SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 2005
- or -
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-24168
TF FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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74-2705050 |
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(State or Other Jurisdiction of Incorporation |
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(I.R.S. Employer Identification No.) |
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3 Penns Trail, Newtown, Pennsylvania |
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18940 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (215) 579-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer as defined in Exchange Act Rule 12b-2. YES o NO ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: May 6, 2005
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Class |
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Outstanding |
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$.10 par value common stock |
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2,952,473 shares |
CONTENTS
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PART I-CONSOLIDATED FINANCIAL INFORMATION |
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Management’s Discussion and Analysis of Financial Position and Results of Operations |
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Exhibits |
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31. Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32. Certification pursuant of Section 906 of the Sarbanes-Oxley Act of 2002 |
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2
TF Financial Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
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Unaudited |
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Audited |
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(in thousands) |
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ASSETS |
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Cash and cash equivalents |
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$ |
4,674 |
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$ |
7,900 |
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Certificates of deposit in other financial institutions |
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38 |
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38 |
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Investment securities available for sale—at fair value |
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20,202 |
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17,625 |
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Investment securities held to maturity (fair value of $7,100 and $7,188 respectively) |
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7,010 |
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7,027 |
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Mortgage-backed securities available for sale—at fair value |
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103,534 |
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103,610 |
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Mortgage-backed securities held to maturity (fair value of $14,453 and $15,546, respectively) |
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13,991 |
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14,900 |
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Loans receivable, net (including loans held for sale of $189 and $680, respectively) |
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454,412 |
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442,195 |
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Federal Home Loan Bank stock—at cost |
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7,711 |
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7,460 |
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Accrued interest receivable |
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2,451 |
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2,500 |
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Premises and equipment, net |
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6,045 |
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5,963 |
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Core deposit intangible asset, net of accumulated amortization of $2,645 and $2,611, respectively |
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179 |
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213 |
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Goodwill |
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4,324 |
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4,324 |
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Other assets |
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15,940 |
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15,211 |
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TOTAL ASSETS |
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$ |
640,511 |
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$ |
628,966 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Liabilities |
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Deposits |
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$ |
454,871 |
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$ |
459,903 |
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Advances from the Federal Home Loan Bank |
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119,361 |
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102,747 |
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Advances from borrowers for taxes and insurance |
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1,703 |
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1,778 |
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Accrued interest payable |
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2,196 |
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1,638 |
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Other liabilities |
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1,513 |
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1,745 |
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Total liabilities |
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579,644 |
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567,811 |
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Stockholders’ equity |
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Preferred stock, no par value; 2,000,000 shares authorized at March 31, 2005 and December 31, 2004, none issued |
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— |
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— |
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Common stock, $0.10 par value; 10,000,000 shares authorized, 5,290,000 shares issued, 2,752,976 and 2,742,345 shares outstanding at March 31, 2005 and December 31, 2004, respectively, net of shares in treasury 2,339,537 and 2,345,746 respectively |
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529 |
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529 |
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Retained earnings |
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58,411 |
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57,428 |
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Additional paid-in capital |
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51,650 |
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51,675 |
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Unearned ESOP shares |
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(1,975 |
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(2,019 |
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Treasury stock—at cost |
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(46,264 |
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(46,081 |
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Accumulated other comprehensive loss |
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(1,484 |
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(377 |
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Total stockholders’ equity |
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60,867 |
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61,155 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
640,511 |
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$ |
628,966 |
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The accompanying notes are an integral part of these statements
3
TF Financial Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the three months ended |
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2005 |
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2004 |
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Interest income |
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Loans, including fees |
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$ |
6,471 |
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$ |
5,990 |
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Mortgage-backed securities |
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1,303 |
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1,457 |
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Investment securities |
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313 |
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280 |
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Interest-bearing deposits and other |
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10 |
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3 |
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TOTAL INTEREST INCOME |
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8,097 |
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7,730 |
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Interest expense |
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Deposits |
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1,536 |
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1,506 |
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Borrowings |
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931 |
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646 |
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