Commission file number: 001-32971
Fox Chase Bancorp, Inc.
(Exact name of registrant as specified in its charter)
United States | 33-1145559 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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|
4390 Davisville Road, Hatboro, Pennsylvania | 19040 |
(Address of principal executive offices) | (Zip Code) |
(215) 682-7400
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x
As of November 9, 2007, there were 14,679,750 shares of the registrant’s common stock outstanding.
FOX CHASE BANCORP, INC.
Table of Contents
2
FOX CHASE BANCORP, INC.
Consolidated Statements of Condition
(In Thousands, Except Share Data)
|
| September 30, |
| December 31, |
| ||
|
| 2007 |
| 2006 |
| ||
|
| (Unaudited) |
|
|
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
Cash and due from banks |
| $ | 2,483 |
| $ | 3,295 |
|
Interest-earning demand deposits in other banks |
| 31,537 |
| 131,146 |
| ||
Total cash and cash equivalents |
| 34,020 |
| 134,441 |
| ||
Investment securities available-for-sale |
| 118,525 |
| 70,112 |
| ||
Mortgage related securities available-for-sale |
| 133,665 |
| 158,320 |
| ||
Loans held for sale |
| — |
| 1,194 |
| ||
Loans, net of allowance for loan losses of $3,150 at September 30, 2007 and $2,949 at December 31, 2006 |
| 422,418 |
| 355,617 |
| ||
Federal Home Loan Bank stock, at cost |
| 3,972 |
| 4,422 |
| ||
Bank-owned life insurance |
| 11,651 |
| 11,324 |
| ||
Premises and equipment |
| 14,866 |
| 14,287 |
| ||
Accrued interest and dividends receivable |
| 3,025 |
| 3,397 |
| ||
Mortgage servicing rights |
| 1,087 |
| 1,177 |
| ||
Deferred tax asset, net |
| 617 |
| 1,087 |
| ||
Other assets |
| 1,515 |
| 1,607 |
| ||
|
|
|
|
|
| ||
Total Assets |
| $ | 745,361 |
| $ | 756,985 |
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
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|
|
| ||
LIABILITIES |
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|
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|
| ||
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|
|
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|
| ||
Deposits |
| $ | 584,594 |
| $ | 596,534 |
|
Federal Home Loan Bank advances |
| 30,000 |
| 30,000 |
| ||
Advances from borrowers for taxes and insurance |
| 1,273 |
| 2,262 |
| ||
Accrued interest payable |
| 327 |
| 298 |
| ||
Accrued expenses and other liabilities |
| 2,092 |
| 2,246 |
| ||
|
|
|
|
|
| ||
Total Liabilities |
| 618,286 |
| 631,340 |
| ||
|
|
|
|
|
| ||
STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Preferred stock ($.01 par value; 1,000,000 shares authorized, none issued and outstanding at September 30, 2007 or December 31, 2006) |
| — |
| — |
| ||
Common stock ($.01 par value; 35,000,000 shares authorized, 14,679,750 shares issued and outstanding at September 30, 2007 and December 31, 2006) |
| 147 |
| 147 |
| ||
Additional paid-in capital |
| 62,650 |
| 62,365 |
| ||
Common stock acquired by stock benefit plans |
| (6,457 | ) | (5,371 | ) | ||
Retained earnings |
| 71,145 |
| 69,545 |
| ||
Accumulated other comprehensive loss, net |
| (410 | ) | (1,041 | ) | ||
|
|
|
|
|
| ||
Total Stockholders’ Equity |
| 127,075 |
| 125,645 |
| ||
|
|
|
|
|
| ||
Total Liabilities and Stockholders’ Equity |
| $ | 745,361 |
| $ | 756,985 |
|
See accompanying notes to the unaudited consolidated financial statements.
3
FOX CHASE BANCORP, INC.
Consolidated Statements of Operations
(Unaudited)
(In Thousands, Except Per Share Data)
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
|
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| ||||
INTEREST INCOME |
|
|
|
|
|
|
|
|
| ||||
Interest and fees on loans |
| $ | 6,746 |
| $ | 5,248 |
| $ | 18,338 |
| $ | 15,916 |
|
Interest on mortgage related securities available-for-sale |
| 1,657 |
| 2,047 |
| 5,187 |
| 6,081 |
| ||||
Interest on investment securities available-for-sale: |
|
|
|
|
|
|
|
|
| ||||
Taxable |
| 905 |
| 953 |
| 1,813 |
| 2,913 |
| ||||
Non-taxable |
| 205 |
| 245 |
| 709 |
| 690 |
| ||||
Dividend income |
| 61 |
| 61 |
| 189 |
| 312 |
| ||||
Other interest income |
| 1,019 |
| 552 |
| 3,970 |
| 1,085 |
| ||||
Total Interest Income |
| 10,593 |
| 9,106 |
| 30,206 |
| 26,997 |
| ||||
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|
|
|
|
|
|
|
|
| ||||
INTEREST EXPENSE |
|
|
|
|
|
|
|
|
| ||||
Deposits |
| 5,309 |
| 4,850 |
| 15,322 |
| 14,028 |
| ||||
Federal Home Loan Bank advances |
| 375 |
| 378 |
| 1,111 |
| 1,111 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total Interest Expense |
| 5,684 |
| 5,228 |
| 16,433 |
| 15,139 |
| ||||
|
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|
|
|
|
|
|
| ||||
Net Interest Income |
| 4,909 |
| 3,878 |
| 13,773 |
| 11,858 |
| ||||
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|
|
|
|
|
| ||||
Provision (Credit) for loan losses |
| 125 |
| (2,778 | ) | 200 |
| (3,161 | ) | ||||
Net Interest Income after Provision (Credit) for Loan Losses |
| 4,784 |
| 6,656 |
| 13,573 |
| 15,019 |
| ||||
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|
|
|
|
| ||||
NONINTEREST INCOME |
|
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|
|
|
|
|
| ||||
Service charges and other fee income |
| 204 |
| 203 |
| 623 |
| 731 |
| ||||
Net gain (loss) on sale of: |
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|
|
|
|
|
| ||||
Loans |
| — |
| 69 |
| 73 |
| 103 |
| ||||
Assets acquired through foreclosure |
| — |
| — |
| — |
| 85 |
| ||||
Fixed assets |
| — |
| (5 | ) | 874 |
| (6 | ) | ||||
Securities |
| 19 |
| — |
| 19 |
| (18 | ) | ||||
Income on bank-owned life insurance |
| 111 |
| 108 |
| 327 |
| 318 |
| ||||
Other |
| 53 |
| 61 |
| 160 |
| 238 |
| ||||
Total Noninterest Income |
| 387 |
| 436 |
| 2,076 |
| 1,451 |
| ||||
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|
|
|
|
|
|
|
|
| ||||
NONINTEREST EXPENSE |
|
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|
|
|
|
|
| ||||
Salaries, benefits and other compensation |
| 2,485 |
| 2,206 |
| 7,154 |
| 6,535 |
| ||||
Occupancy expense |
| 475 |
| 379 |
| 1,354 |
| 1,115 |
| ||||
Furniture and equipment expense |
| 230 |
| 236 |
| 712 |
| 644 |
| ||||
Data processing costs |
| 388 |
| 374 |
| 1,149 |
| 1,090 |
| ||||
Professional fees |
| 460 |
| 326 |
| 1,445 |
| 1,094 |
| ||||
Marketing expense |
| 152 |
| 199 |
| 449 |
| 440 |
| ||||
FDIC premiums |
| 20 |
| 71 |
| 62 |
| 725 |
| ||||
Contribution to charitable foundation |
| — |
| 1,500 |
| — |
| 1,500 |
| ||||
Other |
| 416 |
| 415 |
| 1,300 |
| 1,434 |
| ||||
Total Noninterest Expense |
| 4,626 |
| 5,706 |
| 13,625 |
| 14,577 |
| ||||
Income Before Income Taxes |
| 545 |
| 1,386 |
| 2,024 |
| 1,893 |
| ||||
Income tax provision |
| 90 |
| 365 |
| 424 |
| 273 |
| ||||
Net Income |
| $ | 455 |
| $ | 1,021 |
| $ | 1,600 |
| $ | 1,620 |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings per share(1): |
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|
|
|
|
|
|
|
| ||||
Basic |
| $ | 0.03 |
| n/a |
| $ | 0.11 |
| n/a |
| ||
Diluted |
| $ | 0.03 |
| n/a |
| $ | 0.11 |
| n/a |
| ||
(1)Due to the timing of Fox Chase 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 and nine months ended September 30, 2006 is not applicable. |
See accompanying notes to the unaudited consolidated financial statements.
4
FOX CHASE BANCORP, INC.
Consolidated Statement of Changes in Equity
Nine Months Ended September 30, 2007
(Unaudited)
(In Thousands)
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| Common |
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| ||||||
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|
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|
| Stock |
|
|
| Accumulated |
|
|
| ||||||
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| Additional |
| Acquired |
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|
| Other |
| Total |
| ||||||
|
| Common |
| Paid-in |
| by Stock |
| Retained |
| Comprehensive |
| Stockholders’ |
| ||||||
|
| Stock |
| Capital |
| Benefit Plans |
| Earnings |
| Loss, Net |
| Equity |
| ||||||
BALANCE – DECEMBER 31, 2006 |
| $ | 147 |
| $ | 62,365 |
| $ | (5,371 | ) | $ | 69,545 |
| $ | (1,041 | ) | $ | 125,645 |
|
Unallocated ESOP shares committed to employees |
| — |
| 93 |
| 288 |
| — |
| — |
| 381 |
| ||||||
Shares allocated in long-term incentive plan |
| — |
| 124 |
| — |
| — |
| — |
| 124 |
| ||||||
Stock purchased by Trust to fund Equity Incentive Plan |
| — |
| — |
| (1,374 | ) | — |
| — |
| (1,374 | ) | ||||||
Net income |
| — |
| — |
| — |
| 1,600 |
| — |
| 1,600 |
| ||||||
Compensation cost for stock options and stock awards |
| — |
| 68 |
| — |
| — |
| — |
| 68 |
| ||||||
Amortization of pension actuarial loss, net of taxes |
| — |
| — |
| — |
| — |
| 5 |
| 5 |
| ||||||
Net change in unrealized losses on securities available-for-sale, net of taxes |
| — |
| — |
| — |
| — |
| 626 |
| 626 |
| ||||||
BALANCE – SEPTEMBER 30, 2007 |
| $ | 147 |
| $ | 62,650 |
| $ | (6,457 | ) | $ | 71,145 |
| $ | (410 | ) | $ | 127,075 |
|
See accompanying notes to the unaudited consolidated financial statements.
5
FOX CHASE BANCORP, INC.
Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)
|
| Nine Months Ended |
| ||||
|
| September 30, |
| ||||
|
| 2007 |
| 2006 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| ||
|
|
|
|
|
| ||
Net income |
| $ | 1,600 |
| $ | 1,620 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Provision (credit) for loan losses |
| 200 |
| (3,161 | ) | ||
Depreciation |
| 770 |
| 781 |
| ||
Net amortization of securities premiums and discounts |
| 165 |
| 678 |
| ||
Provision for deferred income taxes |
| 150 |
| 547 |
| ||
Shares committed to be released to the ESOP |
| 381 |
| — |
| ||
Shares earned in the long-term incentive plan |
| 124 |
| — |
| ||
Compensation cost for stock options and stock awards |
| 68 |
| — |
| ||
Originations of loans held for sale |
| (6,112 | ) | (15,170 | ) | ||
Proceeds from sale of loans held for sale |
| 7,331 |
| 14,059 |
| ||
Net realized gains on sales of fixed assets and assets acquired through foreclosure |
| (874 | ) | (79 | ) | ||
Net (gains) losses on sales of securities |
| (19 | ) | 18 |
| ||
Net gain on sales of loans and loans held for sale |
| (73 | ) | (103 | ) | ||
Earnings on investment in bank-owned life insurance |
| (327 | ) | (318 | ) | ||
Decrease (increase) in mortgage servicing rights |
| 90 |
| (14 | ) | ||
Decrease in accrued interest and dividends receivable and other assets |
| 812 |
| 851 |
| ||
(Decrease) increase in accrued interest payable, accrued expenses and other liabilities |
| (119 | ) | 5,207 |
| ||
Net Cash Provided by Operating Activities |
| 4,167 |
| 4,916 |
| ||
|
|
|
|
|
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CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
| ||
|
|
|
|
|
| ||
Net maturities of interest-earning time deposits in other banks |
| — |
| 600 |
| ||
Equity investment in unaffiliated entity |
| (300 | ) | — |
| ||
Investment securities available-for-sale: |
|
|
|
|
| ||
Purchases |
| (76,264 | ) | (28,418 | ) | ||
Proceeds from sales |
| 108 |
| 17,205 |
| ||
Proceeds from maturities, calls and principal repayments |
| 28,182 |
| 66,300 |
| ||
Mortgage related securities available-for-sale: |
|
|
|
|
| ||
Purchases |
| (11,149 | ) | (31,789 | ) | ||
Proceeds from maturities, calls and principal repayments |
| 36,164 |
| 47,746 |
| ||
Net (increase) decrease in loans |
| (39,387 | ) | 13,624 |
| ||
Purchase of loan participations |
| (27,614 | ) | — |
| ||
Proceeds from sale of participation interests in loans |
| — |
| 4,000 |
| ||
Net decrease (increase) in Federal Home Loan Bank stock |
| 450 |
| (428 | ) | ||
Purchases of premises and equipment |
| (2,207 | ) | (1,382 | ) | ||
Proceeds from sales of premises and equipment |
| 1,732 |
| — |
| ||
Proceeds from sale of assets acquired through foreclosure |
| — |
| 192 |
| ||
Net Cash Provided by (Used in) Investing Activities |
| (90,285 | ) | 87,650 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| ||
|
|
|
|
|
| ||
Net decrease in deposits |
| (11,940 | ) | (77,398 | ) | ||
Decrease in advances from borrowers for taxes and insurance |
| (989 | ) | (1,231 | ) | ||
Proceeds from stock issuance, net of conversion costs and acquisition of stock for deferred compensation plan trusts |
| — |
| 62,382 |
| ||
Acquisition of stock for ESOP |
| — |
| (5,755 | ) | ||
Acquisition of stock to fund equity incentive plan |
| (1,374 | ) | — |
| ||
Net Cash Used in Financing Activities |
| (14,303 | ) | (22,002 | ) | ||
|
|
|
|
|
| ||
Net Increase (Decrease) in Cash and Cash Equivalents |
| (100,421 | ) | 70,564 |
| ||
|
|
|
|
|
| ||
Cash and Cash Equivalents – Beginning |
| 134,441 |
| 46,086 |
| ||
|
|
|
|
|
| ||
Cash and Cash Equivalents – Ending |
| $ | 34,020 |
| $ | 116,650 |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
| ||
Interest paid |
| $ | 16,805 |
| $ | 15,144 |
|
Income taxes paid |
| $ | 19 |
| $ | 507 |
|
See accompanying notes to the unaudited consolidated financial statements.
6
FOX CHASE BANCORP, INC
Notes to the Unaudited Consolidated Financial Statements
NOTE 1 - PRINCIPLES OF CONSOLIDATION AND PRESENTATION
Fox Chase Bancorp, Inc. (the “Company”) was organized on September 29, 2006 under the laws of the United States to be the holding company for Fox Chase Bank (the “Bank”), a stock savings bank also organized under the laws of the United States. On September 29, 2006, the Company completed its initial public offering in which it sold 6,395,835 shares, or 43.57%, of its outstanding common stock to the public, including 575,446 shares purchased by the Fox Chase Bank Employee Stock Ownership Plan (the “ESOP”). An additional 8,148,915 shares, or 55.51% of the Company’s outstanding stock, were issued to Fox Chase MHC, the Company’s federally chartered mutual holding company. Net proceeds of the offering totaled $56.6 million. Additionally, the Company contributed $150,000 in cash and issued 135,000 shares, or 0.92% of its outstanding common stock, to the Fox Chase Bank Charitable Foundation. During the third quarter 2007, the Company established a trust (“Trust”) for the purpose of purchasing common stock to fund its 2007 Equity Incentive Plan.
The Company’s primary business is holding the common stock of the Bank and making a loan to the ESOP to fund its purchase of common stock. Fox Chase Bancorp, Inc. is authorized to pursue other business activities permissible by laws and regulations for other savings and loan holding companies.
The Company provides a wide variety of financial products and services to individuals and businesses through its eleven branches in Philadelphia, Richboro, Willow Grove, Warminster, Lahaska, Hatboro, Media and West Chester, Pennsylvania, and Ocean City, Marmora and Egg Harbor Township, New Jersey. The operations of the Company are managed as a single business segment. The Company competes with other financial institutions and other companies that provide financial services.
The Company and Bank are subject to regulations of certain federal banking agencies. These regulations can and do change significantly from period to period. The Company and Bank also undergo periodic examinations by regulatory agencies which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions resulting from the regulators’ judgments based on information available to them at the time of their examinations.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. The Bank’s operations include the accounts of its wholly owned subsidiary, Fox Chase Financial, Inc. Fox Chase Financial, Inc. is a Delaware chartered investment holding company established to manage and hold investment securities. The consolidated financial statements include the Company beginning on September 29, 2006. The consolidated financial statements and related notes include only the activity and balances of the Bank and its subsidiary through September 29, 2006. The financial statements do not include the transactions and balances of Fox Chase MHC. All material inter-company transactions and balances have been eliminated in consolidation. Prior period amounts are reclassified, when necessary, to conform with the current year’s presentation. The statement of cash flows for the nine months ended September 30, 2006 has been revised to reflect the correction of certain immaterial errors identified by the Company.
The Company follows accounting principles and reporting practices which are in compliance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation and realizability of deferred tax assets and the evaluation of other than temporary impairment of investments. These financial statements do not contain all necessary disclosures required by GAAP and therefore should be read in conjunction with the audited financial statements and the notes thereto included in Fox Chase Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on March 29, 2007. These financial statements include all normal and recurring adjustments which management believes were necessary in order to conform to GAAP. The results for the nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.
7
Per Share Information
The Company follows the provisions of SFAS No. 128, “Earnings Per Share.” Basic earnings per share exclude dilution and are computed by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.
Earnings per share (“EPS”), basic and diluted, were $0.03 and $0.11 for the three and nine months ended September 30, 2007, respectively. Earnings per share were not calculated for the three and nine months ended September 30, 2006 since the Company did not complete its initial public offering until September 29, 2006.
The following table presents the reconciliation of the numerators and denominators of the basic and diluted EPS computations.
|
|
|
| Three Months |
| Nine Months |
| ||
|
|
|
| Ended |
| Ended |
| ||
|
|
|
| September 30, 2007 |
| September 30, 2007 |
| ||
Net income |
|
|
| $ | 455,000 |
| $ | 1,600,000 |
|
|
|
|
|
|
|
|
| ||
Weighted-average common shares outstanding |
|
|
| 14,679,750 |
| 14,679,750 |
| ||
Average common stock acquired by stock benefit plans: |
|
|
|
|
|
|
| ||
Unvested shares — long-term incentive plan |
|
|
| (38,362 | ) | (38,697 | ) | ||
ESOP shares unallocated, net |
|
|
| (514,635 | ) | (524,131 | ) | ||
Shares purchased for employee benefit plans |
|
|
| (9,897 | ) | (3,335 | ) | ||
|
|
|
|
|
|
|
| ||
Weighted-average common shares used |
|
|
|
|
|
|
| ||
to calculate basic earnings per share |
|
|
| 14,116,856 |
| 14,113,587 |
| ||
|
|
|
|
|
|
|
| ||
Dilutive effect of: |
|
|
|
|
|
|
| ||
Shares in long-term incentive plan |
|
|
| 38,362 |
| 38,697 |
| ||
Restricted stock awards |
|
|
| 378 |
| 125 |
| ||
|
|
|
|
|
|
|
| ||
Weighted-average common shares used |
|
|
|
|
|
|
| ||
to calculate diluted earnings per share (1) |
|
|
| 14,155,596 |
| 14,152,409 |
| ||
|
|
|
|
|
|
|
| ||
Earnings per share-basic |
|
|
| $ | 0.03 |
| $ | 0.11 |
|
Earnings per share-diluted |
|
|
| $ | 0.03 |
| $ | 0.11 |
|
(1) Diluted earnings per share include the dilutive effect of the Company’s weighted-average stock options/awards outstanding using the Treasury Stock Method. The Company had 521,800 anti-dilutive common stock options outstanding as of September 30, 2007. These options are not included in the calculation of diluted earnings per share for the periods presented.
8
NOTE 2 - INVESTMENT AND MORTGAGE RELATED SECURITIES
The amortized cost and fair value of securities available-for-sale as of September 30, 2007 and December 31, 2006 are summarized as follows:
|
| September 30, 2007(Unaudited) |
| ||||||||||
|
|
|
| Gross |
| Gross |
|
|
| ||||
|
| Amortized |
| Unrealized |
| Unrealized |
| Fair |
| ||||
|
| Cost |
| Gains |
| Losses |
| Value |
| ||||
|
| (In Thousands ) |
| ||||||||||
Obligations of U.S. government agencies |
| $ | 40,317 |
| $ | 145 |
| $ | (96 | ) | $ | 40,366 |
|
State and political subdivisions |
| 78,202 |
| 66 |
| (109 | ) | 78,159 |
| ||||
|
| 118,519 |
| 211 |
| (205 | ) | 118,525 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Mortgage related securities |
| 134,151 |
| 343 |
| (829 | ) | 133,665 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total securities |
| $ | 252,670 |
| $ | 554 |
| $ | (1,034 | ) | $ | 252,190 |
|
|
| December 31, 2006 |
| ||||||||||
|
|
|
| Gross |
| Gross |
|
|
| ||||
|
| Amortized |
| Unrealized |
| Unrealized |
| Fair |
| ||||
|
| Cost |
| Gains |
| Losses |
| Value |
| ||||
|
| (In Thousands ) |
| ||||||||||
Obligations of U.S. government agencies |
| $ | 42,344 |
| $ | 4 |
| $ | (470 | ) | $ | 41,878 |
|
State and political subdivisions |
| 24,126 |
| 141 |
| (48 | ) | 24,219 |
| ||||
Corporate debt securities |
| 4,017 |
| — |
| (2 | ) | 4,015 |
| ||||
|
| 70,487 |
| 145 |
| (520 | ) | 70,112 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Mortgage related securities |
| 159,369 |
| 299 |
| (1,348 | ) | 158,320 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total securities |
| $ | 229,856 |
| $ | 444 |
| $ | (1,868 | ) | $ | 228,432 |
|
9
The following tables show gross unrealized losses and fair value of securities, aggregated by security category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2007 and December 31, 2006:
|
| September 30, 2007 (Unaudited) |
| ||||||||||||||||
|
| Less than 12 Months |
| 12 Months or More |
| Total |
| ||||||||||||
|
| Fair |
| Unrealized |
| Fair |
| Unrealized |
| Fair |
| Unrealized |
| ||||||
|
| Value |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| ||||||
|
| (In Thousands ) |
| ||||||||||||||||
Obligations of U.S. government agencies |
| $ | — |
| $ | — |
| $ | 12,904 |
| $ | (96 | ) | $ | 12,904 |
| $ | (96 | ) |
State and political subdivisions |
| 8,255 |
| (67 | ) | 2,708 |
| (42 | ) | 10,963 |
| (109 | ) | ||||||
Mortgage related securities |
| 32,656 |
| (206 | ) | 45,971 |
| (623 | ) | 78,627 |
| (829 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total securities |
| $ | 40,911 |
| $ | (273 | ) | $ | 61,583 |
| $ | (761 | ) | $ | 102,494 |
| $ | (1,034 | ) |
|
| December 31, 2006 |
| ||||||||||||||||
|
| Less than 12 Months |
| 12 Months or More |
| Total |
| ||||||||||||
|
| Fair |
| Unrealized |
| Fair |
| Unrealized |
| Fair |
| Unrealized |
| ||||||
|
| Value |
| Losses |
| Value |
| Losses |
| Value |
| Losses |
| ||||||
|
| (In Thousands) |
| ||||||||||||||||
Obligations of U.S. government agencies |
| $ | 9,265 |
| $ | (19 | ) | $ | 29,614 |
| $ | (451 | ) | $ | 38,879 |
| $ | (470 | ) |
State and political subdivisions |
| 2,632 |
| (8 | ) | 2,708 |
| (40 | ) | 5,340 |
| (48 | ) | ||||||
Corporate debt securities |
| — |
| — |
| 4,015 |
| (2 | ) | 4,015 |
| (2 | ) | ||||||
Mortgage related securities |
| 52,588 |
| (249 | ) | 69,023 |
| (1,099 | ) | 121,611 |
| (1,348 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total securities |
| $ | 64,485 |
| $ | (276 | ) | $ | 105,360 |
| $ | (1,592 | ) | $ | 169,845 |
| $ | (1,868 | ) |
10
NOTE 3 - LOANS
The composition of net loans at September 30, 2007 and December 31, 2006 is provided below (in thousands).
|
|
|
|
|
| ||
|
| September 30, |
| December 31, |
| ||
|
| (Unaudited) |
|
|
| ||
Real estate loans: |
|
|
|
|
| ||
One-to four-family |
| $ | 211,734 |
| $ | 209,463 |
|
Multi-family and commercial |
| 64,894 |
| 41,720 |
| ||
Construction |
| 36,498 |
| 11,568 |
| ||
|
| 313,126 |
| 262,751 |
| ||
Consumer loans: |
|
|
|
|
| ||
Home equity |
| 71,070 |
| 73,456 |
| ||
Automobile |
| 653 |
| 1,030 |
| ||
Lines of credit |
| 9,426 |
| 10,468 |
| ||
Other |
| 129 |
| 148 |
| ||
|
| 81,278 |
| 85,102 |
| ||
Commercial loans |
| 31,527 |
| 11,155 |
| ||
|
|
|
|
|
| ||
Total Loans |
| 425,931 |
| 359,008 |
| ||
|
|
|
|
|
| ||
Unearned loan origination fees, net |
| (363 | ) | (442 | ) | ||
Allowance for loan losses |
| (3,150 | ) | (2,949 | ) | ||
|
|
|
|
|
| ||
Net Loans |
| $ | 422,418 |
| $ | 355,617 |
|
|
|
|
|
|
|
The following table presents changes in the allowance for loan losses (in thousands):
|
|
|
|
|
|
|
| |||
|
| Nine Months |
| Year |
| |||||
|
| 2007 |
| 2006 |
| 2006 |
| |||
|
| (Unaudited) |
|
|
| |||||
Allowance at beginning of period |
| $ | 2,949 |
| $ | 8,349 |
| $ | 8,349 |
|
Provision (Credit) for loan losses |
| 200 |
| (3,161 | ) | (5,394 | ) | |||
Loans charged off |
| (2 | ) | (7 | ) | (8 | ) | |||
Recoveries |
| 3 |
| 1 |
| 2 |
| |||
|
|
|
|
|
|
|
| |||
Allowance at end of period |
| $ | 3,150 |
| $ | 5,182 |
| $ | 2,949 |
|
|
|
|
|
|
|
|
|
11
NOTE 4 — MORTGAGE SERVICING ACTIVITY
Loans serviced for others are not included in the accompanying consolidated statements of condition. The unpaid principal balances of these loans were $120,441,000 and $133,797,000 at September 30, 2007 and 2006, respectively, and $130,294,000 at December 31, 2006.
The following summarizes mortgage servicing rights for the nine months ended September 30, 2007 and 2006 and the year ended December 31, 2006 (in thousands):
|
|
|
|
|
|
|
| |||
|
| Nine Months |
| Years |
| |||||
|
| 2007 |
| 2006 |
| 2006 |
| |||
|
| (Unaudited) |
|
|
| |||||
Balance, beginning |
| $ | 1,177 |
| $ | 1,168 |
| $ | 1,168 |
|
Mortgage servicing rights capitalized |
| 1 |
| 112 |
| 178 |
| |||
Mortgage servicing rights amortized |
| (91 | ) | (98 | ) | (169 | ) | |||
|
|
|
|
|
|
|
| |||
Balance, ending |
| $ | 1,087 |
| $ | 1,182 |
| $ | 1,177 |
|
|
|
|
|
|
|
|
|
For the periods ended September 30, 2007, September 30, 2006 and December 31, 2006, the fair value of the mortgage servicing rights (“MSRs”) was $1,341,000 (unaudited), $1,487,000 (unaudited) and $1,623,000, respectively. The fair value of the MSRs for these periods was determined using a third-party valuation model that calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Mortgage loan prepayment speed is the annual rate at which borrowers are forecasted to repay their mortgage loan principal and is based on historical experience. The discount rate used to determine the present value of future net servicing income - another key assumption in the model - is the required rate of return the market would expect for an asset with similar risk. Both assumptions can, and generally will, change quarterly valuations as market conditions and interest rates change.
NOTE 5 - DEPOSITS
Deposits and their respective weighted average interest rate at September 30, 2007 and December 31, 2006 consist of the following (dollars in thousands):
|
|
|
|
|
|
|
|
|
| ||
|
| September 30, 2007 |
| December 31, 2006 |
| ||||||
|
| Weighted |
| Amount |
| Weighted |
| Amount |
| ||
|
| (Unaudited) |
|
|
|
|
| ||||
Non-interest bearing demand accounts |
| — | % | $ | 43,900 |
| — | % | $ | 41,429 |
|
NOW accounts |
| 1.74 |
| 38,360 |
| 1.80 |
| 50,717 |
| ||
Money market accounts |
| 3.81 |
| 49,830 |
| 3.92 |
| 29,770 |
| ||
Savings and club accounts |
| 0.74 |
| 55,344 |
| 0.74 |
| 64,338 |
| ||
Certificates of deposit |
| 4.70 |
| 397,160 |
| 4.43 |
| 410,280 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
| 3.70 | % | $ | 584,594 |
| 3.47 | % | $ | 596,534 |
|
12
NOTE 6 — FEDERAL HOME LOAN BANK ADVANCES
Pursuant to collateral agreements with the Federal Home Loan Bank of Pittsburgh (the “FHLB”), advances are secured by qualifying first mortgage loans, qualifying fixed-income securities, FHLB stock and an interest-bearing demand deposit account with the FHLB. As of September 30, 2007, the Bank has $34,500,000 in qualifying collateral pledged against its advances.
Maturity Date |
| Interest Rate |
| Strike Rate |
| Amount | |
|
|
|
|
|
| (in thousands) | |
August 2011 |
| 4.89 | % | 7.50 | % | $ | 20,000 |
August 2011 |
| 4.87 | % | 7.50 | % | 10,000 | |
|
|
|
|
|
| $ | 30,000 |
If the Comparative Rate Index (three-month LIBOR) is greater than or equal to the Strike Rate fifteen calendar days prior to the next possible conversion date, which occurs on a quarterly basis through maturity, the FHLB has the option to convert the advances to an adjustable rate equal to three-month LIBOR (5.23% at September 30, 2007) plus .2175%. Notification of such conversion by the FHLB must be ten calendar days prior to conversion date. The Bank has the option to repay these advances at each conversion date without penalty. Accordingly, the contractual maturities above may differ from actual maturities.
The Bank had a maximum borrowing capacity with the FHLB of approximately $411.5 million at June 30, 2007, the latest date available.
NOTE 7 — EQUITY INCENTIVE PLAN
At the Company’s annual meeting of stockholders held on May 22, 2007, stockholders approved the Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan (the “Plan”). The Plan provides for a total of 1,007,030 shares of common stock for issuance upon the grant or exercise of awards. Of the shares available under the Plan, 719,307 may be issued in connection with the exercise of stock options and 287,723 may be issued as restricted stock. The Plan allows for the granting of non-statutory stock options (“NSO’s”), incentive stock options and restricted stock. Options are granted at no less than the fair value of the Company’s common stock on the date of the grant.
On August 31, 2007, certain officers, employees and outside directors were granted in aggregate 521,800 NSO’s and 203,900 shares of restricted stock. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment,” the Company began to expense the fair value of all share-based compensation grants over the requisite service periods.
In September 2007, the Company announced that its Board of Directors approved the funding of a trust that will purchase up to 287,500 shares, or approximately 1.96%, of the Company’s outstanding common stock to fund restricted stock awards under the Plan. As of September 30, 2007, 105,500 shares had been purchased by the trust at an average cost of $13.03 per share. The remaining 182,000 were purchased by the trust during October 2007. The weighted average cost per share for all 287,500 shares purchased was $13.02.
In accordance with Securities Exchange Commission Staff Accounting Bulletin (“SAB”) No. 107, the Company classifies share-based compensation for employees and outside directors within “Salaries, benefits and other compensation” in the consolidated statements of operations to correspond with the same line item as compensation paid. Additionally, SFAS No. 123R requires the Company to report (1) the expense associated with the grants as an adjustment to operating cash flows and (2) any benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense as a financing cash flow.
Stock options vest over a five-year service period and expire ten years after grant date. Management recognizes compensation expense for the fair values of these awards, which have graded vesting, on a straight-line basis over the requisite service period of the awards.
Restricted shares vest over a five-year service period. The product of the number of shares granted and the grant date market price of the Company’s common stock determine the fair value of restricted shares under the Company’s restricted stock plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period for the entire award.
13
During the three and nine months ended September 30, 2007, the Company recorded $68,000 of share-based compensation expense, comprised of stock option expense of $28,000 and restricted stock expense of $40,000. The Company estimates it will record an additional $203,000 of share-based compensation expense during the fourth quarter of 2007.
The following is a summary of the Company’s stock option activity and related information for its option plan for the nine months ended September 30, 2007:
|
|
|
|
|
| Weighted |
|
|
| ||
|
|
|
| Weighted |
| Average |
|
|
| ||
|
| Number of |
| Average |
| Remaining |
| Aggregate |
| ||
|
| Stock |
| Exercise |
| Contractual |
| Intrinsic |
| ||
|
| Options |
| Price |
| Life |
| Value |
| ||
|
|
|
|
|
|
|
|
|
| ||
Outstanding at December 31, 2006 |
| — |
| $ | — |
|
|
|
|
| |
Granted |
| 521,800 |
| 12.38 |
|
|
|
|
| ||
Exercised |
| — |
| — |
|
|
|
|
| ||
Forfeited |
| — |
| — |
|
|
|
|
| ||
Outstanding at September 30, 2007 |
| 521,800 |
| $ | 12.38 |
| 9.9 years |
| $ | 448,748 |
|
Exercisable at September 30, 2007 |
| — |
| — |
| N/A |
| N/A |
| ||
Management estimated the fair values of all option grants using the Black-Scholes option-pricing model. Since there is limited historical information on the volatility of the Company’s stock, management considered the average volatilities of comparable issuers over a period equal to the expected life of the options in determining the expected volatility rate used in the estimation of fair value. Management estimated the expected life of the options using the simplified method allowed under SAB No. 107. The risk-free rate was determined utilizing the Treasury yield for the expected life of the option contract.
The fair value of the stock option grants was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
|
| 2007 |
|
Expected dividend yield |
| 1.90 | % |
Expected volatility |
| 25.00 | % |
Risk-free interest rate |
| 4.33 | % |
Expected option life in years |
| 6.50 |
|
The following is a summary of the Company’s unvested options as of September 30, 2007 and changes therein during the nine months then ended:
|
|
|
| Weighted |
| |
|
| Number of |
| Average |
| |
|
| Stock |
| Grant Date |
| |
|
| Options |
| Fair Value |
| |
|
|
|
|
|
| |
Unvested at December 31, 2006 |
| — |
| $ | — |
|
Granted |
| 521,800 |
| 3.40 |
| |
Exercised |
| — |
| — |
| |
Forfeited |
| — |
| — |
| |
Unvested at September 30, 2007 |
| 521,800 |
| $ | 3.40 |
|
Expected future expense relating to the 521,800 non-vested options outstanding as of September 30, 2007 is $1.6 million over a weighted average period of 4.9 years.
14
The following is a summary of the status of the Company’s restricted stock as of September 30, 2007 and changes therein during the nine months then ended:
|
|
|
| Weighted |
| |
|
| Number of |
| Average |
| |
|
| Restricted |
| Grant Date |
| |
|
| Stock |
| Fair Value |
| |
Unvested at December 31, 2006 |
| — |
| $ | — |
|
Granted |
| 203,900 |
| 12.38 |
| |
Vested |
| — |
| — |
| |
Forfeited |
| — |
| — |
| |
Unvested at September 30, 2007 |
| 203,900 |
| $ | 12.38 |
|
Expected future compensation expense relating to the 203,900 restricted shares at September 30, 2007 is $2.4 million over a weighted average period of 4.9 years.
Since all grants of options and restricted stock occurred during the 3rd quarter 2007, the equity awards activity for the three months ended September 30, 2007 is the same as for the nine months ended September 30, 2007.
NOTE 8 - COMPREHENSIVE INCOME
Comprehensive income for the three and nine months ended September 30, 2007 and 2006 is as follows (in thousands):
|
| Three Months |
| Nine Months |
| ||||||||
|
| Ended |
| Ended |
| ||||||||
|
| September 30, |
| September 30, |
| ||||||||
|
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income |
| $ | 455 |
| $ | 1,021 |
| $ | 1,600 |
| $ | 1,620 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
| ||||
Net unrealized holding gains arising during the |
|
|
|
|
|
|
|
|
| ||||
period, net of tax benefit (three and nine |
|
|
|
|
|
|
|
|
| ||||
months ended September 30, 2007 and 2006 |
|
|
|
|
|
|
|
|
| ||||
of $548, $318, $1,253 and $535, respectively) |
| 998 |
| 2,432 |
| 626 |
| 1,038 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Less: Reclassification adjustment for gains and |
|
|
|
|
|
|
|
|
| ||||
losses included in net income, net of taxes |
|
|
|
|
|
|
|
|
| ||||
(three and nine months September 30, 2007 |
|
|
|
|
|
|
|
|
| ||||
and 2006 of $0, $0, $0 and $(6), respectively) |
| 1 |
| — |
| — |
| (12 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Amortization of pension actuarial loss, net of taxes |
| 2 |
| — |
| 5 |
| — |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Other comprehensive income |
| 999 |
| 2,432 |
| 631 |
| 1,050 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Comprehensive income |
| $ | 1,454 |
| $ | 3,453 |
| $ | 2,231 |
| $ | 2,670 |
|
NOTE 9 — RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, FASB issued Financial Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes” — an interpretation of SFAS Statement No. 109. FIN 48 provides guidance on financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. According to FIN 48, a tax position is recognized if it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If the tax position meets this more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize and should be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. Effective January 1, 2007, the Company adopted FIN 48. As of January 1, 2007, the Company had no material unrecognized tax benefits or accrued interest and penalties. The Company’s policy is to account for interest as a component of interest expense and penalties as a component of other expense. Federal and state tax years 2003 through 2006 were open for examination as of January 1, 2007.
15
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is evaluating this statement and has not yet determined the impact on its results of operations or financial position, if any. The Company has determined that it will not early adopt this statement.
At its September 2006 meeting, the FASB approved the Emerging Issues Task Force (“EITF”) Issue No. 06-4 “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements.” In this issue, the EITF concluded that an endorsement split dollar life insurance policy does not effectively settle an employer’s obligation to provide the post retirement benefit that the policy was designed to provide. Therefore, some current expense recognition may need to be made for any endorsement split dollar plans with post retirement benefits.
This guidance applies to all post retirement endorsement split dollar arrangements. This will not impact split dollar plans that only provide pre-retirement death benefits.
The accrual for the liability would be calculated in one of two ways:
• the actuarial present value of the future death benefit or
• the cost of insurance of the policy during the postretirement period.
Compliance with EITF Issue No. 06-4 must be applied to fiscal years beginning after December 15, 2007 (January 1, 2008 for calendar year entities). It can be made through a cumulative-effect adjustment to retained earnings in the year of adoption or as a change in accounting principles through retrospective application to all prior periods. The Company has not determined if this Statement will have a material impact on its consolidated financial statements upon adoption.
At its September 2006 meeting, the EITF reached a final consensus on Issue 06-05, “Accounting for Purchases of Life Insurance — Determining the Amount That Could be Realized in Accordance with FASB Technical Bulletin No. 85-4.” Issue 06-05 concludes that in determining the amount that could be realized under an insurance contract accounted for under FASB Technical Bulletin No. 85-4, “Accounting for Purchases of Life Insurance,” the policyholder should (1) consider any additional amounts included in the contractual terms of the policy; (2) assume the surrender value on a individual-life by individual-life policy basis; and (3) not discount the cash surrender value component of the amount that could be realized when contractual restrictions on the ability to surrender a policy exist. Issue 06-05 should be adopted through either (1) a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption or (2) a change in accounting principle through retrospective application to all prior periods. Issue 06-05 is effective for fiscal years beginning after December 15, 2006. The application of Issue 06-05 did not have a material effect on the Company’s financial position or results of operations.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value as of specified dates and amends SFAS 115 to, among other things, require certain disclosures for amounts for which the fair value option is applied. Additionally, this Statement provides that an entity may reclassify held-to-maturity and available-for-sale securities to the trading account when the fair value option is elected for such securities, without calling into question the intent to hold other securities to maturity in the future. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS 157. The Company is reviewing the impact of SFAS No. 159 and the impact, if any, on its consolidated financial statements. The Company has determined that it will not early adopt this statement.
16
NOTE 10- LEGAL PROCEEDINGS
The Company is commonly subject to various pending and threatened legal actions which involve claims for monetary relief. Based upon information presently available to the Company, it is the Company’s opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Company’s results of operations.
On April 28, 2006, Gregory S. Cipa, the former President and Chief Executive Officer of Fox Chase Bank, filed a complaint against Fox Chase Bank in the Civil Division of the Court of Common Pleas of Bucks County, Pennsylvania. In May 2006, Fox Chase Bank moved the case to federal court, answered the complaint and filed a counterclaim. In November 2006, Mr. Cipa amended his complaint to allege that Fox Chase Bank breached its contract with him and violated its state statutory obligations by failing to pay Mr. Cipa certain employment benefits which he claims to have earned while serving as the President and Chief Executive Officer of Fox Chase Bank. Mr. Cipa seeks monetary damages in excess of $900,000 and the payment of litigation costs. The parties completed discovery and filed motions for summary judgment in March 2007. On September 20, 2007, the judge denied all motions and summary judgments and scheduled a status hearing. At the status hearing, the judge scheduled settlement discussions and ordered that the trial be scheduled for January 17, 2008. Fox Chase Bank believes this action is without merit and intends to vigorously pursue its defenses.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiary include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in real estate market values in the Company’s market area, changes in relevant accounting principles and guidelines and the inability of third party service providers to perform their functions. Additional factors that may affect our results are discussed in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2007 and in its other Securities and Exchange Commission reports.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
Critical Accounting Policies
We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. We consider the following to be our critical accounting policies: allowance for loan losses, deferred income taxes, and other-than-temporary impairment of securities.
Allowance for Loan Losses. The allowance for loan losses is maintained at a level representing management’s best estimate of known and inherent losses in the loan portfolio, based on management’s evaluation of the portfolio’s collectibility. The allowance is established through the provision for loan losses, which is charged against income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance on a quarterly basis and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other relevant factors related to the collectibility of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. Such agency may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings.
17
Deferred Income Taxes. We use the asset and liability method of accounting for income taxes as prescribed in Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. A valuation allowance would result in additional income tax expense in the period, which would negatively affect earnings.
Other-Than-Temporary Impairment of Securities. Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and FASB Staff Position FAS 115-1and 124-1 “The Meaning of Other Than Temporary Impairment and Its Application to Certain Investments,” require companies to perform periodic reviews of individual securities in their investment portfolios to determine whether a decline in the value of a security is other than temporary. A review of other-than-temporary impairment requires companies to make certain judgments regarding the nature of the decline, its effect on the financial statements and the probability, extent and timing of a valuation recovery and the company’s intent and ability to hold the security. Pursuant to these requirements, we assess valuation declines to determine the extent to which such changes are attributable to (1) fundamental factors specific to the issuer, such as financial condition, business prospects or other factors, or (2) market-related factors, such as interest rates or equity market declines. If the decline in the market value of a security is determined to be other than temporary, we reduce the book value of such security to its current market value, recognizing the decline as a realized loss on the income statement.
Comparison of Financial Condition at September 30, 2007 and December 31, 2006
Total assets decreased $11.6 million, or 1.5%, to $745.4 million at September 30, 2007, compared to $757.0 million at December 31, 2006. The reduction in assets was comprised of a decrease of $100.4 million in cash and cash equivalents and a decrease of $24.7 million in mortgage related securities. Offsetting these decreases was a $66.8 million increase in loans, driven primarily by a $68.5 million increase in commercial, commercial real estate and construction loans, and a $48.4 million increase in investment securities available-for-sale, as the Company purchased $56.2 million of liquid Pennsylvania Higher Education Assistance Agency bonds during the quarter. The pricing for these bonds resets monthly and such bonds had a weighted average rate of 6.12% at September 30, 2007. The decrease in cash and cash equivalents and mortgage related securities for the nine months ended September 30, 2007 is consistent with the Bank’s strategy of utilizing excess cash and funds from the liquidation of lower yielding mortgage-backed investment securities to fund commercial, commercial real estate and construction loan growth.
Deposits decreased $11.9 million, or 2.0%, from $596.5 million at December 31, 2006 to $584.6 million at September 30, 2007. The decrease was primarily the result of decreases in NOW accounts of $12.4 million, savings and club accounts of $9.0 million and certificates of deposit of $13.1 million offset by an increase in money market accounts of $20.1 million and non-interest bearing demand accounts of $2.5 million. The increase in money market accounts was a result of a successful promotion of the Bank’s money market tiered rate product, which resulted in a certain level of NOW accounts to transfer to money market accounts. The increase in noninterest bearing demand accounts was a result of continued efforts to increase commercial deposit relationships. The reduction in certificates of deposit was primarily a result of the highly competitive deposit market in which the Bank operates which, when combined with the flat yield curve, has created a difficult climate for gathering deposits cost effectively.
Stockholders’ equity increased $1.5 million to $127.1 million at September 30, 2007 compared to $125.6 million at December 31, 2006 primarily due to net income of $1.6 million and improvement in unrealized loss on securities available-for-sale of $626,000 offset by purchases totaling $1.4 million made by the trust established to fund restricted stock awards under the Company’s 2007 Equity Incentive Plan.
Comparison of Operating Results for the Three and Nine Months Ended September 30, 2007 and 2006
General. Net income decreased $566,000, or 55.4%, to $455,000 for the three months ended September 30, 2007 compared to $1.0 million for the three months ended September 30, 2006. The decrease in net income was primarily the result of an increase in loan loss provision of $2.9 million as the Company credited the provision for loan losses by $2.8 million during three months ended September 30, 2006. Offsetting this increase in loan loss provision was an increase in net interest income of $1.0 million and a decrease in noninterest expense of $1.1 million, which was primarily the result of a $1.5 million contribution to the Fox Chase Bank Charitable Foundation during the three months ended September 30, 2006.
Net income decreased $20,000, or 1.2%, for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006. The decrease in net income was primarily the result of an increase in loan loss provision of $3.4 million as
18
the Company credited the provision for loan losses by $3.2 million during nine months ended September 30, 2007. Offsetting this increase in loan loss provision was an increase in net interest income of $1.9 million, an increase in noninterest income of $625,000, which includes a gain of $874,000 related to the sale of the Bank’s operations center, and a decrease in noninterest expense of $952,000, which was primarily the result of a $1.5 million contribution to the Fox Chase Bank Charitable Foundation during the nine months ended September 30, 2006.
Net Interest Income. Net interest income increased $1.0 million, or 26.6%, to $4.9 million for the three months ended September 30, 2007 compared to the same period in 2006 primarily due to an increase in average earning assets of $23.6 million, an increase in the average yield on earning assets from 5.20% to 5.85% as well as a decrease in the average balance of interest-bearing liabilities of $49.9 million. These changes were offset by an increase in the average rate on interest-bearing liabilities from 3.34% to 3.90%. The increase in the average balance of earning assets was primarily due to increases in the Bank’s average loan portfolio of $61.3 million and an increase in the volume of interest-earning demand deposits generated by proceeds received in the Company’s initial public offering, offset by decreases in the average balance of the mortgage-backed and investment securities portfolios. The increase in the average yield on earning assets was primarily due to the general increase in market interest rates from 2004 through 2006 and the changing mix of the loan portfolio as yields on loans increased from 5.89% to 6.41%, the yield on mortgage-related securities increased from 4.57% to 5.02% and yield on taxable securities increased from 4.08% to 5.59%. The decrease in the average balance of interest bearing liabilities was primarily due to decreases in deposit accounts. The increase in the average rate on interest-bearing liabilities was primarily due to the cost of certificates of deposit, which increased 52 basis points from 4.04% to 4.56% and a 105 basis point increase in NOW and money market accounts from 1.61% to 2.66%.
Net interest income increased $1.9 million, or 16.1%, to $13.8 million for the nine months ended September 30, 2007 compared to the same period in 2006 primarily due to an increase in the average yield on earning assets from 5.03% to 5.64%, an increase in average earning assets of $5.6 million and a decrease in the average balance of interest-bearing liabilities of $65.4 million. These changes were offset by an increase in the average yield on interest-bearing liabilities from 3.16% to 3.82%. The increase in the average yield on earnings assets was primarily due to the general increase in market interest rates from 2004 through 2006 and the changing mix of the loan portfolio as the yields on loans increased from 5.87% to 6.18%, the yield on mortgage-related securities increased from 4.25% to 4.88% and the yield on interest-earning demand deposits increased from 5.13% to 5.18%. The increase in the average balance of earning assets was primarily due to increases in the Bank’s average loan portfolio of $32.8 million and an increase in the volume of interest-earning demand deposits generated by proceeds received in the Company’s initial public offering, offset by decreases in the average balance of the mortgage-backed and investment securities portfolios. The decrease in the average balance of interest-bearing liabilities was primarily due to decreases in deposit accounts. The increase in the average rate on interest-bearing liabilities was primarily due to the cost of certificates of deposit, which increased 65 basis points from 3.83% to 4.48% and a 93 basis point increase in NOW and money market accounts from 1.50% to 2.43%.
The following table summarizes average balances and average yields and costs of interest-earning assets and interest-bearing liabilities for the three and nine months ended September 30, 2007 and 2006. Yields are not presented on a tax-equivalent basis. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.
19
|
| Three Months Ended September 30, |
| Nine Months Ended September 30, |
| ||||||||||||||||||||||||
|
| 2007 |
| 2006 |
| 2007 |
| 2006 |
| ||||||||||||||||||||
|
| Average |
| Interest |
| Yield/ |
| Average |
| Interest |
| Yield/ |
| Average |
| Interest |
| Yield/ |
| Average |
| Interest |
| Yield/ |
| ||||
|
| (Dollars in thousands) |
| ||||||||||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-earning demand deposits |
| 78,458 |
| 1,019 |
| 5.15 | % | $ | 40,947 |
| $ | 552 |
| 5.39 | % | 102,405 |
| 3,970 |
| 5.18 | % | $ | 28,214 |
| $ | 1,085 |
| 5.13 | % |
Mortgage related securities |
| 132,015 |
| 1,657 |
| 5.02 | % | 179,195 |
| 2,047 |
| 4.57 | % | 141,678 |
| 5,187 |
| 4.88 | % | 190,726 |
| 6,081 |
| 4.25 | % | ||||
Taxable securities |
| 69,138 |
| 966 |
| 5.59 | % | 99,489 |
| 1,014 |
| 4.08 | % | 53,160 |
| 2,002 |
| 5.02 | % | 112,349 |
| 3,225 |
| 3.83 | % | ||||
Nontaxable securities |
| 22,094 |
| 205 |
| 3.70 | % | 24,600 |
| 245 |
| 3.98 | % | 24,879 |
| 709 |
| 3.80 | % | 23,188 |
| 690 |
| 3.97 | % | ||||
Loans (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Residential loans |
| 208,215 |
| 2,992 |
| 5.75 | % | 214,845 |
| 3,007 |
| 5.60 | % | 207,704 |
| 8,855 |
| 5.68 | % | 220,422 |
| 9,213 |
| 5.57 | % | ||||
Commercial and construction loans |
| 128,976 |
| 2,558 |
| 7.76 | % | 54,893 |
| 995 |
| 7.09 | % | 104,475 |
| 5,901 |
| 7.45 | % | 56,685 |
| 3,153 |
| 7.33 | % | ||||
Consumer loans |
| 80,626 |
| 1,196 |
| 5.94 | % | 86,814 |
| 1,246 |
| 5.74 | % | 81,834 |
| 3,582 |
| 5.84 | % | 84,145 |
| 3,550 |
| 5.63 | % | ||||
Total loans |
| 417,817 |
| 6,746 |
| 6.41 | % | 356,552 |
| 5,248 |
| 5.89 | % | 394,013 |
| 18,338 |
| 6.18 | % | 361,252 |
| 15,916 |
| 5.87 | % | ||||
Allowance for loan losses |
| (3,076 | ) |
|
|
|
| (7,932 | ) |
|
|
|
| (3,007 | ) |
|
|
|
| (8,209 | ) |
|
|
|
| ||||
Net loans |
| 414,741 |
|
|
|
|
| 348,620 |
|
|
|
|
| 391,006 |
|
|
|
|
| 353,043 |
|
|
|
|
| ||||
Total interest-earning assets |
| 716,446 |
| 10,593 |
| 5.85 | % | 692,851 |
| 9,106 |
| 5.20 | % | 713,128 |
| 30,206 |
| 5.64 | % | 707,520 |
| 26,997 |
| 5.03 | % | ||||
Noninterest-earning assets |
| 36,256 |
|
|
|
|
| 38,540 |
|
|
|
|
| 36,172 |
|
|
|
|
| 38,400 |
|
|
|
|
| ||||
Total assets |
| 752,702 |
|
|
|
|
| $ | 731,391 |
|
|
|
|
| 749,300 |
|
|
|
|
| $ | 745,920 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities and equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
NOW and money market deposit accounts |
| 86,108 |
| 577 |
| 2.66 | % | $ | 82,168 |
| 329 |
| 1.61 | % | 80,063 |
| 1,453 |
| 2.43 | % | $ | 95,931 |
| 1,078 |
| 1.50 | % | ||
Savings and club accounts |
| 58,268 |
| 108 |
| 0.73 | % | 83,537 |
| 171 |
| 0.82 | % | 60,781 |
| 334 |
| 0.73 | % | 78,511 |
| 459 |
| 0.78 | % | ||||
Certificates of deposit |
| 402,748 |
| 4,624 |
| 4.56 | % | 431,343 |
| 4,350 |
| 4.04 | % | 404,218 |
| 13,535 |
| 4.48 | % | 436,068 |
| 12,491 |
| 3.83 | % | ||||
Total interest-bearing deposits |
| 547,124 |
| 5,309 |
| 3.85 | % | 597,048 |
| 4,850 |
| 3.26 | % | 545,062 |
| 15,322 |
| 3.76 | % | 610,510 |
| 14,028 |
| 3.07 | % | ||||
FHLB advances |
| 30,000 |
| 375 |
| 4.88 | % | 30,000 |
| 378 |
| 4.93 | % | 30,000 |
| 1,111 |
| 4.88 | % | 30,000 |
| 1,111 |
| 4.88 | % | ||||
Total interest-bearing liabilities |
| 577,124 |
| 5,684 |
| 3.90 | % | 627,048 |
| 5,228 |
| 3.34 | % | 575,062 |
| 16,433 |
| 3.82 | % | 640,510 |
| 15,139 |
| 3.16 | % | ||||
Noninterest-bearing deposits |
| 44,848 |
|
|
|
|
| 37,773 |
|
|
|
|
| 43,245 |
|
|
|
|
| 35,316 |
|
|
|
|
| ||||
Other noninterest-bearing liabilities |
| 4,121 |
|
|
|
|
| 1,598 |
|
|
|
|
| 4,929 |
|
|
|
|
| 6,095 |
|
|
|
|
| ||||
Total liabilities |
| 626,093 |
|
|
|
|
| 666,419 |
|
|
|
|
| 623,236 |
|
|
|
|
| 681,921 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Retained earnings |
| 127,680 |
|
|
|
|
| 67,421 |
|
|
|
|
| 126,993 |
|
|
|
|
| 66,505 |
|
|
|
|
| ||||
Accumulated comprehensive loss |
| (1,071 | ) |
|
|
|
| (2,449 | ) |
|
|
|
| (929 | ) |
|
|
|
| (2,506 | ) |
|
|
|
| ||||
Total equity |
| 126,609 |
|
|
|
|
| $ | 64,972 |
|
|
|
|
| 126,064 |
|
|
|
|
| $ | 63,999 |
|
|
|
|
| ||
Total liabilities and equity |
| 752,702 |
|
|
|
|
| $ | 731,391 |
|
|
|
|
| 749,300 |
|
|
|
|
| $ | 745,920 |
|
|
|
|
| ||
Net interest income |
|
|
| 4,909 |
|
|
|
|
| $ | 3,878 |
|
|
|
|
| 13,773 |
|
|
|
|
| $ | 11,858 |
|
|
| ||
Interest rate spread |
|
|
|
|
| 1.95 | % |
|
|
|
| 1.85 | % |
|
|
|
| 1.82 | % |
|
|
|
| 1.87 | % | ||||
Net interest margin |
|
|
|
|
| 2.72 | % |
|
|
|
| 2.21 | % |
|
|
|
| 2.55 | % |
|
|
|
| 2.21 | % | ||||
Average interest-earning assets to average interest-bearing liabilities |
|
|
|
|
| 124.14 | % |
|
|
|
| 110.49 | % |
|
|
|
| 124.01 | % |
|
|
|
| 110.46 | % |
(1) Nonperforming loans are included in average balance computations
20
Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||||||||
|
| Increase (Decrease) |
|
|
| Increase (Decrease) |
|
|
| ||||||||||
|
| Rate |
| Volume |
| Net |
| Rate |
| Volume |
| Net |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest-earning demand deposits |
| $ | (39 | ) | $ | 506 |
| $ | 467 |
| $ | 32 |
| $ | 2,853 |
| $ | 2,885 |
|
Mortgage related securities |
| 149 |
| (539 | ) | (390 | ) | 670 |
| (1,564 | ) | (894 | ) | ||||||
Taxable securities |
| 261 |
| (309 | ) | (48 | ) | 476 |
| (1,699 | ) | (1,223 | ) | ||||||
Nontaxable securities |
| (16 | ) | (24 | ) | (40 | ) | (32 | ) | 51 |
| 19 |
| ||||||
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Residential loans |
| 78 |
| (93 | ) | (15 | ) | 174 |
| (532 | ) | (358 | ) | ||||||
Commercial and construction loans |
| 220 |
| 1,343 |
| 1,563 |
| 90 |
| 2,658 |
| 2,748 |
| ||||||
Consumer loans |
| 40 |
| (90 | ) | (50 | ) | 129 |
| (97 | ) | 32 |
| ||||||
Total loans |
| 338 |
| 1,160 |
| 1,498 |
| 393 |
| 2,029 |
| 2,422 |
| ||||||
Total interest-earning assets |
| 693 |
| 794 |
| 1,487 |
| 1,539 |
| 1,670 |
| 3,209 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
NOW and money market deposits |
| 232 |
| 16 |
| 248 |
| 553 |
| (178 | ) | 375 |
| ||||||
Savings accounts |
| (11 | ) | (52 | ) | (63 | ) | (21 | ) | (104 | ) | (125 | ) | ||||||
Certificates of deposit |
| 563 |
| (289 | ) | 274 |
| 1,956 |
| (912 | ) | 1,044 |
| ||||||
Total interest-bearing deposits |
| 784 |
| (325 | ) | 459 |
| 2,488 |
| (1,194 | ) | 1,294 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
FHLB advances |
| (3 | ) | — |
| (3 | ) | — |
| — |
| — |
| ||||||
Total interest-bearing liabilities |
| 781 |
| (325 | ) | 456 |
| 2,488 |
| (1,194 | ) | 1,294 |
| ||||||
Net change in net interest income |
| $ | (88 | ) | $ | 1,119 |
| $ | 1,031 |
| $ | (949 | ) | $ | 2,864 |
| $ | 1,915 |
|
21
Provision for Loan Losses. The provision for loan losses was $125,000 and $200,000 for the three and nine months ended September 30, 2007, respectively, reflecting continued growth in the loan portfolio and a shift in the mix of the loan portfolio to commercial-type loans, which typically have higher levels of risk. The Company recorded a credit to the provision for loan losses of $2.8 million and $3.2 million for the three and nine months ended September 30, 2006, respectively, which was a result of: (1) a reduction in criticized and classified assets, (2) a decrease in the size of the loan portfolio and (3) the absence of charge-offs in the portfolio during that period.
The following table provides information with respect to the Bank’s nonperforming assets at the dates indicated. There were no troubled debt restructurings as of the dates presented below.
|
| September 30, |
| December 31, |
| ||
|
| 2007 |
| 2006 |
| ||
|
| (Dollars in thousands) |
| ||||
Nonaccrual loans: |
|
|
|
|
| ||
One-to four-family |
| $ | 111 |
| $ | 284 |
|
Consumer |
| 44 |
| — |
| ||
Multi-family and commercial real estate |
| 366 |
| — |
| ||
Total |
| 521 |
| 284 |
| ||
|
|
|
|
|
| ||
Accruing loans past due 90 days or more: |
|
|
|
|
| ||
Multi-family and commercial real estate |
| — |
| 2,941 |
| ||
Total |
| — |
| 2,941 |
| ||
Total of nonaccrual loans and accruing loans 90 days or more past due |
| $ | 521 |
| $ | 3,225 |
|
|
|
|
|
|
| ||
Real estate owned |
| — |
| — |
| ||
Total nonperforming assets |
| $ | 521 |
| $ | 3,225 |
|
|
|
|
|
|
| ||
Total nonperforming loans to total loans |
| 0.12 | % | 0.09 | % | ||
Total nonperforming loans to total assets |
| 0.07 | % | 0.43 | % | ||
|
|
|
|
|
| ||
Total nonperforming assets to total assets |
| 0.07 | % | 0.43 | % |
Nonperforming assets totaled $521,000, or 0.07% of total assets, at September 30, 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 removed it from the total nonperforming assets, accounting for a majority of the $2.7 million decrease in nonperforming assets. The property collateralizing this loan is under an agreement of sale and expected to be sold during the quarter ended December 31, 2007.
One commercial loan secured by real estate and business assets totaling $366,000 is included in nonperforming loans since the loan became 90 days past due in September 2007. The business is experiencing difficulties and the borrower is working to resolve the delinquency.
22
Noninterest Income. The following table summarizes noninterest income for the three and nine months ended September 30, 2007 and 2006.
|
| Three Months |
|
|
| Nine Months |
|
|
| ||||||||
|
| Ended September 30, |
|
|
| Ended September 30, |
|
|
| ||||||||
|
| 2007 |
| 2006 |
| % Change |
| 2007 |
| 2006 |
| % Change |
| ||||
|
| (Dollars in thousands) |
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Service charges and other fee income |
| $ | 204 |
| $ | 203 |
| 0.5 | % | $ | 623 |
| $ | 731 |
| (14.8 | )% |
Net gain (loss) on sale of: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Loans |
| — |
| 69 |
| (100.0 | ) | 73 |
| 103 |
| (29.1 | ) | ||||
Assets acquired through foreclosure |
| — |
| — |
| — |
| — |
| 85 |
| (100.0 | ) | ||||
Fixed assets |
| — |
| (5 | ) | 100.0 |
| 874 |
| (6 | ) | * |
| ||||
Securities |
| 19 |
| — |
| 100.0 |
| 19 |
| (18 | ) | * |
| ||||
Income on bank-owned life insurance |
| 111 |
| 108 |
| 2.8 |
| 327 |
| 318 |
| 2.8 |
| ||||
Other |
| 53 |
| 61 |
| (13.1 | ) | 160 |
| 238 |
| (32.8 | ) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ | 387 |
| $ | 436 |
| (11.2 | )% | $ | 2,076 |
| $ | 1,451 |
| 43.1 | % |
Noninterest income decreased $49,000, or 11.2%, and increased $625,000, or 43.1%, during the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. The decrease for the three months ended September 30, 2007 was primarily a result of the Bank’s decision to discontinue selling residential mortgage loans, which gains represented $69,000 of noninterest income in the three months ended September 30, 2006. The increase in the nine months ended September 30, 2007 was a result of the Bank recognizing a pre-tax gain of $874,000 on the sale of its operations center in the second quarter of 2007. This gain was offset by a reduction in service charges and other fee income of $108,000 between comparable nine-month periods, as the Bank modified its fee policies related to customer deposit accounts, and a decrease in other non-interest income of $78,000.
Noninterest Expense. The following table summarizes noninterest expense for the three and nine months ended September 30, 2007 and 2006.
|
| Three Months |
|
|
| Nine Months |
|
|
| ||||||
|
| 2007 |
| 2006 |
| % Change |
| 2007 |
| 2006 |
| % Change |
| ||
|
| (Dollars in thousands) |
| ||||||||||||
Salaries, benefits and other compensation |
| $ | 2,485 |
| $ | 2,206 |
| 12.6 | % | 7,154 |
| 6,535 |
| 9.5 | % |
Occupancy expense |
| 475 |
| 379 |
| 25.3 |
| 1,354 |
| 1,115 |
| 21.4 |
| ||
Furniture and equipment expense |
| 230 |
| 236 |
| (2.5 | ) | 712 |
| 644 |
| 10.6 |
| ||
Data processing costs |
| 388 |
| 374 |
| 3.7 |
| 1,149 |
| 1,090 |
| 5.4 |
| ||
Professional fees |
| 460 |
| 326 |
| 41.1 |
| 1,445 |
| 1,094 |
| 32.1 |
| ||
Marketing expense |
| 152 |
| 199 |
| (23.6 | ) | 449 |
| 440 |
| 2.1 |
| ||
FDIC premiums |
| 20 |
| 71 |
| (71.8 | ) | 62 |
| 725 |
| (91.4 | ) | ||
Contribution to charitable foundation |
| — |
| 1,500 |
| (100.0 | ) | — |
| 1,500 |
| (100.0 | ) | ||
Other |
| 416 |
| 415 |
| 0.2 |
| 1,300 |
| 1,434 |
| (9.3 | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total |
| $ | 4,626 |
| $ | 5,706 |
| (18.9 | )% | 13,625 |
| 14,577 |
| (6.5 | )% |
Noninterest expense decreased by $1.1 million, or 18.9%, and by $952,000, or 6.5%, during the three and nine months ended September 30, 2007, respectively, compared to the same periods in 2006. As previously noted, the comparable 2006 periods included the contribution expense of $1.5 million to the Fox Chase Bank Charitable Foundation. Excluding that contribution, the largest change for the periods presented was an increase in salaries and benefits expense of $279,000, or 12.6%, and $619,000, or 9.5%, respectively for the three and nine months ended September 30, 2007. The increase in the three months ended September 30, 2007 was primarily due to an expense of $68,000 associated with the issuance of awards pursuant to the Company’s 2007 Equity Incentive Plan on August 31, 2007, the adoption of an Employee Stock Ownership Plan (“ESOP”) in September 2006 and general compensation increases. The increase in the nine months ended September 30, 2007 was primarily due to the hiring of a team of experienced commercial lenders and commercial credit staff in the spring of 2006 and the adoption of the ESOP in September 2006. The increase in noninterest expense was also due to: (1) an increase in professional fees of $134,000 and $351,000, respectively, for the three and nine months ended September 30, 2007 which were primarily associated with being a public entity, including compliance with the Sarbanes-Oxley Act, and exploring
23
strategic initiatives, and (2) an increase in occupancy costs of $96,000 and $239,000, respectively for the three and nine months ended September 30, 2007 related to the opening of the Bank’s Marmora, New Jersey branch office in March 2006, the opening of two loan production offices in Media and Exton, Pennsylvania in the second quarter of 2006, and costs associated with the Company’s newly leased operations center in the second quarter of 2007. The Exton loan production office relocated to the Bank’s new branch location in West Chester, Pennsylvania during September 2007.
The increased costs were offset by a decrease in Federal Deposit Insurance Corporation insurance premiums of $51,000 and $663,000 for the three and nine months ended September 30, 2007, respectively, primarily due to the lifting of the Bank’s OTS-imposed Cease and Desist Order on June 28, 2006, as well as a decrease in other expense for the nine-month periods associated with a $232,000 charge taken during the second quarter 2006 related to a write-off of an error for reconciling transactions in our automated teller machines system.
Income Taxes. The income tax provision for the three and nine months ended September 30, 2007 was $90,000 and $424,000, respectively, compared to $365,000 and $273,000 for the three and nine months ended September 30, 2006, respectively. The Company’s effective income tax rate was 16.5% and 26.3% for the three-month periods ended September 30, 2007 and 2006, respectively. The effective tax rate is lower for the three months ended September 30, 2007 as a result of the Company’s tax-exempt income being a higher proportion of pre-tax income than for the same period in 2006. The Company’s effective income tax rate was 20.9% and 14.4% for the nine months ended September 30, 2007 and 2006, respectively. The effective tax rate is higher for the nine months ended September 30, 2007, as the Company recorded a tax benefit in the nine months ended September 30, 2006 when it reduced its tax contingency reserve by $75,000 due to reevaluation of its tax position.
Liquidity and Capital Management
Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of securities and proceeds from the stock offering. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.
The following table presents certain of our contractual obligations as of September 30, 2007 and December 31, 2006.
|
|
|
| Payments Due by period |
| |||||||||||
Contractual Obligations |
| Total |
| Less than |
| One to |
| Three to |
| More Than |
| |||||
|
|
|
| (In thousands) |
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
At September 30, 2007 |
|
|
|
|
|
|
|
|
|
|
| |||||
Operating lease obligations (1) |
| $ | 2,213 |
| $ | 470 |
| $ | 895 |
| $ | 848 |
| $ | — |
|
FHLB advances (2) |
| 35,807 |
| 1,491 |
| 2,976 |
| 31,340 |
| — |
| |||||
Other long-term obligations (3) |
| 3,885 |
| 1,886 |
| 1,999 |
| — |
| — |
| |||||
Total |
| $ | 41,905 |
| $ | 3,847 |
| $ | 5,870 |
| $ | 32,188 |
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
At December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
| |||||
Operating lease obligations (1) |
| $ | 158 |
| $ | 120 |
| $ | 38 |
| $ | — |
| $ | — |
|
FHLB advances (2) |
| 36,922 |
| 1,487 |
| 2,979 |
| 32,456 |
| — |
| |||||
Other long-term obligations (3) |
| 4,995 |
| 1,754 |
| 3,238 |
| 3 |
| — |
| |||||
Total |
| $ | 42,075 |
| $ | 3,361 |
| $ | 6,255 |
| $ | 32,459 |
| $ | — |
|
(1) Represents lease obligations for commercial loan processing offices and the Bank’s operations center.
(2) Represents obligation owed to FHLB and includes anticipated payments of principal and interest.
(3) Represents obligations to the Company’s third party data processing provider.
We regularly adjust our investments in liquid assets based upon our assessment of: (1) expected loan demands; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management policy. We use a variety of measures to assess our liquidity needs, which are provided to our Asset/Liability Management and Pricing Committees on a regular basis. Our policy is to maintain net liquidity of at least 50% of our funding obligations over the next month. Additionally, our policy is to maintain an amount of cash and short-term marketable securities equal to at least 15% of net deposits and liabilities that will mature in one year or less.
24
Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing and investing activities during any given period. At September 30, 2007, cash and cash equivalents totaled $34.0 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $252.2 million at September 30, 2007. In addition, at June 30, 2007, the latest date available, we had the ability to borrow a total of approximately $411.4 million from the Federal Home Loan Bank of Pittsburgh. On September 30, 2007, we had $30.0 million of borrowings outstanding.
At September 30, 2007, we had $80.1 million in loan commitments outstanding, which consisted of $2.2 million of mortgage loan commitments, $20.9 million in unused home equity lines of credit, $1.9 million in consumer loan commitments or lines of credit, $55.1 million in commercial loan commitments and $586,000 in stand-by letters of credit. Certificates of deposit due within one year of September 30, 2007 totaled $223.8 million, or 56.3%, of total certificates of deposit. We believe the large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the current low interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2007. We believe, however, based on past experience that a significant portion of these certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
Our primary investing activities are the origination of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive and to increase core deposit relationships. Occasionally, we offer promotional rates on certain deposit products to attract deposits.
The following table presents our primary investing and financing activities during the periods indicated and does not include loans originated and held for sale.
|
| Nine Months Ended |
| Year Ended |
| ||
Investing activities: |
|
|
|
|
| ||
Loan originations |
| $ | (90,300 | ) | $ | (120,515 | ) |
Other decreases in loans |
| 50,913 |
| 137,512 |
| ||
Loan sales |
| — |
| 4,000 |
| ||
Loan participation purchases |
| (27,614 | ) | (4,788 | ) | ||
Security purchases |
| (87,413 | ) | (60,207 | ) | ||
Security sales |
| 108 |
| 17,205 |
| ||
Security maturities, calls and principal repayments |
| 64,346 |
| 145,471 |
| ||
Financing activities: |
|
|
|
|
| ||
Decrease in deposits |
| (11,940 | ) | (85,773 | ) | ||
Proceeds from stock issuance, net of conversion costs |
| — |
| 62,348 |
| ||
Acquisition of stock to fund equity incentive plan |
| (1,374 | ) | — |
| ||
Capital Management. The Bank is subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At September 30, 2007, the Bank exceeded all of regulatory capital requirements and was considered a “well capitalized” institution under regulatory guidelines.
25
The following table presents the Bank’s capital ratios and the minimum capital requirements to be considered “well capitalized” by the OTS as of September 30, 2007 and December 31, 2006:
|
| Ratio |
| Minimum |
|
September 30, 2007: |
|
|
|
|
|
Tier 1 capital (to adjusted assets) |
| 12.98 | % | ≥ 5.0 | % |
Tier 1 capital (to risk-weighted assets) |
| 23.30 | % | ≥ 6.0 | % |
Total risk-based capital (to risk-weighted assets) |
| 24.06 | % | ≥ 10.0 | % |
|
|
|
|
|
|
December 31, 2006: |
|
|
|
|
|
Tier 1 capital (to adjusted assets) |
| 12.49 | % | ≥ 5.0 | % |
Tier 1 capital (to risk-weighted assets) |
| 26.79 | % | ≥ 6.0 | % |
Total risk-based capital (to risk-weighted assets) |
| 27.62 | % | ≥ 10.0 | % |
As a result of Fox Chase Bancorp’s initial public stock offering, the Bank’s capital was increased by $30.0 million in September 2006. The remaining proceeds of the offering were retained by Fox Chase Bancorp to be used for general corporate purposes. The capital ratios above reflect this infusion of capital.
The capital from the offering significantly increased our liquidity and capital resources. Over time, this initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. The Company’s financial condition and results of operations have been enhanced by the capital from the offering, resulting in increased net interest-earning assets. However, the large increase in equity resulting from the capital raised in the offering has had an adverse impact on our return on equity. The Company may use capital management tools such as cash dividends and share repurchases.
The Company received stockholder approval for its long-term equity incentive plan at its annual meeting of stockholders held on May 22, 2007. On August 31, 2007, certain officers, employees and outside directors were granted in aggregate 521,800 non-statutory stock options and 203,900 shares of restricted stock.
During September 2007, the Company established a trust to purchase up to 287,500 shares of common stock in the open market to fund restricted stock awards under the Company’s equity incentive plan. The 287,500 shares were purchased by the trust at an average price of $13.02 between September 14, 2007 and October 12, 2007.
Off-Balance Sheet Arrangements
In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, letters of credit and lines of credit.
As of September 30, 2007, the Company had an interest rate swap with a notional amount of $1.2 million. The Company is receiving variable rate payments of three-month Libor plus 2.24% and paying fixed-rate payments of 7.43%. The swap matures on March 31, 2022. The hedged item is a commercial real estate loan, which has a fixed payment rate of 7.43% and matures on the same date. The swap had a fair value loss position of $13,000 at September 30, 2007.
For the nine months ended September 30, 2007, with the exception of the aforementioned commitments and swap arrangements, the Company did not engage in any additional off-balance sheet transactions reasonably likely to have a material effect on the Company’s financial condition, results of operation or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There has not been any material change to the market risk disclosure from that contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
26
Item 4. Controls and Procedures
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
During the three months ended September 30, 2007, the Company discovered an accounting error, as a computer program did not respond as anticipated, when changes as to the method of interest accrual was entered on certain loans. To ensure that such error does not occur in the future, the Company has added another step to its controls and procedures process. Based on this review and change, management believes that its controls and procedures are effective. The result of the error was that $64,000 of additional interest income that should have been recorded in the three months ended March 31, 2007 ($42,000 after-tax) was recorded in the three months ended September 30, 2007. The Company has determined that the amount involved was immaterial to the related periods.
Accordingly and based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.
On April 28, 2006, Gregory S. Cipa, the former President and Chief Executive Officer of Fox Chase Bank, filed a complaint against Fox Chase Bank in the Civil Division of the Court of Common Pleas of Bucks County, Pennsylvania. In May 2006, Fox Chase Bank moved the case to federal court, answered the complaint and filed a counterclaim. In November 2006, Mr. Cipa amended his complaint to allege that Fox Chase Bank breached its contract with him and violated its state statutory obligations by failing to pay Mr. Cipa certain employment benefits which he claims to have earned while serving as the President and Chief Executive Officer of Fox Chase Bank. Mr. Cipa seeks monetary damages in excess of $900,000 and the payment of litigation costs. The parties completed discovery and filed motions for summary judgment in March 2007. On September 20, 2007, the judge denied all motions and summary judgments and scheduled a status hearing. At the status hearing, the judge scheduled settlement discussions and ordered that the trial be scheduled for January 17, 2008. Fox Chase Bank believes this action is without merit and intends to vigorously pursue its defenses.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. As of September 30, 2007, the risk factors of the Company have not changed materially from those reported in the Company’s Annual Report on Form 10-K. However, the risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
27
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Not applicable.
3.1 |
| Charter of Fox Chase Bancorp, Inc. (1) |
3.2 |
| Bylaws of Fox Chase Bancorp, Inc. (2) |
4.1 |
| Stock Certificate of Fox Chase Bancorp, Inc. (1) |
10.1 |
| Retention Incentive Agreement by and between Fox Chase Bank and James V. Schermerhorn |
31.1 |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
31.2 |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
32.0 |
| Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
(1) | Incorporated by reference to this document from the exhibits to the Company’s Registration Statement on Form S-1 |
|
|
(2) | Incorporated by reference to this document from the Form 8-K as filed with the Securities and Exchange Commission on October 24, 2007. |
28
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. | |
|
|
|
Dated: November 9, 2007 | By: | /s/ Thomas M. Petro |
|
| Thomas M. Petro |
|
| President and Chief Executive Officer |
|
| (principal executive officer) |
|
|
|
Dated: November 9, 2007 | By: | /s/ Jerry D. Holbrook |
|
| Jerry D. Holbrook |
|
| Chief Financial Officer and Secretary |
|
| (principal financial officer) |