-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Meagyzn/yUHN53LvnmJvd9v2bObp/DVgIoVVkkgRY20iZMD1xOEBqczOTHf7Lpz6 XqFXfVy+DyAxMZejOdinRg== 0000946275-01-000174.txt : 20010329 0000946275-01-000174.hdr.sgml : 20010329 ACCESSION NUMBER: 0000946275-01-000174 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TF FINANCIAL CORP CENTRAL INDEX KEY: 0000921051 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742705050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-24168 FILM NUMBER: 1582185 BUSINESS ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 2155794000 MAIL ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 10-K405 1 0001.txt FORM 10-K405 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 ------------------------------------------------------ - or - [ ] 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) Delaware 74-2705050 - ------------------------------------------------ ----------------------------- (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 3 Penns Trail, Newtown, Pennsylvania 18940 - ----------------------------------------------- ------------------------------ (Address of Principal Executive Offices) (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 X NO --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting common equity held by non-affiliates of the registrant, based on the average bid and asked prices of the registrant's Common Stock as quoted on the Nasdaq System on March 19, 2001, was $34.751 million (2,066,956 shares at $16.8125 per share). As of March 19, 2001 there were outstanding 2,787,638 shares of the registrant's Common Stock. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of the Annual Report to Stockholders for the Fiscal Year Ended December 31, 2000. (Parts I, II and IV) 2. Portions of the Proxy Statement for the 2001 Annual Meeting of Stockholders. (Part III) PART I TF FINANCIAL CORPORATION (THE "COMPANY") MAY FROM TIME TO TIME MAKE WRITTEN OR ORAL "FORWARD-LOOKING STATEMENTS", INCLUDING STATEMENTS CONTAINED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THIS ANNUAL REPORT ON FORM 10-K AND THE EXHIBITS THERETO), IN ITS REPORTS TO STOCKHOLDERS AND IN OTHER COMMUNICATIONS BY THE COMPANY, WHICH ARE MADE IN GOOD FAITH BY THE COMPANY PURSUANT TO THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS, ESTIMATES AND INTENTIONS, THAT ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS (SOME OF WHICH ARE BEYOND THE COMPANY'S CONTROL). THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE THE COMPANY'S FINANCIAL PERFORMANCE TO DIFFER MATERIALLY FROM THE PLANS, OBJECTIVES, EXPECTATIONS, ESTIMATES AND INTENTIONS EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS: THE STRENGTH OF THE UNITED STATES ECONOMY IN GENERAL AND THE STRENGTH OF THE LOCAL ECONOMIES IN WHICH THE COMPANY CONDUCTS OPERATIONS; THE EFFECTS OF, AND CHANGES IN, TRADE, MONETARY AND FISCAL POLICIES AND LAWS, INCLUDING INTEREST RATE POLICIES OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, INFLATION, INTEREST RATES, MARKET AND MONETARY FLUCTUATIONS; THE TIMELY DEVELOPMENT OF AND ACCEPTANCE OF NEW PRODUCTS AND SERVICES OF THE COMPANY AND THE PERCEIVED OVERALL VALUE OF THESE PRODUCTS AND SERVICES BY USERS, INCLUDING THE FEATURES, PRICING AND QUALITY COMPARED TO COMPETITORS' PRODUCTS AND SERVICES; THE IMPACT OF CHANGES IN FINANCIAL SERVICES' LAWS AND REGULATIONS (INCLUDING LAWS CONCERNING TAXES, BANKING, SECURITIES AND INSURANCE); TECHNOLOGICAL CHANGES; ACQUISITIONS; CHANGES IN CONSUMER SPENDING AND SAVING HABITS; AND THE SUCCESS OF THE COMPANY AT MANAGING THE RISKS INVOLVED IN THE FOREGOING. THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF IMPORTANT FACTORS IS NOT EXCLUSIVE. THE COMPANY DOES NOT UNDERTAKE TO UPDATE ANY FORWARD-LOOKING STATEMENT, WHETHER WRITTEN OR ORAL, THAT MAY BE MADE FROM TIME TO TIME BY OR ON BEHALF OF THE COMPANY. Item 1. Business - ----------------- BUSINESS OF THE COMPANY On July 13, 1994, the Company consummated its public offering for 5,290,000 shares of its common stock and acquired Third Federal Savings Bank (the "Bank") as part of the Bank's mutual-to-stock conversion. The Company was incorporated under Delaware law in March 1994. The Company is a savings and loan holding company and is subject to regulation by the Office of Thrift Supervision (the "OTS"), the Federal Deposit Insurance Corporation (the "FDIC") and the Securities and Exchange Commission (the "SEC"). The Company does not transact any material business other than through its direct and indirect subsidiaries: Third Federal Savings Bank, TF Investments Corporation, Teragon Financial Corporation, Penns Trail Development Corporation and Third Delaware Corporation. At December 31, 2000, the 1 Company had total assets of $723 million, total liabilities of $670 million and stockholders' equity of $53 million. BUSINESS OF THE BANK The Bank is a federally-chartered stock savings bank, which was originally chartered in 1921 as a Pennsylvania-chartered building and loan association. The Bank's deposits are insured up to the maximum amount allowable by the FDIC. The Bank is a community oriented savings institution offering a variety of financial services to meet the needs of the communities it serves. As of December 31, 2000 the Bank operated fifteen branch offices in Bucks and Philadelphia counties, Pennsylvania and in Mercer County, New Jersey, including a new office opened in Bucks County, Pennsylvania during the first quarter of 2000, which replaced a smaller branch facility located in the building housing the Corporation's administrative offices. At the end of January 2001, the Bank closed its Princeton, New Jersey branch and will service its customers from the nearby branch located in Lawrenceville, New Jersey. The Bank attracts deposits from the general public and uses such deposits, together with borrowings and other funds primarily to originate or purchase loans secured by first mortgages on owner-occupied, one- to four-family residences in its market area and to invest in mortgage-backed and investment securities. At December 31, 2000, one- to four-family residential mortgage loans totaled $211 million or 58% of the Bank's total loan portfolio. At that same date, the Bank had approximately $233 million or 32% of total assets invested in mortgage-backed securities and $82 million or 11% of total assets in investment securities. To a lesser extent, the Bank also originates commercial real estate and multi-family, construction and consumer loans. The Bank has one subsidiary, Third Delaware Corporation, which was incorporated in 1998 for the purpose of holding and managing investment securities for the Bank. Market Area The Bank operates five offices in Philadelphia County and six offices in Bucks County, Pennsylvania. These two counties cover the city of Philadelphia and the northeast suburbs of Philadelphia. The population of these two counties totals over 2.1 million. The Bank also operates three branch offices in Mercer County, New Jersey. The population of Bucks and Mercer Counties has experienced distinctly different economic and demographic trends over recent decades. Whereas Philadelphia County has experienced a population decline and has offered limited opportunities, Bucks and Mercer Counties, with growing populations, have offered the Bank much greater opportunities. 2 Competition The Bank faces varying degrees of competition from local thrifts and credit unions at its various branch locations. Stronger competition has come from local and much larger regional banks based in and around the Philadelphia area. Commercial banks hold approximately 80% of the deposit market in Philadelphia County, 68% in Bucks County and 66% in Mercer County. The Bank's share of the deposit market in Philadelphia, Bucks and Mercer Counties is very small, at .70%, 1.74% and 1.23%, respectively. Lending Activities General. The Bank's loan portfolio composition consists primarily of conventional adjustable-rate ("ARM") and fixed-rate first mortgage loans secured by one- to four-family residences. The Bank also makes commercial real estate and multi-family loans, construction loans and consumer and other loans. At December 31, 2000, the Bank's mortgage loans outstanding were $302 million, of which $211 million were one- to four-family residential mortgage loans. Of the one- to four-family residential mortgage loans outstanding at that date, 17% were ARM's and 83% were fixed-rate loans. Total ARM mortgage loans in the Bank's portfolio at December 31, 2000, amounted to $37 million or 12% of total mortgage loans. At that same date, commercial real estate and multi-family residential and construction loans totaled $77 million and $14 million, respectively. Consumer and other loans held by the Bank totaled $62 million or 17% of total loans outstanding at December 31, 2000, of which $21 million or 6% consisted of home equity and second mortgages. At that same date commercial business loans, leases and other loans totaled $14 million, $3million and $14 million, respectively. 3 The following table sets forth the composition of the Bank's loan portfolio and mortgage-backed and related securities portfolios in dollar amounts and in percentages of the respective portfolios at the dates indicated.
At December 31, ----------------------------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ------------------ ------------------ ----------------- ------------------- ---------------- Percent Percent Percent Percent Percent Amount of Total Amount of Total Amount of Total Amount of Total Amount of Total ------ -------- ------ -------- ------ -------- ------ -------- ------ -------- (Dollars in thousands) Mortgage loans: One- to four-family $211,065 57.90% $168,057 58.00% $152,819 62.93% $198,328 78.43% $265,618 85.16% Commercial real estate and multi-family 77,486 21.26 65,346 22.55 55,208 22.73 26,653 10.54 20,427 6.55 Construction 13,950 3.82 12,074 4.16 5,352 2.20 5,052 2.00 4,720 1.51 ------- ------ ------- ----- ------- ------ ------- ----- ------- ------ Total mortgage loans 302,501 82.98 245,477 84.71 213,379 87.86 230,033 90.97 290,765 93.22 Consumer and other loans: Home equity and second mortgage 20,887 5.73 16,816 5.81 12,995 5.35 12,147 4.80 9,661 3.10 Commercial business 14,630 4.02 9,339 3.22 6,666 2.74 2,798 1.11 3,126 1.00 Leases 3,493 0.96 3,195 1.10 2,305 0.95 1,671 0.66 3,093 0.99 Other 23,006 6.31 14,945 5.16 7,521 3.10 6,230 2.46 5,261 1.69 ------- ------ ------- ------ ------- ------ ------- ----- ------- ------ Total consumer and other loans 62,016 17.02 44,295 15.29 29,487 12.14 22,846 9.03 21,141 6.78 ------- ------ ------- ------ ------- ------ ------- ----- ------- ------ Total loans 364,517 100.00% 289,772 100.00% 242,866 100.00% 252,879 100.00% 311,906 100.00% ======= ====== ======= ====== ======= ====== ======= ====== ======= ====== Less: Unearned discount, premium, deferred loan fees, net 997 124 116 139 530 Allowance for loan losses 1,714 1,917 1,909 2,029 1,806 ------- ------- ------- ------- ------- Total loans, net $361,806 $287,979 $240,841 $250,711 $309,570 ======= ======= ======= ======= ======= Mortgage-backed securities held-to-maturity: FHLMC $ 45,971 34.03% $ 52,625 32.91% $ 47,239 26.10% $ 76,523 53.12% $ 90,016 58.54% FNMA 20,756 15.36 24,983 15.63 12,726 7.03 22,927 15.91 27,547 17.92 GNMA 41,090 30.41 46,651 29.18 56,318 31.12 7,483 5.19 6,043 3.93 Real estate investment mortgage conduit 27,043 20.02 35,271 22.06 64,180 35.47 36,389 25.26 29,220 19.00 Other mortgage-backed securities 282 0.18 358 0.22 501 0.28 752 0.52 932 0.61 ------- ------ ------- ------ ------- ------ ------- ------ -------- ------ Total mortgage-backed and related securities held-to-maturity $135,142 100.00% $159,888 100.00% $180,964 100.00% $144,074 100.00% $153,758 100.00% ======= ====== ======= ====== ======= ====== ======= ====== ======= ====== Mortgage-backed securities available-for-sale: FHLMC $ 1,431 1.46% $ 7,233 5.46% $ 13,214 17.55% $ 19,223 52.17% $ 8,905 40.43% FNMA 25,679 26.23 27,963 21.10 32,178 42.74 7,863 21.34 3,240 14.71 GNMA 7,561 7.72 8,338 6.29 10,284 13.66 -- -- Real estate investment mortgage conduit 63,243 64.59 88,981 67.15 19,609 26.05 9,761 26.49 9,882 44.86 ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ Total $ 97,914 100.00% $132,515 100.00% $ 75,285 100.00% $ 36,847 100.00% $ 22,027 100.00% ======= ====== ======= ====== ======= ====== ======= ====== ======= ======
4 Loan Maturity and Repricing Information. The following table sets forth certain information at December 31, 2000, regarding the dollar amount of loans maturing in the Bank's loan and mortgage-backed securities portfolios based on their maturity date. Demand loans, loans having no stated schedule of repayments and no stated maturity, overdrafts and delinquent loans maturing prior to December 31, 2001, are reported as due in one year or less. The table does not include prepayments or scheduled principal repayments. Due 1/1/01 Due 1/1/02 Due After 12/31/01 12/31/05 1/1/06 ---------- ---------- --------- (In thousands) Available for sale: Mortgage-backed securities $ -- $ 838 $ 97,076 Held to Maturity: One-to-four family $ 553 $ 4,384 $ 206,128 Commercial real estate and multi-family 420 18,189 58,877 Construction 13,208 742 -- Consumer and other 8,863 30,327 22,826 ---------- ---------- ---------- Total loans receivable 23,044 53,642 287,831 Mortgage-backed securities 617 1,668 132,857 ---------- ---------- ---------- Totals $ 23,661 $ 56,148 $ 517,764 ========== ========== ========== The following table sets forth the dollar amount of all loans and mortgage-backed securities due after December 31, 2001, which have predetermined interest rates and which have floating or adjustable interest rates. Predetermined Floating or Rates Adjustable Rate ------------- --------------- (In thousands) Available for sale: Mortgage-backed securities $ 97,914 $ -- --------- -------- Totals $ 97,914 $ -- ========= ======== Held to Maturity: One-to-four family $ 174,310 $ 36,755 Commercial real estate and multi-family 26,764 50,722 Construction 1,198 12,752 Consumer and other 46,878 15,138 --------- -------- Total loans receivable 249,150 115,367 Mortgage-backed securities 134,974 168 --------- -------- Totals $ 482,038 $ 115,535 ========= ======== One- to Four-Family Mortgage Loans. The Bank offers first mortgage loans secured by one- to four-family residences in the Bank's lending area. Typically, such residences are single-family homes that serve as the primary residence of the owner. The Bank generally originates and invests in one- to four-family residential mortgage loans in amounts up to 80% of the lesser of the appraised 5 value or selling price of the mortgaged property. Loans originated in amounts over 80% of the lesser of the appraised value or selling price of the mortgaged property, other than loans to facilitate the sale of real estate acquired through foreclosure, must be owner-occupied and private mortgage insurance must be provided on the amount in excess of 80%. Loan originations are generally obtained from existing or past customers, members of the local community, and referrals from established builders and realtors within the Bank's lending area. Mortgage loans originated and held by the Bank in its portfolio generally include due-on sale clauses which provide the Bank with the contractual right to deem the loan immediately due and payable in the event that the borrower transfers ownership of the property without the Bank's consent. At December 31, 2000, 58% of mortgage loans consisted of one- to four-family residential loans, of which 17% were ARM loans. The Bank offers a variety of ARM loans with terms of 30 years which adjust at the end of 6 months, one, three, five, seven and ten years and adjust by a maximum of 1 to 2 % per adjustment with a lifetime cap of 5 to 6% over the life of the loan. The ARM loans acquired as a result of the Doylestown merger adjust at the end of one or three years and adjust by a maximum of 2.00% per adjustment with a lifetime cap of 5.00% over the life of the loan. The Bank offers fixed-rate mortgage loans with terms of 10 to 30 years, which are payable monthly. Interest rates charged on fixed-rate mortgage loans are competitively priced based on market conditions and the Bank's cost of funds. The origination fees for fixed-rate loans range from 0% to 3% depending on the underlying loan coupon. Generally, the Bank's standard underwriting guideline for fixed-rate mortgage loans conform to the FHLMC and FNMA guidelines and may be sold in the secondary market. While it does not presently do so, the Bank has in the past sold a portion of its conforming fixed-rate mortgage loans in the secondary market to federal agencies while retaining the servicing rights certain loans. The Bank, however, is primarily a portfolio lender. As of December 31, 2000, the Bank's portfolio of loans serviced for others totaled approximately $9.2 million. Commercial Real Estate and Multi-Family Loans. The Bank has historically originated a limited number of loans secured by commercial real estate including non-owner occupied residential multi-family dwelling units (more than four units) primarily secured by professional office buildings and apartment complexes. The Bank generally originates commercial real estate and multi-family loans up to 75% of the appraised value of the property securing the loan. Currently, it is the Bank's philosophy to originate commercial real estate and multi-family loans only to borrowers known to the Bank and on properties in its market area. The commercial real estate and multi-family loans in the Bank's portfolio consist of fixed-rate, ARM and balloon loans which were originated at prevailing market rates for terms of up to 25 years. The Bank's current policy is to originate commercial real estate and multi-family loans as ARM's that are generally amortized over a period of 20 years or as balloon loans which generally have terms of 5 to 10 years, with 20-25 year amortizations. Loans secured by commercial and multi-family real estate are generally larger and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in commercial and multi-family real estate lending is the borrower's creditworthiness and the feasibility and cash flow potential of the project. Loans secured by income properties are generally larger and involve 6 greater risks than residential mortgage loans because payments on loans secured by income properties are often dependent on successful operation or management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. In order to monitor cash flows on income properties, the Bank requires borrowers and loan guarantors, if any, to provide annual financial statements and rent rolls on multi-family loans. At December 31, 2000, the five largest commercial real estate and multi-family loans totaled $14.4 million with no single loan larger than $4.2 million. At December 31, 2000, all such loans were current and the properties securing such loans are in the Bank's market area. Construction Loans. At December 31, 2000, the Bank had $14.0 million of construction loans or 4% of the Bank's total loan portfolio. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property's value at completion of construction or development and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, the Bank may be required to advance funds beyond the amount originally committed to permit completion of the development. If the estimate of value proves to be inaccurate, the Bank may be confronted, at or prior to the maturity of the loan, with a project having a value which is insufficient to assure full repayment. Consumer and Other Loans. The Bank also offers consumer and other loans in the form of home equity and second mortgage loans (referred to hereinafter collectively as "second mortgage loans"), commercial business loans, automobile loans and student loans. These loans totaled $62 million or 17% of the Bank's total loan portfolio at December 31, 2000. Federal regulations permit federally chartered thrift institutions to make secured and unsecured consumer loans up to 35% of an institution's assets. In addition, a federal thrift has lending authority above the 35% category for certain consumer loans, property improvement loans, and loans secured by savings accounts. The Bank originates consumer loans in order to provide a wide range of financial services to its customers and because the shorter terms and normally higher interest rates on such loans help maintain a profitable spread between its average loan yield and its cost of funds. In connection with consumer loan applications, the Bank verifies the borrower's income and reviews a credit bureau report. In addition, the relationship of the loan to the value of the collateral is considered. All automobile loan applications are reviewed and approved by the Bank. The Bank reviews the credit report of the borrower as well as the value of the unit which secures the loan. The Bank intends to continue to emphasize the origination of consumer loans. Consumer loans tend to be originated at higher interest rates than conventional residential mortgage loans and for shorter terms which benefits the Bank's interest rate risk management. Consumer loans, however, tend to have a higher risk of default than residential mortgage loans. At December 31, 2000, $304,000, or 0.5%, of the Bank's consumer loans were delinquent more than 90 days. Federal thrift institutions are permitted to make secured or unsecured loans for commercial, corporate, business or agricultural purposes, including the issuance of letters of credit secured by real estate, business equipment, inventories, accounts receivable and cash equivalents. The aggregate amount of such loans outstanding may not exceed 10% of such institution's assets. The Bank offers second mortgage loans on one- to four-family residences. At December 31, 2000, second mortgage and home equity loans totaled $21 million, or 6% of the Bank's total loan portfolio. 7 Second mortgage loans are offered as fixed-rate loans for a term not to exceed 15 years. Such loans are only made on owner-occupied one- to four-family residences and are subject to a 75% combined loan to value ratio. The underwriting standards for second mortgage loans are the same as the Bank's standards applicable to one- to four-family residential loans. The Bank makes commercial business loans on a secured basis and generally requires additional collateral consisting of real estate. The terms of such loans generally do not exceed five years. The majority of these loans have floating interest rates which adjust with changes in market driven indices. The Bank's commercial business loans primarily consist of short-term loans for equipment, working capital, business expansion and inventory financing. The Bank customarily requires a personal guaranty of payment by the principals of any borrowing entity and reviews the financial statements and income tax returns of the guarantors. At December 31, 2000, the Bank had approximately $15 million outstanding in commercial business loans, which represented approximately 4% of its total loan portfolio. Loan Approval Authority and Underwriting. The Board of Directors sets the authority to approve loans based on the amount, type of loan (i.e., secured or unsecured) and total exposure to the borrower. Where there are one or more existing loans to a borrower, the level of approval required is governed by the proposed total exposure including the new loan. A Lending Vice President may approve a secured loan up to $100,000 and an unsecured loan up to $25,000 individually. Each In-House Loan Committee member may approve a secured loan up to $500,000 and an unsecured loan up to $50,000. Any two In-House Loan Committee members may combine their secured lending authority up to $1.0 million. A majority of the In-House Loan Committee members may approve a secured loan up to $2.5 million and an unsecured loan up to $200,000. Generally, all loans over $2.5 million, or loans that cause the proposed total exposure to exceed $2.5 million, require approval by the Board Loan Committee. One- to four-family residential mortgage loans are generally underwritten according to FHLMC and FNMA guidelines. For all loans originated by the Bank, upon receipt of a completed loan application from a prospective borrower, a credit report is ordered, income and certain other information is verified and, if necessary, additional financial information is requested. An appraisal of the real estate intended to secure the proposed loan is required which currently is performed by an independent appraiser designated and approved by the Bank. The Bank makes construction/permanent loans on individual properties. Funds advanced during the construction phase are held in a loan-in-process account and disbursed based upon various stages of completion. The independent appraiser or loan officer determines the stage of completion based upon its physical inspection of the construction. It is the Bank's policy to obtain title insurance or a title opinion on all real estate first mortgage loans. Borrowers must also obtain hazard or flood insurance (for loans on property located in a flood zone) prior to closing the loan. For loans in excess of 80% of the loan to value ratio, borrowers are generally required to advance funds on a monthly basis together with each payment of principal and interest to an escrow account from which the Bank makes disbursements for items such as real estate taxes and hazard insurance premiums. Loans to one Borrower. Current regulations limit loans to one borrower in an amount equal to 15% of unimpaired capital and retained income on an unsecured basis and an additional amount equal to 10% of unimpaired capital and retained income if the loan is secured by readily marketable collateral (generally, financial instruments, not real estate) or $500,000, whichever is higher. Penalties for violations of the loan-to-one borrower statutory and regulatory restrictions include cease and desist orders, the imposition of a supervisory agreement and civil money penalties. The Bank's maximum loan-to-one borrower limit was approximately $7 million as of December 31, 2000. 8 At December 31, 2000, the Bank's five largest aggregate lending relationships had balances ranging from $5 to $6 million. At December 31, 2000, all of these loans were current. Mortgage-Backed Securities To supplement lending activities, the Bank invests in residential mortgage-backed securities. Although the majority of such securities are held to maturity, they can serve as collateral for borrowings and, through repayments, as a source of liquidity. The mortgage-backed securities portfolio as of December 31, 2000, consisted of certificates issued by the Federal Home Loan Mortgage Corporation ("FHLMC") ($47.4 million), Government National Mortgage Association ("GNMA"), ($48.7 million) Federal National Mortgage Association ("FNMA") ($46.4 million), real estate mortgage investment conduits ("REMICs") ($90.3 million), and other mortgage-backed securities ($282,000). At December 31, 2000, the carrying value of mortgage-backed securities totaled $233.1 million, or 32% of total assets. The market value of such securities totaled approximately $231.4 million at December 31, 2000. Mortgage-backed securities represent a participation interest in a pool of single-family or multi-family mortgages, the principal and interest payments on which are passed from the mortgage originators, through intermediaries (generally quasi-governmental agencies) that pool and repackage the participation interests in the form of securities, to investors such as the Bank. Such quasi-governmental agencies, which guarantee the payment of principal and interest to investors, primarily include FHLMC, FNMA and GNMA. The following table sets forth the carrying value of the Bank's mortgage-backed securities held in portfolio at the dates indicated. At December 31, ------------------------------------- 2000 1999 1998 ---- ---- ---- (In thousands) Held to maturity: GNMA-fixed rate $41,090 $ 46,651 $56,318 FHLMC ARMs 168 218 269 FHLMC-fixed rate 45,803 52,407 46,970 FNMA-fixed rate 20,756 24,983 12,726 Remics 27,043 35,271 64,180 Other mortgage-backed securities 282 358 501 ------- ------- ------- Total mortgage-backed securities $135,142 $159,888 $180,964 ======= ======= ======= Mortgage-backed securities Available-for-sale: FHLMC $ 1,431 $ 7,233 $ 13,214 FNMA 25,679 27,963 32,178 GNMA 7,561 8,338 10,284 Remics 63,243 88,981 19,609 ------- ------- ------- Total mortgage-backed securities available-for-sale $ 97,914 $132,515 $ 75,285 ======= ======= ======= 9 Mortgage-Backed Securities Maturity. The following table sets forth the maturity and the weighted average coupon ("WAC") of the Bank's mortgage-backed securities portfolio at December 31, 2000. The table does not include estimated prepayments. Adjustable-rate mortgage-backed securities are shown as maturing based on contractual maturities. Contractual Contractural Available Held to -For-Sale Maturities Due WAC Maturities Due WAC --------------- ---- -------------- ----- (Dollars in thousands) Less than 1 year $ 617 6.76% $ -- --% 1 to 3 years 1,031 7.03 161 6.91 3 to 5 years 636 8.03 677 6.47 5 to 10 years 12,845 7.41 9,525 6.89 10 to 20 years 13,372 6.82 31,295 6.06 Over 20 years 106,641 6.72 56,256 6.41 ------- ---- -------- ---- Total mortgage-backed $ 135,142 6.81% $ 97,914 6.35% securities ======= ==== ======== ==== Non-Performing and Problem Assets Loan Collection. When a borrower fails to make a required payment on a loan, the Bank takes a number of steps to have the borrower cure the delinquency and restore the loan to current status. In the case of residential mortgage loans and consumer loans, the Bank generally sends the borrower a written notice of non-payment after the loan is 15 days past due. In the event payment is not then received, additional letters and phone calls are made. If the loan is still not brought current and it becomes necessary for the Bank to take legal action, which typically occurs after a loan is delinquent more than 90 days, the Bank will commence foreclosure proceedings against any real property that secures the loan and attempt to repossess any personal property that secures a consumer loan. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. In the case of commercial real estate and multi-family loans, and construction loans, the Bank generally attempts to contact the borrower by telephone after any loan payment is ten days past due and a senior loan officer reviews all collection efforts made if payment is not received after the loan is 30 days past due. Decisions as to when to commence foreclosure actions for commercial real estate and multi-family loans and construction loans are made on a case by case basis. The Bank may consider loan work-out arrangements with these types of borrowers in certain circumstances. On mortgage loans or loan participations purchased by the Bank, the Bank receives monthly reports from its loan servicers with which it monitors the loan portfolio. Based upon servicing agreements with the servicers of the loan, the Bank relies upon the servicer to contact delinquent borrowers, collect delinquent amounts and to initiate foreclosure proceedings, when necessary, all in accordance with applicable laws, regulations and the terms of the servicing agreements between the Bank and its servicing agents. Delinquent Loans. Generally, the Bank reserves for uncollected interest on loans past due more than 90 days; these loans are included in the table of nonaccrual loans below. Loans also are placed on a nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further collection. When a loan is placed on nonaccrual status, 10 previously accrued but unpaid interest is deducted from interest income and the further accrual of interest ceases unless the underlying facts that prompted a nonaccrual determination are deemed to have improved significantly. Non-Performing Assets. The following table sets forth information regarding non-accrual loans and real estate owned by the Bank at the dates indicated. The Bank had no loans contractually past due more than 90 days for which accrued interest has been recorded. At December 31, 2000, the Bank had no significant impaired loans within the meaning of SFAS No. 114 and SFAS No. 118.
At December 31, --------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- (Dollars in thousands) Loans accounted for on a non-accrual basis: Mortgage loans: One- to four-family $869 $880 $896 $776 $922 Commercial real estate and multi-family 180 24 97 -- -- Consumer and other 421 413 609 606 1,050 ----- ----- ----- ----- ----- Total non-accrual loans 1,470 1,317 1,602 1,382 1,972 ===== ===== ===== ===== ===== Real estate owned, net 176 546 308 351 112 ----- ----- ----- ----- ----- Total non-performing assets $1,646 $1,863 $1,910 $1,733 $2,084 ===== ===== ===== ===== ===== Total non-accrual loans to net loans 0.41% 0.46% 0.67% 0.55% 0.64% ===== ===== ===== ===== ===== Total non-accrual loans to total assets 0.21% 0.18% 0.24% 0.23% 0.30% ===== ===== ===== ===== ===== Total non-performing assets to total assets 0.23% 0.26% 0.29% 0.29% 0.32% ===== ===== ===== ===== =====
At December 31, 2000, the Bank had no foreign loans and no loan concentrations exceeding 10% of total loans not disclosed in above the table. "Loan concentrations" are considered to exist when there are amounts loaned to a multiple number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Loans recorded in the category of other real estate owned are valued at the lower of book value of loans outstanding or fair market value less cost of disposal. At December 31, 2000, the Bank was not aware of any potential problem loans that are not otherwise included in the foregoing table. "Potential problem loans" are loans where information about possible credit problems of borrowers has caused management to have serious doubts about the borrowers' ability to comply with present repayment terms. Classified Assets. OTS regulations provide for a classification system for problem assets of insured institutions which covers all problem assets. Under this classification system, problem assets of insured institutions are classified as "substandard," "doubtful," or "loss." An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets designated "special mention" by management are assets included on the Bank's internal watchlist because of potential weakness but that do not currently warrant classification in one of the aforementioned categories. 11 When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as "loss," it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge off such amount. An institution's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS, which may order the establishment of additional general or specific loss allowances. A portion of general loss allowances established to cover possible losses related to assets classified as substandard or doubtful may be included in determining an institution's regulatory capital, while specific valuation allowances for loan losses generally do not qualify as regulatory capital. The following table provides further information in regard to the Bank's classified assets as of December 31, 2000. At December 31, 2000 -------------------- (In thousands) Special mention assets $ 2,528 Substandard (1) 1,922 Doubtful assets -- Loss -- ------ Total classified assets $ 4,450 ====== - ------------------- (1) Substandard assets include approximately $53,000 of performing assets that are less than 90 days delinquent, that are classified for reasons other than delinquency. Real Estate Owned. Real estate acquired by the Bank as a result of foreclosure, judgment or by deed in lieu of foreclosure is classified as real estate owned ("REO") until it is sold. When property is acquired it is recorded at the lower of fair value, minus estimated cost to sell, or cost. If the property subsequently decreases in estimated value from the initial recorded amount, the Bank will provide an additional valuation allowance, through a charge to earnings, if the decrease is judged by management to be temporary, or the Bank will write the property down, through a charge to earnings, to the new estimated value if the decrease is judged by management to be permanent. The Bank records loans as in substance foreclosures if the borrower has little or no equity in the property based upon its documented current fair value and if the borrower has effectively abandoned control of the collateral or has continued to retain control of the collateral but because of the current financial status of the borrower it is doubtful the borrower will be able to repay the loan in the foreseeable future. In substance, foreclosures are accounted for as loans until such time that title to the collateral is acquired by the Bank. There may be significant other expenses incurred such as attorney and other extraordinary servicing costs involved with in substance foreclosures. Allowances for Loan Losses. The Bank provides valuation allowances for estimated losses from uncollectible loans. Management determines the adequacy of the allowance on a quarterly basis to ensure that a provision for loan losses has been charged against earnings in an amount necessary to maintain the allowance at a level that is appropriate based on management's estimate of probable losses. Several sources of data are used in making the evaluation as to the appropriateness of the allowance. 12 The Corporation's watch list contains all loans which because of past payment history, a review of recent financial information, or other facts regarding the credit, pose a higher than normal amount of perceived risk of collection. Once a loan is deemed to pose other than a normal level of risk of collection, it moves to the classified asset list as either special mention, substandard, doubtful, or loss as required by regulatory guidelines. Classified assets also include all loans over 90 days past due according to the contractual repayment terms. These loans are automatically considered at least substandard. All loans not on the classified asset list are assigned a reserve factor that is based on the Corporation's actual loss experience over the last three years, with a small factor assigned to loans current as to their contractual payments, and an increased factor if the loan is 30 of 60 days past due. Classified loans with balances under $100,000 are typically pooled according to their underlying collateral, and a reserve factor assigned based on historical loss experience. Classified loans are evaluated on an individual basis if the loan balance exceeds $100,000. In such a case, the value of the underlying collateral, which is ordinarily real estate because of the nature of the Corporation's predominant past lending activities, the cost of collection and disposition, and other factors are considered and an estimated reserve level is established. In establishing estimated reserves, current and projected economic conditions as they may affect the borrower and the collateral are considered. If prospects appear poor with respect to collateral disposition, for example, because of economic factors, a lower disposition value and thus a higher reserve level would be established. Similarly, the credit may be guaranteed by a governmental agency, or the collateral value may greatly exceed the loan balance such that no reserve is indicated for these loans that are nevertheless considered classified assets because of their delinquency. If a loan or a portion of a loan is judged to be unrecoverable, that amount is charged off. The calculated reserve determined using the methodologies described above is compared to the actual level of reserves; the difference reflects the imprecision of the multitude of assumptions that are made combined with the variability that can occur with a relatively small amount of troubled assets, and the reserve is maintained at reasonable levels by adjusting the provision that is charged to earnings. 13 The following table sets forth information with respect to the Bank's allowance for loan losses at the dates and for the periods indicated:
For the Years Ended December 31, ------------------------------------------------------------ 2000 1999 1998 1997 1996 -------- -------- ------- ------- ------- (Dollars in thousands) Balance at beginning of period $1,917 $1,909 $2,029 $1,806 $1,484 Provision for loan losses 410 300 60 397 330 Charge-offs: One- to four-family -- -- -- (1) -- Commercial and multi-family real estate loans -- -- -- -- -- Consumer and other loans (634) (296) (180) (173) (8) Recoveries: Commercial and multi-family real estate loans -- -- -- -- -- Consumer and other loans 21 4 -- -- -- ----- ----- ----- ----- ----- Balance at end of year $1,714 $1,917 $1,909 $2,029 $1,806 ===== ===== ===== ===== ===== Ratio of net charge-offs during the period to average loans outstanding during the period 0.20% 0.10% 0.08% 0.06% 0.003% Ratio of allowance for loan losses to non-performing loans at the end of the period 116.6% 145.6% 119.2% 147.0% 91.6% Ratio of allowance for loan losses to net loans receivable at the end of period 0.48% 0.67% 0.79% 0.81% 0.58% Ratio of allowance for loan losses and foreclosed real estate to total non-performing assets at the end of period 114.8% 132.2% 116.1% 137.3% 92.0%
14 The following table sets forth the allocation of the Bank's allowance for loan losses by loan category and the percent of loans in each category to total loans receivable, gross, at the dates indicated. The portion of the loan loss allowance allocated to each loan category does not represent the total available for future losses which may occur within the loan category since the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio.
At December 31, --------------------------------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---------------------- -------------------- ------------------- -------------------- ----------------- Percent of Percent of Percent of Percent of Percent of Loans to Loans to Loans to Loans to Loans to Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans ------ ----------- ------ ----------- ------ ----------- ------ ----------- ------ ---------- (Dollars in thousands) At end of period allocated to: One- to four-family $ 301 57.9% $1,098 58.0% $1,205 62.9% $1,503 78.4% $1,330 73.7% Commercial real estate and multi-family 672 21.3 426 22.5 508 22.8 202 10.5 102 5.7 Construction 121 3.8 79 4.2 97 2.2 37 2.0 24 1.3 Consumer and other loans 620 17.0 314 15.3 99 12.1 287 9.1 350 19.3 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- Total allowance $1,714 100.0% $1,917 100.0% $1,909 100.0% $2,029 100.0% $1,806 100.0% ===== ===== ===== ===== ===== ===== ===== ===== ====== =====
15 Investment Activities The investment policy of the Bank, which is established by the Board of Directors and implemented by the Asset Liability Committee, is designed primarily to provide and maintain liquidity, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement the Bank's lending activities. In establishing its investment strategies, the Bank considers its business and growth plans, the economic environment, the types of securities to be held and other factors. Federally chartered savings institutions have the authority to invest in various types of assets, including U.S. Treasury obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings institutions, certain bankers acceptances, repurchase agreements, loans on federal funds, and, subject to certain limits, commercial paper and mutual funds. The following table sets forth certain information regarding the amortized cost and fair values of the Bank's investments at the dates indicated.
At December 31, -------------------------------------------------------------------------------- 2000 1999 1998 ------------------------ ----------------------- ---------------------------- Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value ----------- -------- ----------- -------- ------------- -------- (In thousands) Interest-earning deposits $ 1,965 $ 1,964 $ 5,984 $ 5,984 $ 19,267 $ 19,267 ======== ======== ======== ======== ======== ======== Investment securities held-to-maturity: U.S. government and agency obligations $ 52,499 $ 51,016 $ 57,455 $ 55,500 $ 73,612 $ 73,747 State and political subdivisions 5,958 5,979 4,284 4,168 4,283 4,361 Corporate debt securities $ 5,004 4,924 5,021 4,870 3,000 2,986 -------- -------- -------- -------- -------- -------- Total $ 63,461 $ 61,919 $ 66,760 $ 64,538 $ 80,895 $ 81,094 ======== ======== ======== ======== ======== ======== Securities available-for-sale U.S. government and agency obligations $ 12,003 $ 11,967 $ 11,994 $ 11,558 $ 8,000 $ 8,045 State and political subdivisions -- -- 3,783 3,696 -- -- Corporate Debt Securities 6,034 6,004 6,053 5,833 -- -- Equity securities (SLMA stock) -- -- -- -- -- -- Mutual funds 500 494 500 493 500 497 Other 500 400 500 350 500 500 -------- -------- -------- -------- -------- -------- Total $ 19,037 $ 18,865 $ 22,830 $ 21,930 $ 9,000 $ 9,042 ======== ======== ======== ======== ======== ========
16 Investment Portfolio Maturities The following table sets forth certain information regarding the amortized cost, weighted average yields and maturities of the Bank's investment securities portfolio, exclusive of interest-earning deposits, at December 31, 2000.Yields on tax exempt obligations have been computed on a tax equivalent basis.
One Year or Less One to Five Years Five to Ten Years More than Ten Years Total Investment ------------------- ----------------- ------------------- -------------------- ----------------------- Amortized Average Amortized Average Amortized Average Amortized Average Amortized Average Fair Cost Yield Cost Yield Cost Yield Cost Yield Cost Yield Value ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----- (Dollars in thousands) U.S. agency obligations $ 3 5.80% $54,999 5.80% $ 9,500 6.72% $ -- --% $64,502 5.94% $62,984 Municipal obligations -- -- 330 5.97 3,359 8.27 2,269 7.20 5,958 7.74 5,978 Corporate obligations 5,004 5.51 6,034 5.73 -- -- -- -- 11,038 5.63 10,928 Other securities(1) 1,000 4.14 -- -- -- -- -- 1,000 4.14 894 ------ ----- ------ ---- ------ ---- ------ ---- ------ ---- ------ Total $ 6,007 5.27% $61,363 5.80% $12,859 7.13% $ 2,269 7.20% $82,498 6.01% $80,784 ====== ===== ====== ==== ====== ==== ====== ==== ====== ==== ======
- -------------------- (1) Other securities consists of an investment in adjustable-rate mortgage-backed securities mutual funds. Such investments do not have a stated maturity and are considered in the one year or less category based on quarterly repricing of the investment. (2) Includes $18.9 million of U.S. government and agency obligations and other investments which are carried as available-for-sale at December 31, 2000. Investment securities available-for-sale are carried at fair value. Investment securities include approximately $64.5 million in callable securities. If the security is called, the Corporation will receive a return of its investment prior to the contractual maturity date, usually when market interest rates are lower than they were when the securities were purchased. The following table sets forth information with respect to the Corporation's callable securities:
At December 31, 2000 -------------------- (Dollars in thousands) Date first callable Contractual Maturity Contractual Interest (month/year) Date (month/year) Amount Rate ------------------- -------------------- ------ --------------------- C> Jan 01 Feb 02 $ 5,000 5.42% Jan 01 Mar 02 2,000 5.67 Jan 01 Apr 02 1,000 5.67 Jan 01 Feb 03 6,000 5.61 Jan 01 Mar 03 3,000 5.88 Jan 01 May 03 1,000 6.16 Jan 01 Jul 03 2,000 6.16 Jan 01 Sep 03 2,000 5.96 Jan 01 Jan 04 3,999 5.50 Jan 01 Feb 04 6,000 5.75 Jan 01 Mar 04 5,000 6.05 Jan 01 Apr 04 3,000 5.90 Jan 01 Jan 06 2,000 6.13 Jan 01 Jun 07 1,000 7.31 Jan 01 Feb 08 2,000 6.50 Jan 01 Apr 08 2,000 6.61 Mar 01 Sep 02 3,000 5.63 Mar 01 Sep 08 2,500 6.54 Mar 01 Mar 04 4,000 6.00 Apr 01 Oct 07 2,000 7.00 Apr 01 Apr 04 2,000 5.90 Apr 01 Oct 03 2,000 5.87 May 01 May 04 2,000 6.00 ------- ---- $ 64,499 5.93% ======= ----
Sources of Funds General. Deposits, borrowings, loan repayments and cash flows generated from operations are the primary sources of the Bank's funds for use in lending, investing and other general purposes. Deposits. The Bank offers a variety of deposit accounts having a range of interest rates and terms. The Bank's deposits consist of regular savings, non-interest bearing checking, NOW checking, money market, and certificate accounts. Of the deposit accounts, $30 million or 8% consist of IRA, Keogh or SEP retirement accounts at December 31, 2000. The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The Bank's deposits are primarily obtained from 18 areas surrounding its offices, and the Bank relies primarily on customer service and long-standing relationships with customers to attract and retain these deposits. The Bank has maintained a high level of core deposits consisting of regular savings, money market, non-interest-bearing checking, and NOW checking, which has contributed to a low cost-of-funds. At December 31, 2000, core deposits amounted to 62% of total deposits. The following table sets forth the distribution of the Bank's deposit accounts at the dates indicated and the weighted average nominal interest rates on each category of deposits presented. The Bank does not have significant amount of deposits from out-of-state sources. Management does not believe that the use of year end balances instead of average balances resulted in any material difference in the information presented.
At December 31, ----------------------------------------------------------------------------------------------- 2000 1999 1998 ------------------------------- ----------------------------- ----------------------------- Weighted Weighted Weighted Percent Average Percent Average Percent Average of Total Nominal of Total Nominal of Total Nominal Amount Deposits Rate Amount Deposits Rate Amount Deposits Rate ------ -------- ---- ------ -------- ---- ------ -------- ---- (Dollars in thousands Transaction Accounts Interest-bearing checking accounts $ 35,127 8.76 1.02% $37,926 9.41% 1.06% $ 44,971 10.24% 1.12% Money market accounts 44,325 11.05 3.13 40,799 10.16 3.64 32,556 7.42 3.37 Non-interest-bearing checking accounts 12,096 3.02 0.00 7,025 1.75 0.00 6,231 1.42 0.00 ------- ----- ---- ------ ----- ---- ------- ----- ---- Total transaction accounts 91,548 22.83 85,630 21.32 83,758 19.08 Passbook accounts 155,699 38.85 3.48 159,370 39.70 3.41 165,864 37.79 2.93 Certificates of deposit 153,604 38.32 5.32 156,578 38.98 4.90 189,291 43.13 5.02 ------- ------ ---- ------- ------ ---- ------- ------ ---- Total deposits $400,851 100.00% 3.66% $401,698 100.00% 3.47% $438,913 100.00% 3.64% ======= ====== ==== ======= ====== ==== ======= ====== ====
At December 31, 2000, the Bank had outstanding certificates of deposit in amounts of $100,000 or more maturing as follows: Amount ------ Maturing Period (In thousands) - --------------- Three months or less $ 5,388 Over three through six months 3,776 Over six through 12 months 5,953 Over 12 months 2,369 ------ Total $17,486 ====== 19 Borrowings Deposits are the primary source of funds of the Bank's lending and investment activities and for its general business purposes. The Bank may obtain advances from the FHLB of Pittsburgh to supplement its supply of lendable funds. Advances from the FHLB of Pittsburgh are typically secured by a pledge of the Bank's stock in the FHLB of Pittsburgh and a portion of the Bank's first mortgage loans and certain other assets. The Bank, if the need arises, may also access the Federal Reserve Bank discount window. The following tables set forth the maximum month-end balance, period ending balance, and weighted average balance of outstanding FHLB advances at the dates and for the periods indicated, together with the applicable weighted average interest rates.
At December 31, ------------------------------------- 2000 1999 1998 ------------------------------------- (Dollars in thousands) FHLB advances and other borrowings $ 259,821 $264,299 $163,359 ======== ======= ======= Weighted average interest rate 5.78% 5.37% 5.77%
Years Ended December 31, ------------------------ 2000 1999 1998 --------------------------------------------------- (Dollars in thousands) Maximum balance of FHLB advances and other borrowings outstanding $ 259,889 $268,128 $163,359 ======== ======= ======= Weighted average balance of FHLB advances and other borrowings outstanding $ 243,656 $240,371 $163,359 ======== ======= ======= Weighted average interest rate of FHLB advances and other borrowings 5.68% 5.37% 5.77% ======== ======= =======
20 The Bank uses convertible FHLB advances for a portion of its funding needs. These borrowings are fixed rate, fixed term advances that can be converted to LIBOR-based floating rate advances at the option of the FHLB, on each quarterly interest payment date, after an initial period. The following table sets forth information related to these convertible advances.
At December 31, 2000 -------------------- (Dollars in thousands) Date first convertible Contractual Maturity Contractual Interest (month/year) Date (month/year) Amount Rate ------------ ----------------- ------ ---- Feb 01 Feb 04 $20,000 4.94% Apr 01 Apr 03 5,000 5.75 Feb 02 Feb 09 15,000 4.74 Feb 02 Feb 04 25,000 5.10 Apr 02 Apr 08 10,000 5.41 Jun 02 Jun 08 15,000 5.63 Jun 02 Jun 08 10,000 5.61 Feb 03 Feb 06 20,000 5.15 Mar 03 Mar 08 25,000 5.70 Mar 03 Mar 08 10,000 5.61 Feb 04 Feb 09 10,000 5.05 -------- ----- $ 165,000 5.29% ======== -----
Subsidiary Activity The Bank is permitted to invest up to 2% of its assets in the capital stock of, or secured or unsecured loans to, subsidiary corporations, with an additional investment of 1% of assets when such additional investment is utilized primarily for community development purposes. Under such limitations, as of December 31, 2000, the Bank was authorized to invest up to approximately $14 million in the stock of, or loans to, service corporations (based upon the 2% limitation). In addition, the Bank can designate a subsidiary as an operative subsidiary if it engages only in activities in which it would be permissible for the Bank to engage. At December 31, 2000, the Bank had one subsidiary, Third Delaware Corporation. Third Delaware Corporation is a wholly-owned operating subsidiary of the Bank and was formed in 1998 for the purpose of investing in marketable securities. At December 31, 2000, the Bank had $83 million invested in Third Delaware Corporation. Personnel As of December 31, 2000, the Bank had 154 full-time and 21 part-time employees. None of the Bank's employees are represented by a collective bargaining group. The Bank believes that its relationship with its employees is good. 21 Executive Officers of the Registrant Executive Officers of the Bank and the Company: Carl F. Gregory is Chairman of the Bank. Mr. Gregory was Chief Executive Officer of the Bank and of the Company from April 1982 until December 1994. He has been with the Bank since 1962 and will continue to represent the Bank throughout the communities that the Bank serves in his role as Chairman of the Bank and Director of the Company. John R. Stranford has been with the Bank since 1968. He presently serves as President, Chief Executive Officer, Chief Operating Officer and Director of the Bank and Company. Mr. Stranford has served as Chief Operating Officer of the Bank since 1984 and President of the Bank since January 1994. Prior to that time he served in various capacities as an officer of the Bank. Dennis R. Stewart has been Senior Vice President and Chief Financial Officer of the Bank and the Company since May 1999. Prior to that, Mr. Stewart served as Executive Vice President and Chief Financial Officer of First Coastal Bank in Virginia Beach, Virginia, where he had been employed since 1990. Elizabeth Davidson Maier is Senior Vice President and Secretary of the Bank and the Company and has been with the Bank since 1964. Ms. Maier has been an officer of the Bank since 1974. Prior to that, Ms. Maier held various positions at the Bank. Kent C. Lufkin has been with the Bank since 2000. He currently serves as Senior Vice President and Retail Banking Officer. Mr. Lufkin's's prior experience includes 4 years as Chief Executive Officer at Roebling Bank. Earl A. Pace, Jr. is Senior Vice President and Chief Information Officer of the Bank. Mr. Pace has been with the Bank since 1997. Previously, he was President and CEO of Pace Data Systems, an information technology consulting firm. Floyd P. Haggar has been with the Bank since 1998. Mr. Haggar currently serves as Senior Vice President and Chief Lending Officer of the Bank. His prior experience includes four years as Senior Vice President and Senior Loan Officer at Carnegie Bank. The remaining information relating to Directors and Executive Officers of the Registrant is incorporated herein by reference to the Registrant's Proxy Statement for the 2000 Annual Meeting of Stockholders. REGULATION Set forth below is a brief description of all material laws and regulations which relate to the regulation of the Bank and the Company. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations. On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act (the "Act") which, effective March 11, 2000, permits qualifying bank holding companies to become financial holding companies and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. The Act defines "financial in nature" to include securities 22 underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. A qualifying national bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development, and real estate investment, through a financial subsidiary of the bank. The Act also prohibits new unitary thrift holding companies from engaging in nonfinancial activities or from affiliating with a nonfinancial entity. As a grandfathered unitary thrift holding company, the Company will retain its authority to engage in nonfinancial activities. Company Regulation General. The Company is a unitary savings and loan holding company subject to regulatory oversight by the OTS. As such, the Company is required to register and file reports with the OTS and is subject to regulation and examination by the OTS. In addition, the OTS has enforcement authority over the Company and its non-savings association subsidiaries, should such subsidiaries be formed, which also permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings association. This regulation and oversight is intended primarily for the protection of the depositors of the Bank and not for the benefit of stockholders of the Company. The Company is also required to file certain reports with, and otherwise comply with, the rules and regulations of the OTS and the SEC. QTL Test. As a unitary savings and loan holding company, the Company generally is not subject to activity restrictions, provided the Bank satisfies the QTL test. If the Company acquires control of another savings association as a separate subsidiary, it would become a multiple savings and loan holding company, and the activities of the Company and any of its subsidiaries (other than the Bank or any other SAIF-insured savings association) would become subject to restrictions applicable to bank holding companies unless such other associations each also qualify as a QTL and were acquired in a supervisory acquisition. Bank Regulation General. As a federally chartered, SAIF-insured savings association, the Bank is subject to extensive regulation by the OTS and the FDIC. Lending activities and other investments must comply with various federal statutory and regulatory requirements. The Bank is also subject to certain reserve requirements promulgated by the Federal Reserve Board. The OTS, in conjunction with the FDIC, regularly examines the Bank and prepares reports for the consideration of the Bank's Board of Directors on any deficiencies that they find in the Bank's operations. The Bank's relationship with its depositors and borrowers is also regulated to a great extent by federal law, especially in such matters as the ownership of savings accounts and the form and content of the Bank's mortgage documents. The Bank must file reports with the OTS and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other savings institutions. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the SAIF and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination 23 policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulations, whether by the OTS, the FDIC or the Congress could have a material adverse impact on the Company, the Bank and their operations. The Company is also required to file certain reports with, and otherwise comply with, the rules and regulations of the OTS and the SEC. Insurance of Deposit Accounts. The Bank's deposit accounts are insured by the SAIF to a maximum of $100,000 for each insured member (as defined by law and regulation). The FDIC has the authority, should it initiate proceedings to terminate an institution's deposit insurance, to suspend the insurance of any such institution without tangible capital. However, if a savings association has positive capital when it includes qualifying intangible assets, the FDIC cannot suspend deposit insurance unless capital declines materially, the institution fails to enter into and remain in compliance with an approved capital plan or the institution is operating in an unsafe or unsound manner. Regardless of an institution's capital level, insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the institution's primary regulator. The management of the Bank is unaware of any practice, condition or violation that might lead to termination of its deposit insurance. The FDIC charges an annual assessment for the insurance of deposits based on the risk a particular institution poses to its deposit insurance fund. This risk classification is based on an institution's capital group and supervisory subgroup assignment. Regulatory Capital Requirements. OTS capital regulations require savings institutions to meet three capital standards: (1) tangible capital equal to 1.5% of total adjusted assets, (2) a leverage ratio (core capital) equal to at least 4% of total adjusted assets and (3) a risk-based capital requirement equal to 8.0% of total risk-weighted assets. In addition, the OTS prompt corrective action regulation provides that a savings institution that has a leverage capital ratio of less than 4% (3% for institutions receiving the highest examination rating) will be deemed to be "undercapitalized" and may be subject to certain restrictions. At December 31, 2000, the Bank was in compliance with all of its regulatory capital requirements. Dividend and Other Capital Distribution Limitations. The Bank may not declare or pay a cash dividend on its capital stock if the effect thereof would be to reduce the regulatory capital of the Bank below the amount required for the liquidation account established at the time of the Bank's mutual-to-stock conversion. Savings associations that would remain at least adequately capitalized following the capital distribution, and that meet other specified requirements, are not required to file a notice or application for capital distributions (such as cash dividends) declared below specified amounts. Savings associations which are eligible for expedited treatment under current OTS regulations are not required to file an application with the OTS if (i) the savings association would remain at least adequately capitalized following the capital distribution and (ii) the amount of capital distribution does not exceed an amount equal to the savings association's net income for that year to date, plus the savings association's retained net income for the previous two years. Thus, only undistributed net income for the prior two years may be distributed in addition to the current year's undistributed net income without the filing of an application with the OTS. Savings associations which do not qualify for expedited treatment or which desire to make a capital distribution in excess of the specified amount, must file an application with, and obtain the 24 approval of, the OTS prior to making the capital distribution. A savings association that is a subsidiary of a savings and loan holding company, and under certain other circumstances, must file a notice with OTS prior to making the capital distribution. Qualified Thrift Lender Test. The Home Owners' Loan Act ("HOLA"), as amended, requires savings institutions to meet a QTL test. If the Bank maintains an appropriate level of Qualified Thrift Investments (primarily residential mortgages and related investments, including certain mortgage-backed securities) ("QTIs") and otherwise qualifies as a QTL, it will continue to enjoy full borrowing privileges from the FHLB of Pittsburgh. The required percentage of QTIs is 65% of portfolio assets (defined as all assets minus intangible assets, property used by the institution in conducting its business and liquid assets equal to 10% of total assets). Certain assets are subject to a percentage limitation of 20% of portfolio assets. In addition, savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as qualifying QTIs. The FDICIA also amended the method for measuring compliance with the QTL test to be on a monthly basis in nine out of every 12 months, as opposed to on a daily or weekly average of QTIs. As of December 31, 2000, the Bank was in compliance with its QTL requirement with 95% of its assets invested in QTIs. Liquidity Requirements. All savings associations are required to maintain an average daily balance of liquid assets equal to a certain percentage of the sum of its average daily balance of net withdrawable deposit accounts and borrowings payable in one year or less. The liquidity requirement may vary from time to time (between 4% and 10%) depending upon economic conditions and savings flows of all savings associations. At the present time, the required liquid asset ratio is 4%. At December 31, 2000, the Bank's liquidity ratio was 19%. Federal Home Loan Bank System. The Bank is a member of the FHLB of Pittsburgh, one of 12 regional FHLBs that administer the home financing credit function of savings associations. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the Board of Directors of the FHLB. As a member, the Bank is required to purchase and maintain stock in the FHLB of Pittsburgh in an amount equal to at least 1% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year. At December 31, 2000, the Bank had $13 million in FHLB stock, which was in compliance with this requirement. Federal Reserve System. The Federal Reserve Board requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (primarily checking, NOW and Super NOW checking accounts) and non-personal time deposits. The balances maintained to meet the reserve requirements imposed by the Federal Reserve Board may be used to satisfy the liquidity requirements that are imposed by the OTS. At December 31, 2000, the Bank's total transaction accounts required a reserve level of $2.857 million which was offset by the Bank's vault cash on hand and cash on deposit at the Federal Reserve Bank of Philadelphia. Savings associations have authority to borrow from the Federal Reserve Bank "discount window," but Federal Reserve policy generally requires savings associations to exhaust all OTS sources before borrowing from the Federal Reserve System. The Bank had no such borrowings at December 31, 2000. 25 Item 2. Properties - -------------------- The Company is located and conducts its business at 3 Penns Trail, Newtown, Pennsylvania. At December 31, 2000, the Bank operated from its main office and fifteen branch offices located in Philadelphia and Bucks Counties, Pennsylvania and Mercer County, New Jersey. At the end of January 2001, the Bank closed its Princeton, New Jersey branch and will serve the customers of that branch from its nearby Lawrenceville branch office. The Bank also owns two lots, one of which has a building, behind its Doylestown branch office. The building is leased to a third-party and the other is used as a parking lot for employees and tenants of the Bank. The net book value of the two lots was $102,000 at December 31, 2000. In addition, the Bank owns a vacant lot at Newtown Yardley Road and Friends Lane, Newtown, Pennsylvania. This lot was purchased in 1993 for future expansion and had a net book value of $1.3 million at December 31, 2000. The following table sets forth certain information regarding the Bank's properties:
Leased or Leased or Location Owned Location Owned -------- ----- -------- ------- ADMINISTRATIVE OFFICE OPERATIONS OFFICE Newtown Office Operations Center 3 Penns Trail 62 Walker Lane Newtown, PA 18940 Owned Newtown, PA 18940(1) Owned BRANCH OFFICES Frankford Office Newtown Office 4625 Frankford Avenue 950 Newtown Yardley Road Philadelphia, PA 19124 Owned Newtown, PA 18940 Leased Warminster Office Ewing Office 601 Louis Drive 2075 Pennington Road Warminster, PA 18974 Leased Trenton, NJ 08618 Owned Hamilton Office Mayfair Office 1850 Route 33 Roosevelt Blvd. at Unruh Hamilton Square, NJ 08690 Owned Philadelphia, PA 19149 Owned Fishtown Office Doylestown Office York & Memphis Streets 60 North Main Street Philadelphia, PA 19125 Owned Doylestown, PA 18901 Owned Cross Keys Office Feasterville Office 834 North Easton Highway Buck Hotel Complex Doylestown, PA 18901 Owned Feasterville, PA 19053 Leased Bridesburg Office Quakerbridge Office Orthodox & Almond Streets 590 Lawrence Square Blvd. Philadelphia, PA 19137 Owned Lawrenceville, NJ 08648 Leased New Britain Office Woodhaven Office 600 Town Center Knights Road Center New Britain, PA 18901 Leased 4014 Woodhaven Road Philadelphia, PA 19154 Leased
- -------------------------------------- (1) This office serves as the computer operations center, check processing area, training center, mail processing and storage center for the Bank. 26 Item 3. Legal Proceedings - -------------------------- Neither the Company nor its subsidiaries are involved in any pending legal proceedings, other than routine legal matters occurring in the ordinary course of business, which in the aggregate involve amounts which are believed by management to be immaterial to the consolidated financial condition or results of operations of the Company. Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ None. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - ------------------------------------------------------------------------------ Information relating to the market for Registrant's common equity and related stockholder matters appears under the section captioned "Stock Market Information" in the Registrant's 2000 Annual Report to Stockholders and is incorporated herein by reference. Item 6. Selected Financial Data - -------------------------------- The above-captioned information appears under the section captioned "Selected Financial and Other Data" in the Registrant's 2000 Annual Report to Stockholders and is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------------------------------ The information under the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrant's 2000 Annual Report to Stockholders is incorporated herein by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk - -------------------------------------------------------------------- Asset and Liability Management Managing Interest Rate Risk. Interest rate risk is defined as the sensitivity of the Bank's current and future earnings as well as its capital to changes in the level of market interest rates. The Bank's exposure to interest rate risk results from, among other things, the difference in maturities in interest-earning assets and interest-bearing liabilities. Since the Bank's assets currently have a longer maturity than its liabilities, the Bank's earnings could be negatively impacted during a period of rising interest rates and conversely, positively impacted during a period of falling interest rates. The relationship between the interest rate sensitivity of the Bank's assets and liabilities is continually monitored by management. In this regard, the Bank emphasizes the origination of shorter term or adjustable rate assets for portfolio. 27 The Bank utilizes its investment and mortgage-backed security portfolios to generate additional interest income and in managing its liquidity. These securities are readily marketable and provide the Bank with a cash flow stream to fund asset growth or liability maturities. A significant portion of the Bank's assets has been funded with CDs including jumbo CDs. Unlike other deposit products such as checking and savings accounts, CDs carry a high degree of interest rate sensitivity and, therefore, their renewal will vary based on the competitiveness of the Bank's interest rates. At December 31, 2000, approximately 38% of the Bank's deposits were CDs. The Bank utilizes borrowings from the FHLB in managing its interest rate risk and as a tool to augment deposits in funding asset growth. The Bank may utilize these funding sources to better match its longer term repricing assets (i.e., between one and five years). The nature of the Bank's current operations is such that it is not subject to foreign currency exchange or commodity price risk. Additionally, neither the Company nor the Bank owns any trading assets. At December 31, 2000, the Bank did not have any hedging transactions in place such as interest rate swaps, caps, or floors. As part of its interest rate risk management, the Bank uses the Interest Rate Risk Exposure Report, which is generated quarterly by the OTS. This report forecasts changes in the Bank's market value of portfolio equity ("MVPE") under alternative interest rate environments. The MVPE is defined as the net present value of the Bank's existing assets, liabilities and off-balance sheet instruments. The calculated estimates of change in MVPE at December 31, 2000 are as follows: MVPE ------------------------------------------------------------- Change in Interest Rate Amount % Change ----------------------- ------ -------- (In Thousands) +300 Basis Points $25,283 -50% +200 Basis Points $34,529 -32% +100 Basis Points $43,525 -15% Flat Rates $50,925 0% -100 Basis Points $52,267 +3% -200 Basis Points $48,923 -4% -300 Basis Points $46,640 -8% Management believes that the assumptions utilized by OTS in evaluating the vulnerability of the Company's capital to changes in interest rates are reasonable; however, the interest rate sensitivity of the Bank's assets and liabilities as well as the estimated effect of changes in interest rates on MVPE could vary substantially if different assumptions are used or actual experience differs from the experience on which the assumptions were based. In the event the Bank should measure an excessive decline in its MVPE as the result of an immediate and sustained change in interest rate, it has a number of options which it could utilize to remedy that situation. The Bank could restructure its investment portfolio through sale or purchase of securities with more favorable repricing attributes. It could also emphasize loan products with appropriate maturities or repricing attributes, or it could attract deposits or obtain borrowings with desired maturities. 28 Item 8. Financial Statements and Supplementary Data - ---------------------------------------------------- The Consolidated Financial Statements of TF Financial Corporation and its subsidiaries included in the Registrant's 2000 Annual Report to Stockholders are incorporated herein by reference. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure - -------------------------------------------------------------------------------- None. PART III Item 10. Directors and Executive Officers of the Registrant - ------------------------------------------------------------ The information contained under the sections captioned "Proposal 1 - Election of Directors -- General Information and Nominees" and "-- Biographical Information" and "Additional Information About Directors and Executive Officers - -- Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's definitive proxy statement for the Registrant's 2001 Annual Meeting of Stockholders (the "Proxy Statement") is incorporated herein by reference. Additional information concerning executive officers is included under "Item 1. Business -- Executive Officers of the Registrant." Item 11. Executive Compensation - -------------------------------- The information relating to executive compensation is incorporated herein by reference to the information contained under the section captioned "Director and Executive Officer Compensation" in the Registrant's Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management - ------------------------------------------------------------------------ The information relating to security ownership of certain beneficial owners and management is incorporated herein by reference to the information contained under the section captioned "Voting Securities and Principal Holders Thereof" and in the first table under the section captioned "Proposal 1 - Election of Directors" in the Registrant's Proxy Statement. Item 13. Certain Relationships and Related Transactions - -------------------------------------------------------- The information relating to certain relationships and related transactions is incorporated herein by reference to the information contained under the section captioned "Additional Information About Directors and Executive Officers -- Certain Relationships and Related Transactions" in the Registrant's Proxy Statement. 29 PART IV Item 14. Exhibits, Financial Statements and Reports on Form 8-K - ---------------------------------------------------------------- (a) The following documents are filed as a part of this report: (1) The following financial statements and the report of the independent auditor of the Company included in the Company's 2000 Annual Report to Stockholders are incorporated herein by reference. Independent Auditors' Report Consolidated Statements of Financial Position as of December 31, 2000 and 1999 Consolidated Statements of Earnings For the Years Ended December 31, 2000, 1999 and 1998 Consolidated Statement of Changes in Stockholders' Equity and Comprehensive Income for the Years Ended December 31, 2000, 1999 and 1998 Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 Notes to Consolidated Financial Statements The remaining information appearing in the Annual Report to Stockholders is not deemed to be filed as part of this report, except as expressly provided herein. (2) All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(3) Exhibits (a) The following exhibits are filed as part of this report. 3.1 Certificate of Incorporation of TF Financial Corporation* 3.2 Bylaws of TF Financial Corporation* 4.0 Stock Certificate of TF Financial Corporation* 4.1 The Company's Rights Agreement dated November 22, 1995** 10.1 Third Federal Savings and Loan Association Management Stock Bonus Plan* 10.2 TF Financial Corporation 1994 Stock Option Plan* 10.3 Third Federal Savings Bank Directors Consultation and Retirement Plan*** 10.4 TF Financial Corporation Incentive Compensation Plan*** 10.5 Severance Agreement with John R. Stranford*** 10.6 Severance Agreement with Kent C. Lufkin 10.7 Severance Agreement with Floyd P. Haggar 10.8 Severance Agreement with Earl A. Pace, Jr.***** 10.9 Severance Agreement with Dennis R. Stewart****** 10.10 TF Financial Corporation 1997 Stock Option Plan**** 13.0 2001 Annual Report to Stockholders
30 21.0 Subsidiary Information 23.0 Consent of Independent Auditor - -------------------------
* Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, File No. 33-76960. ** Incorporated herein by reference to the Registrants Form 8-A filed with the Securities and Exchange Commission on November 22, 1995. *** Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. **** Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. ***** Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. ****** Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (b) Reports on Form 8-K. None
31 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TF FINANCIAL CORPORATION Dated: March 28, 2001 By: /s/ John R. Stranford --------------------------------- John R. Stranford President, Chief Executive Officer and Director (Duly Authorized Representative) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of March 28, 2001.
By: /s/ John R. Stranford By: /s/ Dennis R. Stewart ------------------------------------- ----------------------------------------------- John R. Stranford Dennis R. Stewart President, Chief Executive Officer Senior Vice President, Chief and Director Financial Officer and Treasurer (Principal Executive Officer) (Principal Financial and Accounting Officer) By: /s/ Carl F. Gregory By: /s/ Robert N. Dusek ------------------------------------- ----------------------------------------------- Carl F. Gregory Robert N. Dusek Director Chairman of the Board By: /s/ Thomas J. Gola By: /s/ George A. Olsen ------------------------------------- ----------------------------------------------- Thomas J. Gola George A. Olsen Director Director
EX-10.6 2 0002.txt EXHIBIT 10.6 EXHIBIT 10.6 CHANGE IN CONTROL SEVERANCE AGREEMENT ------------------------------------- THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 1st day of January, 2000 ("Effective Date"), by and between Third Federal Savings Bank (the "Savings Bank") and Floyd P. Haggar (the "Employee"). WHEREAS, the Employee is currently employed by the Savings Bank as Senior Vice President and Chief Lending Officer and is experienced in all phases of the business of the Savings Bank; and WHEREAS, the parties desire by this writing to set forth the rights and responsibilities of the Savings Bank and Employee if the Savings Bank should undergo a change in control (as defined hereinafter in the Agreement) after the Effective Date. NOW, THEREFORE, it is AGREED as follows: 1. Employment. The Employee is employed in the capacity as the Senior Vice President and Chief Lending Officer of the Savings Bank. The Employee shall render such administrative and management services to the Savings Bank and TF Financial Corporation ("Parent") as are currently rendered and as are customarily performed by persons situated in a similar executive capacity. The Employee's other duties shall be such as the President or the Board of Directors for the Savings Bank (the "Board of Directors" or "Board") may from time to time reasonably direct, including normal duties as an officer of the Savings Bank. 2. Term of Agreement. The term of this Agreement shall be for the period commencing on the Effective Date and ending twenty-four (24) months thereafter. Additionally, on, or before, each annual anniversary date from the Effective Date, the term of this Agreement may be extended for an additional one year period beyond the then effective expiration date upon a determination and resolution of the Board of Directors that the performance of the Employee has met the requirements and standards of the Board, and that the term of such Agreement shall be extended. 3. Termination of Employment in Connection with or Subsequent to a Change in Control. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Employee's employment under this Agreement, absent Just Cause, in connection with, or within twenty-four (24) months after, any Change in Control of the Bank or Parent, Employee shall be paid an amount equal to two (2) times the prior (3) calendar year (or lesser period if not employed for such 3 year period) average annual compensation paid to the Employee by the Bank (whether said amounts were received or deferred by the Employee). In addition, Employee shall be reimbursed for the costs associated with maintaining coverage under the Bank's medical and dental insurance reimbursement plans similar to that in effect on the date of termination of employment, or similar plans provided for by the Bank or its successor entity, for a period of one year thereafter. Said sum shall be paid, at the option of Employee, either in one (1) lump sum as of such date of termination of employment, or in periodic payments over the next 24 months, and such payments shall be in lieu of any other future payments which the Employee would be otherwise entitled to receive. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Employee by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Internal Revenue Codes of 1986, as amended (the "Code") and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Employee, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. (b) Notwithstanding any other provision of this Agreement to the contrary except as provided at Sections 4(b), 4(c), 4(d), 4(e) and 5, Employee may voluntarily terminate his employment under this Agreement within twenty-four (24) months following a Change in Control of the Bank or Parent, and Employee shall thereupon be entitled to receive the payment and benefits described in Section 3(a) of this Agreement, upon the occurrence, or within ninety (90) days thereafter, of any of the following events, which have not been consented to in advance by the Employee in writing: (i) if Employee would be required to move his personal residence or perform his principal executive functions more than fifty (50) miles from the Employee's primary office as of the signing of this Agreement; (ii) if in the organizational structure of the Bank or Parent, Employee would be required to report to a person or persons deemed to be at a management level below the management level to which Employee was reporting to prior to the Change in Control; (iii) if the Bank or Parent should fail to maintain the Employee's base compensation in effect as of the date of the Change in Control and existing employee benefits plans, including material fringe benefit, stock option and retirement plans, except to the extent that such reduction in benefit programs is part of an overall adjustment in benefits for all employees of the Bank or Parent and does not disproportionately adversely impact the Employee; (iv) if Employee would be assigned duties and responsibilities other than those normally associated with his position as referenced at Section 1, herein, for a period of more than six months; or (v) if Employee's responsibilities or authority have in any way been materially diminished or reduced for a period of more than six months. 4. Other Changes in Employment Status. (a) Except as provided for at Section 3, herein, the Board of Directors may terminate the Employee's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for "Just Cause" shall include termination because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Savings Bank's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Savings Bank under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (c) If the Savings Bank is in default (as defined in Section 3(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (d) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Savings Bank: (i) by the Director of the Office of Thrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of the Savings Bank under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at the time that the Director of the OTS, or his or her designee approves a supervisory merger to resolve problems related to operation of the Savings Bank or when the Savings Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (e) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC ss.1828(k) and any regulations promulgated thereunder. 5. Suspension of Employment . If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Savings Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), the Savings Bank's obligations under the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Savings Bank shall, (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate any of its obligations which were suspended. 6. Successors and Assigns. (a) This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Savings Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Savings Bank. (b) The Employee shall be precluded from assigning or delegating his rights or duties hereunder without first obtaining the written consent of the Savings Bank. 7. Amendments. No amendments or additions to this Agreement shall be binding upon the parties hereto unless made in writing and signed by both parties, except as herein otherwise specifically provided. 8. Applicable Law. This agreement shall be governed by all respects whether as to validity, construction, capacity, performance or otherwise, by the laws of the Commonwealth of Pennsylvania, except to the extent that Federal law shall be deemed to apply. 9. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 10. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules then in effect of the district office of the American Arbitration Association ("AAA") nearest to the home office of the Savings Bank, and judgment upon the award rendered may be entered in any court having jurisdiction thereof, except to the extent that the parties may otherwise reach a mutual settlement of such issue. The Savings Bank shall incur the cost of all fees and expenses associated with filing a request for arbitration with the AAA, whether such filing is made on behalf of the Savings Bank or the Employee, and the costs and administrative fees associated with employing the arbitrator and related administrative expenses assessed by the AAA. Each party shall be responsible for any fees incurred on its own behalf with respect to other expenses, including attorneys' fees, arising from such dispute, proceedings or actions. 11. Confidentiality. (a) Employee agrees that, at all times hereafter, he will keep all confidential and proprietary business and marketing strategies of Savings Bank and any and all other information which he learned regarding the Savings Bank during the course of his employment by Savings Bank, in strictest confidence and will not disclose any part or aspect thereof to anyone for any reason unless required by law to do so. (b) All marketing and business materials, existing or prospective customer lists or statements, seminar materials, drawings, designs, books, cards, records, accounts, audio visual reports, slides, files, notes, memoranda, and other papers, and any software, computer programs, or data base information or any other information obtained from Savings Bank or connected with or arising from any affairs of Savings Bank or his employment hereunder (the "Records"), in the charge or possession or knowledge of Employee shall be and remain the exclusive property of Savings Bank and shall not be used, transferred or disclosed in any way by Employee except in the ordinary performance of Employee's duties for Savings Bank while an employee of Savings Bank. Upon the termination of Employee's employment, any and all Records of whatever kind and in whatever form maintained, as well as all copies and reproductions thereof in the possession or control of Employee shall be turned over and delivered by Employee to Savings Bank without any hesitancy or delay. 12. Entire Agreement. This Agreement together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement between the parties hereto. EX-10.7 3 0003.txt EXHIBIT 10.7 EXHIBIT 10.7 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered into this 1st day of January, 2000 ("Effective Date"), by and between Third Federal Savings Bank (the "Savings Bank") and Kent C. Lufkin (the "Employee"). WHEREAS, the Employee is currently employed by the Savings Bank as Senior Vice President and Retail Banking Officer and is experienced in all phases of the business of the Savings Bank; and WHEREAS, the parties desire by this writing to set forth the rights and responsibilities of the Savings Bank and Employee if the Savings Bank should undergo a change in control (as defined hereinafter in the Agreement) after the Effective Date. NOW, THEREFORE, it is AGREED as follows: 1. Employment. The Employee is employed in the capacity as the Senior Vice President and Retail Banking Officer of the Savings Bank. The Employee shall render such administrative and management services to the Savings Bank and TF Financial Corporation ("Parent") as are currently rendered and as are customarily performed by persons situated in a similar executive capacity. The Employee's other duties shall be such as the President or the Board of Directors for the Savings Bank (the "Board of Directors" or "Board") may from time to time reasonably direct, including normal duties as an officer of the Savings Bank. 2. Term of Agreement. The term of this Agreement shall be for the period commencing on the Effective Date and ending twenty-four (24) months thereafter. Additionally, on, or before, each annual anniversary date from the Effective Date, the term of this Agreement may be extended for an additional one year period beyond the then effective expiration date upon a determination and resolution of the Board of Directors that the performance of the Employee has met the requirements and standards of the Board, and that the term of such Agreement shall be extended. 3. Termination of Employment in Connection with or Subsequent to a Change in Control. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Employee's employment under this Agreement, absent Just Cause, in connection with, or within twenty-four (24) months after, any Change in Control of the Bank or Parent, Employee shall be paid an amount equal to two (2) times the prior (3) calendar year (or lesser period if not employed for such 3 year period) average annual compensation paid to the Employee by the Bank (whether said amounts were received or deferred by the Employee). In addition, Employee shall be reimbursed for the costs associated with maintaining coverage under the Bank's medical and dental insurance reimbursement plans similar to that in effect on the date of termination of employment, or similar plans provided for by the Bank or its successor entity, for a period of one year thereafter. Said sum shall be paid, at the option of Employee, either in one (1) lump sum as of such date of termination of employment, or in periodic payments over the next 24 months, and such payments shall be in lieu of any other future payments which the Employee would be otherwise entitled to receive. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Employee by the Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Internal Revenue Codes of 1986, as amended (the "Code") and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of the Bank or the Parent whereby the Bank or the Parent is not the surviving entity; (iii) a change in control of the Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Bank or the Parent by any person, trust, entity or group. The term "person" means an individual other than the Employee, or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. (b) Notwithstanding any other provision of this Agreement to the contrary except as provided at Sections 4(b), 4(c), 4(d), 4(e) and 5, Employee may voluntarily terminate his employment under this Agreement within twenty-four (24) months following a Change in Control of the Bank or Parent, and Employee shall thereupon be entitled to receive the payment and benefits described in Section 3(a) of this Agreement, upon the occurrence, or within ninety (90) days thereafter, of any of the following events, which have not been consented to in advance by the Employee in writing: (i) if Employee would be required to move his personal residence or perform his principal executive functions more than fifty (50) miles from the Employee's primary office as of the signing of this Agreement; (ii) if in the organizational structure of the Bank or Parent, Employee would be required to report to a person or persons deemed to be at a management level below the management level to which Employee was reporting to prior to the Change in Control; (iii) if the Bank or Parent should fail to maintain the Employee's base compensation in effect as of the date of the Change in Control and existing employee benefits plans, including material fringe benefit, stock option and retirement plans, except to the extent that such reduction in benefit programs is part of an overall adjustment in benefits for all employees of the Bank or Parent and does not disproportionately adversely impact the Employee; (iv) if Employee would be assigned duties and responsibilities other than those normally associated with his position as referenced at Section 1, herein, for a period of more than six months; or (v) if Employee's responsibilities or authority have in any way been materially diminished or reduced for a period of more than six months. 4. Other Changes in Employment Status. (a) Except as provided for at Section 3, herein, the Board of Directors may terminate the Employee's employment at any time, but any termination by the Board of Directors other than termination for Just Cause, shall not prejudice the Employee's right to compensation or other benefits under the Agreement. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for "Just Cause" shall include termination because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the Agreement. (b) If the Employee is removed and/or permanently prohibited from participating in the conduct of the Savings Bank's affairs by an order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Savings Bank under this Agreement shall terminate, as of the effective date of the order, but the vested rights of the parties shall not be affected. (c) If the Savings Bank is in default (as defined in Section 3(x)(1) of FDIA) all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties. (d) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Savings Bank: (i) by the Director of the Office of Thrift Supervision ("Director of OTS"), or his or her designee, at the time that the Federal Deposit Insurance Corporation ("FDIC") enters into an agreement to provide assistance to or on behalf of the Savings Bank under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at the time that the Director of the OTS, or his or her designee approves a supervisory merger to resolve problems related to operation of the Savings Bank or when the Savings Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action. (e) Notwithstanding anything herein to the contrary, any payments made to the Employee pursuant to the Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC ss.1828(k) and any regulations promulgated thereunder. 5. Suspension of Employment. If the Employee is suspended and/or temporarily prohibited from participating in the conduct of the Savings Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), the Savings Bank's obligations under the Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Savings Bank shall, (i) pay the Employee all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate any of its obligations which were suspended. 6. Successors and Assigns. (a) This Agreement shall inure to the benefit of and be binding upon any corporate or other successor of the Savings Bank which shall acquire, directly or indirectly, by merger, consolidation, purchase or otherwise, all or substantially all of the assets or stock of the Savings Bank. (b) The Employee shall be precluded from assigning or delegating his rights or duties hereunder without first obtaining the written consent of the Savings Bank. 7. Amendments. No amendments or additions to this Agreement shall be binding upon the parties hereto unless made in writing and signed by both parties, except as herein otherwise specifically provided. 8. Applicable Law. This agreement shall be governed by all respects whether as to validity, construction, capacity, performance or otherwise, by the laws of the Commonwealth of Pennsylvania, except to the extent that Federal law shall be deemed to apply. 9. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 10. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules then in effect of the district office of the American Arbitration Association ("AAA") nearest to the home office of the Savings Bank, and judgment upon the award rendered may be entered in any court having jurisdiction thereof, except to the extent that the parties may otherwise reach a mutual settlement of such issue. The Savings Bank shall incur the cost of all fees and expenses associated with filing a request for arbitration with the AAA, whether such filing is made on behalf of the Savings Bank or the Employee, and the costs and administrative fees associated with employing the arbitrator and related administrative expenses assessed by the AAA. Each party shall be responsible for any fees incurred on its own behalf with respect to other expenses, including attorneys' fees, arising from such dispute, proceedings or actions. 11. Confidentiality. (a) Employee agrees that, at all times hereafter, he will keep all confidential and proprietary business and marketing strategies of Savings Bank and any and all other information which he learned regarding the Savings Bank during the course of his employment by Savings Bank, in strictest confidence and will not disclose any part or aspect thereof to anyone for any reason unless required by law to do so. (b) All marketing and business materials, existing or prospective customer lists or statements, seminar materials, drawings, designs, books, cards, records, accounts, audio visual reports, slides, files, notes, memoranda, and other papers, and any software, computer programs, or data base information or any other information obtained from Savings Bank or connected with or arising from any affairs of Savings Bank or his employment hereunder (the "Records"), in the charge or possession or knowledge of Employee shall be and remain the exclusive property of Savings Bank and shall not be used, transferred or disclosed in any way by Employee except in the ordinary performance of Employee's duties for Savings Bank while an employee of Savings Bank. Upon the termination of Employee's employment, any and all Records of whatever kind and in whatever form maintained, as well as all copies and reproductions thereof in the possession or control of Employee shall be turned over and delivered by Employee to Savings Bank without any hesitancy or delay. 12. Entire Agreement. This Agreement together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement between the parties hereto. EX-13 4 0004.txt EXHIBIT 13 EXHIBIT 13 TO OUR STOCKHOLDERS The millennium Year 2000 has been one of challenge and change. Interest rates rose throughout most of the year. Toward year-end, with the economy beginning to soften, rates began their decline. As the economy turned and technology stocks fell out of favor, banks with good core earnings began to experience an upturn. Throughout this past year, we have made great strides in our endeavor to convert from a savings bank to a full service community bank. Our loan portfolio has grown by 25.6% to $361.8 million, enabling us to increase our interest rate spread by 6.7%, while many financial institutions saw compression in their spreads. With non-performing assets to total assets of 0.23%, our asset quality continues to be very strong. Tangible book value per share increased 16.79% to $18.99 at year-end. Earnings per diluted share rose 12.5% to $1.71. This has enabled us to raise the dividend per share to $0.14 during the first quarter of 2001. Our December 31, 2000 stock price of $16.75 represents an increase in trading price during the year of 26.42%. Many new banking products were introduced throughout the year including Internet Banking and Online Bill Payment. During the first quarter of 2001, we will introduce Check Imaging. We have developed many new products that are directed toward serving the needs of the small businesses in our market area. We believe the large regional banks have neglected this segment. Management and the Board of Directors are committed to implementing the latest technology necessary to further assist us in our mission to become a full service community bank. Our mission continues to be increasing shareholder value while serving the needs of our communities. These two priorities complement each other very well. The TF Financial Board and I would like to take this opportunity to thank you for your continued support. /s/ John R. Stranford -------------------------------------- John R. Stranford President and Chief Executive Officer Corporate Profile and Related Information TF Financial Corporation (the "Corporation") is the parent company of Third Federal Savings Bank ("Third Federal" or the "Savings Bank") and its subsidiary Third Delaware Corporation, TF Investments Corporation, Teragon Financial Corporation and Penns Trail Development Corporation. At December 31, 2000, total assets were approximately $723.3 million. The Corporation was formed as a Delaware corporation in March 1994 at the direction of the Savings Bank to acquire all of the capital stock that Third Federal issued upon its conversion from the mutual to stock form of ownership (the "Conversion") and concurrent $52.9 million initial public offering effective July 13, 1994. At December 31, 2000, total stockholders' equity was approximately $53.1 million. The Corporation is a unitary savings and loan holding company which, under existing laws, generally is not restricted in the types of business activities in which it may engage, provided that Third Federal retains a specified amount of its assets in housing-related investments. Third Federal is a federally chartered stock savings bank headquartered in Newtown, Pennsylvania, which was originally chartered in 1921 under the name "Polish American Savings Building and Loan Association." Deposits of Third Federal have been federally insured since 1935 and are currently insured up to the maximum amount allowable by the Federal Deposit Insurance Corporation (the "FDIC"). Third Federal is a community oriented savings institution offering a variety of financial services to meet the needs of the communities that it serves. Third Federal expanded its operations in Philadelphia and Bucks Counties, Pennsylvania, in June 1992 through its acquisition of Doylestown Federal Savings and Loan Association ("Doylestown"). In September 1996, Third Federal expanded its operations into Mercer County, New Jersey, through its acquisition of three branch offices and approximately $143 million of deposits from Cenlar Federal Savings Bank. Third Federal added a fourth branch office in Mercer County in December, 1999 with the Corporation's acquisition of Village Financial Corporation ("Village"). During the first quarter of 2000 the Corporation closed a branch facility in its home office location and simultaneously opened a larger, freestanding branch at a nearby site. As of December 31, 2000 Third Federal operated fifteen branch offices in Bucks and Philadelphia counties, Pennsylvania and Mercer County, New Jersey. Third Federal attracts deposits (approximately $400.9 million at December 31, 2000) from the general public and uses such deposits, together with borrowings mainly from the Federal Home Loan Bank of Pittsburgh (approximately $244.9 million at December 31, 2000) and other funds, primarily to originate or purchase loans secured by first mortgages on owner-occupied, one-to-four family residences, or purchase securities secured by such loans. Third Federal also originates and purchases commercial real estate and multi-family loans, construction loans and consumer loans, and purchases other investment securities. Stock Market Information Since its issuance in July 1994, the Corporation's common stock has been traded on the Nasdaq National Market. The daily stock quotation for the Corporation is listed in the Nasdaq National Market published in The Wall Street Journal, The Philadelphia Inquirer, and other leading newspapers under the trading symbol of "THRD". The number of shareholders of record of common stock as of March 19, 2001, was approximately 600. This does not reflect the number of persons or entities who held stock in nominee or "street" name through various brokerage firms. Dividend Policy The Corporation's ability to pay dividends to stockholders is dependent in part upon the dividends it receives from Third Federal. Among other limitations, Third Federal may not declare or pay a cash dividend on any of its stock if the effect thereof would cause Third Federal's regulatory capital to be reduced below (1) the amount required for the liquidation account established in connection with Third Federal's conversion from mutual to stock form, or (2) the regulatory capital requirements imposed by the Office of Thrift Supervision ("OTS"). It is the Corporation's policy to pay dividends when it is deemed prudent to do so. The Board of Directors will consider the payment of a dividend on a quarterly basis, after giving consideration to the level of profits for the previous quarter and other relevant information. Stock Price and Dividend History Dividend paid Quarter ended Quoted market price per share - ------------- ------------------------ --------- High Low ------- ------- December 31, 2000 $16.750 $13.250 $0.13 September 30, 2000 $15.000 $13.438 $0.13 June 30, 2000 $14.875 $13.250 $0.13 March 31,2000 $15.750 $12.750 $0.13 December 31, 1999 $15.375 $12.500 $0.13 September 30, 1999 $19.375 $14.500 $0.12 June 30, 1999 $21.188 $15.500 $0.12 March 31,1999 $19.000 $15.875 $0.12 SELECTED FINANCIAL INFORMATION AND OTHER DATA
Financial Condition At December 31, -------------------------------------------------------------- (Dollars in thousands, except per share data) 2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- Total assets $723,297 $721,874 $665,608 $597,047 $647,853 Loans receivable, net 361,806 287,979 240,841 250,711 309,570 Mortgage-backed securities available for sale, at fair value 97,914 132,515 75,285 36,847 22,027 Mortgage-backed securities held to maturity, at cost 135,142 159,888 180,964 144,074 153,758 Securities purchased under agreements to resell --- --- --- 10,000 25,129 Investment securities available for sale, at fair value 18,865 21,930 9,042 32,037 12,652 Investment securities held to maturity, at cost 63,461 66,760 80,895 52,822 38,544 Cash and cash equivalents(l) 10,618 16,715 42,703 41,625 54,132 Deposits 400,851 401,698 438,913 450,429 469,088 Advances from the Federal Home Loan Bank and other borrowings 259,821 264,299 163,359 88,359 98,359 Retained earnings 51,604 48,760 45,762 43,176 39,750 Total stockholders' equity 53,109 48,447 52,660 50,095 72,575 Book value per common share $21.32 $18.81 $18.43 $17.36 $18.31 Tangible book value per common share $18.99 $16.26 $15.84 $14.49 $15.99
Summary of Operations At or for the year ended December 31, -------------------------------------------------------------- 2000 1999 1998(3) 1997 1996(2) -------- -------- -------- -------- -------- Interest income $48,708 $47,022 $43,579 $43,189 $38,989 Interest expense 28,921 27,974 26,195 24,080 20,797 Net interest income 19,787 19,048 17,384 19,109 18,192 Provision for loan losses 410 300 60 397 330 Non-interest income 1,432 1,589 1,535 2,327 1,794 Non-interest expense 14,404 13,529 12,722 13,583 13,745 Net income before cumulative effect of change in accounting method 4,482 4,422 3,830 4,874 3,479 Net income 4,482 4,422 4,038 4,874 3,479 Earnings per common share - basic Continuing operations $1.76 $1.60 $1.32 $1.33 $0.86 Cumulative effect of accounting changes --- --- $0.07 --- --- Earnings per common share - basic $1.76 $1.60 $1.39 $1.33 $0.86 Earnings per common share - diluted Continuing operations $1.71 $1.52 $1.20 $1.25 $0.83 Cumulative effect of accounting changes --- --- $0.06 --- --- Earnings per common share - diluted $1.71 $1.52 $1.26 $1.25 $0.83 Performance Ratios and Other Selected Data Return on average assets 0.63% 0.62% 0.58% 0.77% 0.62% Return on average equity 9.18% 8.60% 7.39% 7.39% 4.74% Average equity to average assets 6.86% 7.17% 7.74% 10.46% 12.91% Average interest rate spread 2.70% 2.54% 2.44% 2.72% 2.76% Non-performing loans to total assets 0.20% 0.18% 0.24% 0.23% 0.30% Non-performing loans to total loans 0.41% 0.45% 0.65% 0.55% 0.64% Allowance for loan losses to non-performing loans 115.97% 145.56% 119.16% 146.82% 91.60% Allowance for loan losses to total loans 0.47% 0.66% 0.78% 0.80% 0.58% Savings Bank regulatory capital Core 6.10% 5.76% 6.79% 7.16% 7.77% Tangible 6.10% 5.76% 6.79% 7.16% 7.77% Risk based 11.81% 12.83% 17.73% 17.41% 17.68% Dividend payout ratio (4) 30.41% 32.24% 38.10% 32.00% 37.35%
- ---------------- (1) Consists of cash, cash due from banks, interest-bearing deposits with maturities of less than three months, and federal funds sold. (2) Includes a $1.4 million after tax one-time special assessment to recapitalize the Savings Association Insurance Fund ("SAIF"). (3) Income and income related ratios for the year-ended December 31, 1998 include the cumulative effect of a change in accounting for certain investments of $208,000 (SFAS #133). (4) Payout ratio is dividends paid for the period divided by earnings per common share - diluted after cumulative effect of accounting changes. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion and analysis should be read in conjunction with the Corporation's consolidated financial statements and is intended to assist in understanding and evaluating the major changes in the financial condition and results of operations of the Corporation with a primary focus on an analysis of operating results. This document contains statements that project the future operations of the Corporation which involve risks and uncertainties. The Corporation's actual results may differ significantly from the results discussed in these forward-looking statements. Statements concerning future performance, developments, events, expectations for growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements which are subject to a number of risks and uncertainties, including interest rate fluctuations and government and regulatory actions which might cause actual results to differ materially from stated expectations or estimates. The Corporation does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Corporation. The Corporation's income on a consolidated basis is derived substantially from its investment in its subsidiary, Third Federal. The earnings of Third Federal depend primarily on its net interest income. Net interest income is affected by the interest income that Third Federal receives from its loans and investments and by the interest expense that the Third Federal incurs on its deposits, borrowings and other sources of funds. In addition, the mix of the Third Federal's interest bearing assets and liabilities can have a significant effect on the Third Federal's net interest income; loans generally have higher yields than securities; retail deposits generally have lower interest rates than other borrowings. Third Federal also receives income from service charges and other fees and occasionally from sales of investment securities and real estate owned. Third Federal incurs expenses in addition to interest expense in the form of salaries and benefits, deposit insurance premiums, property operations and maintenance, advertising and other related business expenses. Changes to Financial Condition The Corporation's total assets at December 31, 2000 and December 31, 1999 totaled $723.3 million and $721.9 million, respectively. During the year loans receivable increased by $73.8 million or 25.6%, largely as a result of the purchase of $73 million of seasoned, single-family residential loans during the fourth quarter. This loan purchase was funded in part with the proceeds from the sale of $41.9 million in mortgage-backed securities - available for sale. The remainder of the purchase was funded with cash and cash equivalents and advances from the Federal Home Loan Bank. Investment securities and mortgage-backed securities decreased in total by $65.7 million during 2000. This decrease was the result of the purchase of $108.1 million in securities plus a $4.5 million gain in the fair value of the available for sale portfolios, off-set by the previously mentioned $41.9 million sold plus the repayment or maturity of an additional $136.4 million. Deposit balances decreased by $0.9 million; certificates of deposit decreased by $3.0 million, while the remaining or "core" deposit categories increased by $2.1 million. In addition, advances from the Federal Home Loan Bank and other borrowings (collectively, "borrowings") decreased by $4.5 million. The combined net increase in assets and decrease in deposits and borrowings was funded by a $6.1 million decrease in cash and cash equivalents. Total consolidated stockholders' equity increased $4.7 million to $53.1 million at December 31, 2000. The increase is largely the result of $4.4 million in net income plus a $2.7 million increase in accumulated other comprehensive income, less a $1.2 million increase in the cost of treasury stock. During the year the Corporation repurchased approximately 138,000 shares of its common stock in order to benefit from what management perceived to be a depressed market value of the Corporation's common stock. Average Balance Sheet The following table sets forth information (dollars in thousands) relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. The yields and costs are computed by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively for the periods indicated.
2000 1999 1998 -------------------------------- --------------------------------- -------------------------------- Average Average Average Average Average Average Balance Interest Yld/Cost Balance Interest Yld/Cost Balance Interest Yld/Cost ------- -------- -------- ------- -------- -------- ------- -------- -------- ASSETS Interest-earning assets: Loans receivable (4) $299,770 $23,756 7.92% $285,439 $21,843 7.65% $232,924 $18,657 8.01% Mortgage-backed securities 278,434 18,449 6.63% 278,537 17,831 6.40% 251,785 16,357 6.50% Investment securities 100,274 6,180 6.16% 113,731 6,646 5.84% 115,801 6,918 5.97% Other interest-earning assets(1) 5,236 323 6.17% 14,331 702 4.90% 40,413 1,647 4.08% -------- ------- -------- ------- ------ ----- Total interest-earning assets 683,714 48,708 7.12% 692,038 47,022 6.79% 640,923 43,579 6.80% ------- ------- ------ Non interest-earning assets 28,529 25,803 22,428 -------- -------- ------ Total assets 712,243 717,841 663,351 ======== ======== ======= LIABILITIES AND STOCKHOLDERS'EQUITY: Interest-bearing liabilities Deposits 410,330 15,082 3.68% 416,514 14,645 3.52% 447,995 17,397 3.46% Advances from the FHLB and borrowings 243,656 13,839 5.68% 240,371 13,329 5.55% 152,942 8,798 5.75% -------- ------- -------- ------- ------- ----- Total interest-bearing liabilities 653,986 28,921 4.42% 656,885 27,974 4.26% 600,937 26,195 4.36% ------- ------- ------ Non interest-bearing liabilities 9,432 9,514 10,582 -------- -------- ------ Total liabilities 663,418 666,399 611,519 Stockholders' equity 48,825 51,442 51,832 -------- -------- ------ Total liabilities and stockholders' equity $712,243 $717,841 $663,351 ======== ======== ======== Net interest income $19,787 $19,048 $17,384 ======= ======= ======= Interest rate spread (2) 2.70% 2.53% 2.44% Net yield on interest-earning assets (3) 2.89% 2.75% 2.71% Ratio of average interest-earning assets to average interest bearing liabilities 105% 105% 107%
(1) Includes interest-bearing deposits in other banks. (2) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (3) Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets. (4) Nonaccrual loans have been included in the appropriate average loan balance category, but interest on nonaccrual loans has not been included for purposes of determining interest income. Rate/Volume Analysis The following table presents, for the periods indicated, the change in interest income and interest expense (in thousands) attributed to (i) changes in volume (changes in the weighted average balance of the total interest earning asset and interest bearing liability portfolios multiplied by the prior year rate), and (ii) changes in rate (changes in rate multiplied by prior year volume). Changes attributable to the combined impact of volume and rate have been allocated proportionately based on the absolute value of changes due to volume and changes due to rate.
2000 Vs 1999 1999 Vs 1998 --------------------------------- ------------------------------- Increase (decrease) due to Increase (decrease) due to --------------------------------- ------------------------------- Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- ------------------------------------------------------------------ Interest income: Loans receivable, net $1,123 $ 790 $1,913 $4,055 $ (869) $3,186 Mortgage-backed securities (7) 624 617 1,727 (253) 1,474 Investment securities (816) 350 (466) (123) (149) (272) Other interest-earning assets (525) 147 (378) (1,226) 281 (945) ------------------------------------------------------------------ Total interest-earning assets (225) 1,911 1,686 4,433 (990) 3,443 ------------------------------------------------------------------ Interest expense: Deposits (221) 658 437 (1,186) (1,566) (2,752) Advances from the FHLB and borrowings 188 322 510 4,848 (317) 4,531 ------------------------------------------------------------------ Total interest-bearing liabilities (33) 980 947 3,662 (1,883) 1,779 ------------------------------------------------------------------ Net change in net interest income $ (192) $931 $739 $ 771 $ 893 $1,664 ==================================================================
Comparison of Years Ended December 31, 2000 and December 31, 1999 Net Income. Net income was $4.482 million for the fiscal year ended December 31, 2000, an increase of $60,000 compared with the year ended December 31, 1999. While net income is essentially unchanged from 1999, the Corporation's basic earnings per share increased by 10% to $1.76 per share during 2000 due to the 84,706 net decrease in shares outstanding during the year. This decrease occurred as a result of the Corporation's share repurchases during 2000 which resulted in the repurchase of 138,112 shares of common stock, less 41,250 shares issued as a result of stock option exercises and less 12,156 shares allocated to employee stock ownership plan participants at year end. Total Interest Income. For the year ended December 31, 2000, total interest income increased to $48.7 million compared to $47.0 million from the year ended December 31, 1999. The $1.7 million increase in interest income was mainly the result of a $14.3 million increase in the average balance of loans receivable combined with a 27 basis point increase in the average rate paid on such loans. This rate increase is the result of the Corporation's loan origination and purchase activities during 2000, a period during which market interest rates, and thus the interest rates on new loans closed and purchased, were higher than those on the Corporation's existing portfolio. Interest income also increased due to a 23 basis point increase in the average interest rate on mortgage-backed securities. This rate increase also is the result of the Corporation's securities purchases during 2000, a period in which market interest rates on new purchases exceeded those interest rates on the Corporation's existing mortgage-backed securities. Total Interest Expense. Total interest expense increased to $28.9 million for the year ended December 31, 2000. This increase is mainly the result of higher market interest rates during the period and, consequently, higher rates paid on the Corporation's new certificates of deposit and borrowings. Allowance for Loan Losses. The allowance for loan losses was approximately $1.7 million at December 31, 2000 and $1.9 million at December 31, 1999. Non-performing loans were approximately $1.5 million at December 31, 2000 compared to $1.4 million a year earlier. Charge-off's were $613,000 during 2000 compared to $292,000 during 1999. The increase in charge-off's during 2000 is largely the result of a one-time, comprehensive review of the Corporation's student loan portfolio. At December 31, 2000 the allowance for loan losses was 116.0% of non-performing loans as compared to 145.6% of non-performing loans at December 31, 1999. While management maintains Third Federal's allowance for losses at a level which it considers to be adequate to provide for potential losses, there can be no assurance that further additions will not be made to the allowance and that such losses will not exceed the estimated amounts. Non-Interest Income. Total non-interest income was $1.4 million during 2000 compared with $1.6 million during 1999. During 1999 the Corporation recorded a one-time gain of $350,000 on the sale of real estate held for investment compared to no such gain during 2000. Non-interest Expense. Total non-interest expense increased by $875,000 during 2000 compared to 1999. This increase occurred mainly from $569,000 increase in employee compensation and benefits, the result of the full year effect of two new branch offices, lending, sales and support staff associated with the expansion of the Corporation's retail banking facilities throughout 1999 and early 2000. In addition, during 2000 the Corporation intentionally increased its advertising expenditures by $391,000 and decreased by $333,000 expenditures related to the use of outside professional services for special projects. Income Tax Expense. The Corporation's effective tax rate was 30.5% during 2000 compared to 35.1% during 1999. The decrease occurred as a result of certain tax reduction efforts initiated during 1998 and 1999. Comparison of Years Ended December 31, 1999 and December 31, 1998 Net Income. Net income was $4.4 million for the fiscal year ended December 31, 1999, an increase of $384,000 or 9.5% compared with the year ended December 31, 1998. The increase in earnings is mainly the result of a $1.7 million increase in net interest income, offset by an increase of $240,000 in the provision for possible loan losses, and a $807,000 increase in non-interest expenses. In addition, during 1998 the Corporation recorded $208,000 (after tax) income related to the adoption of Statement of Financial Accounting Standards No. 133, while no such income was recorded during 1999. Total Interest Income. For the year ended December 31, 1999, total interest income increased to $47.0 million compared to $43.6 million from the year ended December 31, 1998. The $3.4 million increase in interest income was mainly the result of a $52.5 increase in the average balance of loans receivable which occurred as a result of the purchase of $83.6 million of loans during the year, offset by net reductions in loans receivable of $35.6 million caused by repayments of existing loans having exceeded new loan originations. Interest income also increased due to a $26.8 million increase in the average balance of mortgage-backed securities. Offsetting these items which caused interest income to increase was the reduction caused by a $26.1 million decrease in the average balance of the Corporation's other interest-earning assets that were low yielding and short-term in nature. Also having a negative effect on the Corporation's 1999 interest income was the high level of loan prepayments early in the year, the result of relatively low market rates of interest that cause borrowers to seek to refinance their existing loans. Total Interest Expense. Total interest expense increased to $28.0 million for the year ended December 31, 1999. This increase is mainly the result of an $87.4 million increase in the average balance of FHLB advances and other borrowings. Offsetting this increase were the reductions attributable to a lower level of deposits at a lower average cost. Each of these elements was the result of a lowering of certificate of deposit balances caused by management's decision to price such deposits less aggressively. Allowance for Loan Losses. The allowance for loan losses was approximately $1.9 million at December 31, 1999 and 1998. Non-performing loans were approximately $1.4 million at December 31, 1999 compared to $1.6 million a year earlier. Charge-off's were $292,000 during 1999 compared to $180,000 during 1998. At December 31, 1999 the allowance for loan losses was 145.6% of non-performing loans as compared to 119.2% of non-performing loans at December 31, 1998. While management maintains Third Federal's allowance for losses at a level which it considers to be adequate to provide for potential losses, there can be no assurance that further additions will not be made to the allowance and that such losses will not exceed the estimated amounts. Non-Interest Income. Total non-interest income was $1.6 million during 1999 compared with $1.5 million during 1998. The 1999 gains included $350,000 related to the Corporation's real estate held for investment. During 1998, the Corporation recorded a total of $440,000 from the sales of loans and securities, while there were no such gains recorded during 1999. Non-interest Expense. Total non-interest expense increased by $807,000 during 1999 compared to 1998. This increase occurred mainly from $569,000 increase in employee compensation and benefits, the result of a new branch office, lending, sales and support staff associated with the expansion of the Corporation's retail banking facilities. In addition, during 1998, the Corporation ceased outsourcing its information technology needs, resulting in a shift of expenses out of data processing and into other non-interest expense categories. Income Tax Expense. The Corporation's effective tax rate was 35.1% during 1999 compared to 39.6% during 1998. The decrease occurred as a result of certain tax reduction efforts initiated during 1998. Liquidity and Capital Resources Liquidity. The Savings Bank's liquidity is a measure of its ability to fund loans, pay withdrawals of deposits, and other cash outflows in an efficient, cost-effective manner. The Savings Bank's primary sources of funds are deposits, borrowings, and scheduled amortization and prepayment of loan and mortgage-backed security principal. During the past several years, the Savings Bank has used such funds primarily to fund maturing time deposits, pay savings withdrawals, fund lending commitments, purchase new investments, repurchase its common stock, and increase the Savings Bank's, along with the Corporation's, liquidity. The Savings Bank is currently able to fund its operations internally but has, when deemed prudent, borrowed funds from the Federal Home Loan Bank. As of December 31, 2000, such borrowed funds totaled $244.9 million. Loan prepayments, maturing investments and mortgage-backed security prepayments are greatly influenced by general interest rates, economic conditions and competition. The Savings Bank is required under federal regulations to maintain certain specified levels of "liquid investments", which include certain United States government obligations and other approved investments. Current regulations require the Savings Bank to maintain liquid assets of not less than 4% of its net withdrawable accounts plus short term borrowings. Short-term liquid assets must consist of not less than 1% of such accounts and borrowings, which amount is also included within the 4% requirement. These levels may be changed from time to time by the regulators to reflect current economic conditions. The Savings Bank was in compliance with all of its liquidity requirements at December 31, 2000. The amount of certificate accounts that are scheduled to mature during the twelve months ending December 31, 2001, is approximately $126.2 million. To the extent that these deposits do not remain at the Savings Bank upon maturity, the Savings Bank believes that it can replace these funds with deposits, excess liquidity, FHLB advances or other borrowings. It has been the Savings Bank's experience that substantial portions of such maturing deposits remain at the Savings Bank. At December 31, 2000, the Savings Bank had outstanding commitments to originate loans or fund unused lines of credit of $42.5 million. Funds required to fill these commitments will be derived primarily from current excess liquidity, deposit inflows or loan and security repayments. At December 31, 2000, the Savings Bank had no outstanding commitments to sell loans. Capital. Under current regulations, the Savings Bank must have core capital equal to 4% of adjusted total assets and risk-based capital equal to 8% of risk-weighted assets, of which 1.5% must be tangible capital, excluding goodwill and certain other intangible assets. On December 31, 2000, the Savings Bank met its three regulatory capital requirements. Management believes that under current regulations, the Savings Bank will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond the control of the Savings Bank, such as increased interest rates or a downturn in the economy in areas in which the Savings Bank operates, could adversely affect future earnings and as a result, the ability of the Savings Bank to meet its future minimum capital requirements. ASSET AND LIABILITY MANAGEMENT The Savings Bank has established an Asset/Liability Management Committee (ALCO) for the purpose of monitoring and managing market risk, which is defined as the risk of loss of net interest income or economic value arising from changes in market rates and prices. The type of market risk which most affects the Corporation's financial instruments is interest rate risk, which is best quantified by measuring the change in net interest income that would occur under specific changes in interest rates. Substantially all of the Savings Bank's interest bearing assets and liabilities are exposed to interest rate risk. Loss of economic value is measured using reports generated by the OTS wherein the current market value of portfolio equity, or economic value, is measured at different hypothetical interest rate levels centered on the current term structure of interest rates. Gap reports are used to measure the amount of, and expected change during a one-year forward period, the net amount of assets and liabilities repricing, pre-paying and maturing during future periods. Because the Corporation's bank subsidiary is a savings bank and is regulated by the OTS, it has policies or procedures in place for measuring interest rate risk. These policies and procedures stipulate acceptable levels of interest rate risk. Interest Rate Risk Measurements. In order to measure interest rate risk internally, the Corporation uses computer programs which enable it to simulate the changes that will occur to the Savings Bank's net interest income ("NII") over several interest rate scenarios which are developed by "shocking" market interest rates (i.e. moving them immediately and permanently) up and down in 100 basis point increments from their current levels, and by "ramping" interest rates in such a manner as to adversely affect the Savings Bank's simulated net interest income. In addition to the level of interest rates, the most critical assumption regarding the estimated amount of the Savings Bank's NII is the expected prepayment speed of the Savings Bank's 1-4 family residential loans, and related mortgage backed securities, the book value of which comprises approximately 61% of the Corporation's total assets. For this prepayment speed assumption the Corporation uses median expected prepayment speeds which are obtained from a reliable third party source. The Corporation also incorporates into its simulations the effects of the interest rate caps and interest rate floors that are part of the majority of the Savings Bank's variable rate loans. The Corporation uses its business planning forecast as the basis for its NII simulations. Therefore, planned business activities are incorporated into the measurement horizon. Such activities include assumptions about substantial new loan and deposit volumes, the pricing of loan and deposit products, and other assumptions about future activities that may or may not be realized. In order to quantify the Corporation's NII exposure, the Corporation focuses on the simulation of net interest income in the "shocked up 200 basis points" scenario. The Corporation also uses the results of the OTS model's forecast of market value of portfolio equity under different interest rate scenarios. In addition, the Corporation prepares current period and one-year forward "gap" reports in order to show potential mis-matches of repricing or cash flows from the Corporation's current and projected interest rate sensitive assets and liabilities. ALCO evaluates the simulation results, the OTS model results and the "gap" reports and makes adjustments to the Savings Bank's planned activities if in its view there is a need to do so. At December 31, 2000, the change in net interest income over a one-year horizon using simulation methodologies was a $600,000 or a 3.1% decrease in expected net interest income. The market value of portfolio equity decreased by $16.4 million in the "up 200 basis points" interest rate scenario, and the Corporation estimated its one-year negative gap (i.e. liabilities repricing/maturing in excess of assets repricing/maturing) to be $57.3 million. However, these measurements are highly subjective in nature and are not intended to be a forecast interest income or economic value under any rate scenario for the year 2001 or for any other period. Impact of Inflation and Changing Prices The consolidated financial statements and related data have been prepared in accordance with accounting principles generally accepted in the United States of America which require the measurement of financial position and operating results in terms of historical dollars, without consideration for changes in the relative purchasing power of money over time caused by inflation. Unlike industrial companies, nearly all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such goods and services are affected by inflation. In the current interest rate environment, liquidity and the maturity structure of the Savings Bank's assets and liabilities are critical to the maintenance of acceptable performance levels. Impact of Future Accounting Pronouncements Future accounting pronouncements being presently discussed have not been formulated in detail sufficient to enable the Corporation to assess their impact on the future financial condition or results of operations of the Corporation. Report of Independent Certified Public Accountants -------------------------------------------------- Board of Directors TF Financial Corporation We have audited the accompanying consolidated statements of financial position of TF Financial Corporation and Subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of earnings, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the following consolidated financial statements present fairly, in all material respects, the consolidated financial position of TF Financial Corporation and Subsidiaries as of December 31, 2000 and 1999, and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/Grant Thornton LLP Philadelphia, Pennsylvania January 25, 2001 TF Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31, ASSETS 2000 1999 ------------ ------------ (in thousands) Cash and cash equivalents $ 10,618 $ 16,715 Certificates of deposit in other financial institutions 191 847 Investment securities available for sale - at fair value 18,865 21,930 Investment securities held to maturity (fair value of $61,919 and $64,538 as of December 31, 2000 and 1999, respectively) 63,461 66,760 Mortgage-backed securities available for sale - at fair value 97,914 132,515 Mortgage-backed securities held to maturity (fair value of $133,458 and $154,188 as of December 31, 2000 and 1999, respectively) 135,142 159,888 Loans receivable, net 361,806 287,979 Federal Home Loan Bank stock - at cost 13,042 13,042 Accrued interest receivable 5,523 4,958 Premises and equipment, net 9,410 9,177 Goodwill and other intangible assets, net 5,809 6,570 Other assets 1,516 1,493 --------- --------- TOTAL ASSETS $ 723,297 $ 721,874 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $ 400,851 $401,698 Advances from the Federal Home Loan Bank 244,859 248,533 Other borrowings 14,962 15,766 Advances from borrowers for taxes and insurance 1,158 1,198 Accrued interest payable 4,670 3,749 Other liabilities 3,688 2,483 --------- --------- Total liabilities 670,188 673,427 --------- --------- Stockholders' equity Preferred stock, no par value; 2,000,000 shares authorized at December 31, 2000 and 1999, none issued - - Common stock, $0.10 par value; 10,000,000 shares authorized, 5,290,000 shares issued, 2,491,454 and 2,576,160 shares outstanding at December 31, 2000 and 1999, respectively, net of shares in treasury: 2000 - 2,534,088; 1999 - 2,437,226 529 529 Retained earnings 51,604 48,760 Additional paid-in capital 52,161 52,076 Unearned ESOP shares (2,644) (2,766) Shares acquired by MSBP (4) (71) Treasury stock - at cost (48,173) (46,996) Accumulated other comprehensive loss (364) (3,085) --------- --------- Total stockholders' equity 53,109 48,447 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 723,297 $ 721,874 ========= =========
The accompanying notes are an integral part of these statements. 4 TF Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS Year ended December 31,
2000 1999 1998 ------------ ------------ ------------ (in thousands, except per share data) Interest income Loans, including fees $ 23,756 $ 21,843 $ 18,657 Mortgage-backed securities 18,449 17,831 16,357 Investment securities 6,180 6,646 6,918 Interest-bearing deposits and other 323 702 1,647 --------- --------- --------- TOTAL INTEREST INCOME 48,708 47,022 43,579 --------- --------- --------- Interest expense Deposits 15,082 14,645 17,397 Borrowings 13,839 13,329 8,798 --------- --------- --------- TOTAL INTEREST EXPENSE 28,921 27,974 26,195 --------- --------- --------- NET INTEREST INCOME 19,787 19,048 17,384 Provision for possible loan losses 410 300 60 --------- --------- --------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 19,377 18,748 17,324 --------- --------- --------- Non-interest income Gain on sale of real estate held for investment - 350 - Gain on sale of investment and mortgage-backed securities 46 - 349 Gain on sale of loans 33 - 91 Service fees, charges and other operating income 1,353 1,239 1,095 --------- --------- --------- TOTAL NON-INTEREST INCOME 1,432 1,589 1,535 --------- --------- --------- Non-interest expense Employee compensation and benefits 7,339 6,770 6,201 Occupancy and equipment 2,392 2,055 1,854 Federal deposit insurance premium 85 258 275 Data processing 14 19 459 Professional fees 385 718 554 Advertising 711 320 333 Other operating 2,717 2,568 2,161 Amortization of goodwill and other intangible assets 761 821 885 --------- --------- --------- TOTAL NON-INTEREST EXPENSE 14,404 13,529 12,722 --------- --------- --------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 6,405 6,808 6,137 Income taxes 1,923 2,386 2,307 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 4,482 4,422 3,830 Cumulative effect of accounting change - - 208 --------- --------- --------- NET INCOME $ 4,482 $ 4,422 $ 4,038 ========= ========= ========= Earnings per share - basic $ 1.76 $ 1.60 $ 1.39 ========= ========= ========= Earnings per share - diluted $ 1.71 $ 1.52 $ 1.26 ========= ========= =========
The accompanying notes are an integral part of these statements. 5 TF Financial Corporation and Subsidiaries CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Years ended December 31, 2000, 1999 and 1998 (in thousands, except share data)
Accumu lated Common stock Addi- other ----------------------- tional Unearned Shares compre- Compre- Par paid-in ESOP acquired by Treasury Retained hensive hensive Shares value capital shares MSBP stock earnings (loss) Total income --------- -------- ------- ------- ------- -------- -------- ------- ------- ----------- Balance at January 1, 1998 2,886,251 $ 529 $51,775 $(3,010) $(895) $(41,649) $43,176 $ 169 $50,095 Allocation of ESOP shares 12,233 - 166 122 - - - - 288 Amortization of MSBP expense - - 33 - 427 - - - 460 Purchase of treasury stock (50,000) - (17) - - (924) - - (941) Cash dividends - common stock - - - - - - (1,387) - (1,387) Exercise of options 9,448 - - - - 187 (65) - 122 Other comprehensive loss, net of reclassification adjustments and taxes - - - - - - - (15) (15) $ (15) Net income for the year ended December 31, 1998 - - - - - - 4,038 - 4,038 4,038 --------- -------- ----- ------- ----- -------- ------- ------- ------- ------- Comprehensive income $ 4,023 ======= Balance at December 31, 1998 2,857,932 529 51,957 (2,888) (468) (42,386) 45,762 154 52,660 Allocation of ESOP shares 12,156 - 86 122 - - - - 208 Amortization of MSBP expense - - 33 - 397 - - - 430 Purchase of treasury stock (303,578) - - - - (4,800) - - (4,800) Cash dividends on common stock - - - - - - (1,359) - (1,359) Exercise of options 9,650 - - - - 190 (65) - 125 Other comprehensive loss, net of taxes - - - - - - - (3,239) (3,239) (3,239) Net income for the year ended December 31, 1999 - - - - - - 4,422 - 4,422 4,422 --------- --------- ------- ------- ------ -------- -------- ------- ------- ------- Comprehensive income $ 1,183 ======= Balance at December 31, 1999 2,576,160 529 52,076 (2,766) (71) (46,996) 48,760 (3,085) 48,447
(Continued) TF Financial Corporation and Subsidiaries CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED Years ended December 31, 2000, 1999 and 1998 (in thousands, except share data)
Accumu lated Common stock Addi- other ----------------------- tional Unearned Shares compre- Compre- Par paid-in ESOP acquired by Treasury Retained hensive hensive Shares value capital shares MSBP stock earnings (loss) Total income --------- -------- ------- ------- ------- -------- -------- ------- ------- --------- Balance at December 31, 1999 2,576,160 $ 529 $52,076 $(2,766) $ (71) $(46,996) $48,760 $(3,085) $48,447 Allocation of ESOP shares 12,156 - 52 122 - - - - 174 Amortization of MSBP expense - - 33 - 67 - - - 100 Purchase of treasury stock (138,112) - - - - (1,972) - - (1,972) Cash dividends on common stock - - - - - - (1,326) - (1,326) Exercise of stock options 41,250 - - - - 795 (312) - 483 Other comprehensive income, net of reclassification adjustments and taxes - - - - - - - 2,721 2,721 $2,721 Net income for the year ended December 31, 2000 - - - - - - 4,482 - 4,482 4,482 --------- -------- ------- ------- ----- -------- ------- ------- ------- ------ Comprehensive income $7,203 ====== Balance at December 31, 2000 2,491,454 $ 529 $52,161 $(2,644) $ (4) $(48,173) $51,604 $ (364) $53,109 ========= ============= ======= ======= ===== ======== ======= ======= =======
The accompanying notes are an integral part of this statement. 7 TF Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31,
2000 1999 1998 ------------ ------------ ------------ (in thousands) OPERATING ACTIVITIES Net income $ 4,482 $ 4,422 $ 4,038 Adjustments to reconcile net income to net cash provided by operating activities Amortization of Mortgage loan servicing rights 13 14 16 Deferred loan origination fees (119) (75) (118) Premiums and discounts on investment securities, net 65 36 100 Premiums and discounts on mortgage-backed securities and loans, net (544) 607 705 Goodwill and other intangibles 761 821 677 Deferred income taxes (122) 99 (135) Provision for loan losses and provision for losses on real estate 459 306 60 Depreciation of premises and equipment 1,040 903 847 Stock-based benefit programs 274 637 748 Gain on sale of Investment securities (46) - (681) Real estate acquired through foreclosure (48) (5) (44) Sale of real estate held for investment - (350) - Mortgage loans (33) - (91) (Increase) decrease in Accrued interest receivable (565) (400) (601) Other assets (283) (210) 30 Increase (decrease) in Accrued interest payable 921 (417) 1,696 Other liabilities (122) (2,822) 1,338 ------------ --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES 6,133 3,566 8,585 ----------- --------- --------- INVESTING ACTIVITIES Loan originations and principal payments on loans, net (2,831) 35,634 30,983 Principal repayments on mortgage-backed securities held to maturity 24,827 56,448 60,899 Principal repayments on mortgage-backed securities available for sale 11,925 20,258 19,292 Purchases of loans (72,990) (83,643) (40,708) Proceeds from loan sales 1,669 - 19,496 Purchases and maturities of certificates of deposit in other financial institutions, net 656 1,391 499 Purchases of investment and mortgage-backed securities held to maturity (96,595) (189,650) (293,959) Purchase of investment securities and mortgage-backed securities available for sale (11,508) (108,882) (251,164)
(Continued) 8 TF Financial Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED Year ended December 31,
2000 1999 1998 ------------ ------------ ------------ (in thousands) Purchase and maturities of securities purchased under agreement to resell, net $ - $ - $ 10,000 Proceeds from maturities of investment securities held to maturity 99,726 174,104 123,842 Proceeds from maturities of investment securities available for sale - 6,000 223,376 Proceeds from the sale of investment and mortgage-backed securities available for sale 41,892 3,145 37,373 Purchase of Federal Home Loan Bank stock - (3,874) (4,250) Sale (purchase) of real estate held for investment - 2,698 (2,348) Proceeds from sales of real estate acquired through foreclosure 452 195 246 Purchase of premises and equipment (1,273) (1,063) (1,975) -------- --------- -------- NET CASH USED IN INVESTING ACTIVITIES (4,050) (87,239) (68,398) -------- --------- -------- FINANCING ACTIVITIES Net decrease in demand deposit/NOW accounts, passbook savings accounts and certificates of deposit (847) (37,215) (11,516) Net increase (decrease) in advances from Federal Home Loan Bank (3,674) 85,174 75,000 Net increase (decrease) in securities sold under agreements to repurchase (804) 15,766 - Net decrease in advances from borrowers for taxes and insurance (40) (6) (387) Treasury stock acquired (1,972) (4,800) (941) Exercise of stock options 483 125 122 Common stock dividends paid (1,326) (1,359) (1,387) -------- --------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (8,180) 57,685 60,891 -------- --------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,097) (25,988) 1,078 Cash and cash equivalents at beginning of year 16,715 42,703 41,625 -------- --------- -------- Cash and cash equivalents at end of year $ 10,618 $ 16,715 $ 42,703 ======== ========= ======== Supplemental disclosure of cash flow information Cash paid for Interest on deposits and advances $ 28,122 $ 28,391 $ 24,498 Income taxes $ 1,675 $ 1,940 $ 2,651 Non-cash transactions Transfers from loans to real estate acquired through foreclosure $ 127 $ 434 $ 159
The accompanying notes are an integral part of these statements. 9 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES TF Financial Corporation (TF Financial) is a unitary savings and loan holding company, organized under the laws of the State of Delaware, which conducts its consumer banking operations primarily through its wholly owned subsidiaries, Third Federal Savings Bank (Third Federal or the Bank) and TF Investments Corporation (TF Investments). Third Federal is a federally chartered-stock savings bank insured by the Federal Deposit Insurance Corporation. Third Federal is a community-oriented savings institution that conducts operations from its main office in Newtown, Pennsylvania, eleven full-service branch offices located in Philadelphia and Bucks counties, Pennsylvania, and four full-service branch offices located in Mercer County, New Jersey. The Bank competes with other banking and financial institutions in its primary market communities, including financial institutions with resources substantially greater than its own. Commercial banks, savings banks, savings and loan associations, credit unions and money market funds actively compete for savings and time deposits and loans. Such institutions, as well as consumer finance and insurance companies, may be considered competitors of the Bank with respect to one or more of the services it renders. The Bank is subject to regulations of certain state and federal agencies and, accordingly, those regulatory authorities periodically examine it. As a consequence of the extensive regulation of commercial banking activities, the Bank's business is particularly susceptible to being affected by state and federal legislation and regulations. 1. Principles of Consolidation and Basis of Presentation ----------------------------------------------------- The consolidated financial statements include the accounts of TF Financial and its wholly owned subsidiaries: Third Federal, and its wholly owned subsidiary, Third Delaware Corporation, TF Investments, Teragon Financial Corporation and Penns Trail Development Corporation (collectively, the Corporation). All material intercompany balances and transactions have been eliminated in consolidation. The accounting policies of the Corporation conform to accounting principles generally accepted in the United States of America (US GAAP) and predominant practices within the banking industry. The preparation of financial statements in conformity with US 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. The more significant accounting policies are summarized below. 2. Cash and Cash Equivalents ------------------------- The Corporation considers cash, due from banks, federal funds sold and interest-bearing deposits in other financial institutions, with original terms to maturity of less than three months, as cash equivalents for presentation purposes in the consolidated statements of financial position and cash flows. 3. Investment and Mortgage-Backed Securities ----------------------------------------- The Corporation accounts for investment and mortgage-backed securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. The Corporation classifies its investment, mortgage-backed and marketable equity securities in one of three categories: held to maturity, trading, or available for sale. The Corporation does not presently engage in security trading activities. (Continued) 10 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued Investment, mortgage-backed and marketable equity securities available for sale are stated at fair value, with net unrealized gains and losses excluded from income and reported in other comprehensive income. Realized gains and losses on the sale of securities are recognized using the specific identification method. Investment and mortgage-backed securities held to maturity are carried at cost, net of unamortized premiums and discounts, which are recognized in interest income using the interest method. The Corporation has the ability and it is management's intention to hold such assets to maturity. In June 1998, the SFAS No. 133, ("SFAS 133") "Accounting for Derivative Instruments and Hedging Activities" as amended in June, 1999 by SFAS 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," and in June, 2000, by SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," (collectively SFAS 133). SFAS 133 requires that entities recognize all derivatives as either assets or liabilities in the statement of financial condition and measure those instruments at fair value. Under SFAS 133 an entity may designate a derivative as a hedge of exposure to either changes in: (a) fair value of a recognized asset or liability or firm commitment, (b) cash flows of a recognized or forecasted transaction, or (c) foreign currencies of a net investment in foreign operations, firm commitments, available-for-sale securities or a forecasted transaction. Depending upon the effectiveness of the hedge and/or the transaction being hedged, any changes in the fair value of the derivative instrument is either recognized in earnings in the current year, deferred to future periods, or recognized in other comprehensive income. Changes in the fair value of all derivative instruments not recognized as hedge accounting are recognized in current year earnings. On October 1, 1998, the Corporation adopted SFAS No. 133. Concurrent with the adoption, the Corporation transferred $23,198,000 of mortgage-backed securities from the held to maturity category to the available for sale category and recorded $349,000, net of taxes, of unrealized holding gains in other comprehensive income. The Corporation also transferred $19,671,000 of mortgage-backed securities to the trading category and reported a cumulative effect adjustment of $208,000, net of taxes, resulting from the accounting change. Statement of Financial Accounting Standards No. 119 "Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments" ("SFAS 119") requires disclosures about financial instruments, which are defined as futures, forwards, swap and option contracts and other financial instruments with similar characteristics. On balance sheet receivables and payables are excluded from this definition. The Company did not hold any derivative financial instruments as defined by SFAS 119 at December 31, 2000, 1999 or 1998. 4. Loans Receivable ---------------- Loans receivable are stated at unpaid principal balances less the allowance for loan losses and net deferred loan origination fees and unamortized premiums. Loan origination fees and unamortized premiums on mortgage loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for actual prepayments. Management's periodic evaluation of the adequacy of the loan loss allowance is based on the Bank's historical loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral and current economic conditions. Actual losses may be higher or lower than historical trends, which vary. The allowance for loan losses is increased by charges to income and decreased by charge-off's (net of recoveries). 11 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued The Bank provides an allowance for accrued but uncollected interest when the loan becomes more than ninety days past due or is identified as impaired. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received until, in management's judgment, the borrower's ability to make periodic interest and principal payments is no longer impaired, in which case the loan is returned to accrual status. The Corporation accounts for loans in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures. SFAS No. 114 requires that a creditor measure impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. Regardless of the measurement method, a creditor must measure impairment based on the fair value of the collateral when the creditor determines that foreclosure is probable. SFAS No. 118 allows creditors to use existing methods for recognizing interest income on impaired loans. The Bank identifies a loan as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. The accrual of interest is discontinued on such loans and cash payments received are applied to reduce principal. Loan impairment is measured by estimating the expected future cash flows and discounting them at the respective effective interest rate or by valuing the underlying collateral. An allowance for credit losses has been established for all loans identified as impaired. 5. Premises and Equipment ---------------------- Land is carried at cost. Buildings and furniture, fixtures and equipment are carried at cost less accumulated depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the assets. 6. Goodwill and Other Intangible Assets ------------------------------------ The Bank acquired three Mercer County, New Jersey offices and related deposits of Cenlar Federal Savings Bank. The Bank assumed $137.6 million in deposits in exchange for $126.5 million in cash. As a result of the acquisition, the Bank recorded core deposit intangible of $2.9 million and goodwill of $6.6 million. The core deposit intangible acquired is being amortized on an accelerated basis over 10 years. The goodwill acquired is being amortized on a straight-line basis over 15 years. Amortization expense for 2000, 1999 and 1998 was $761,000, $819,000 and $677,000, respectively. The Corporation accounts for impairment of assets in accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, which provides guidance on when to recognize and how to measure impairment losses of long-lived assets and certain identifiable intangibles, and how to value long-lived assets to be disposed of. No impaired assets existed at December 31, 2000 and 1999. (Continued) 12 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 7. Transfers of Financial Assets ----------------------------- The Corporation accounted for the transfer of financial assets in accordance with SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as amended by SFAS No. 127, Deferral of the Effective Date of Certain Provisions of SFAS No. 125. SFAS No. 125 applies a control-oriented, financial components approach to financial asset transfer transactions whereby the Corporation: (1) recognizes the financial and servicing assets it controls and the liabilities it has incurred; (2) derecognizes financial assets when control has been surrendered; and (3) derecognizes liabilities once they are extinguished. Under SFAS No. 125, control is considered to have been surrendered only if: (i) the transferred assets have been isolated from the transferor and its creditors, even in bankruptcy or other receivership; (ii) the transferee has the right to pledge or exchange the transferred assets or is a qualifying special-purpose entity, and the holders of beneficial interests in that entity have the right to pledge or exchange those interests; and (iii) the transferor does not maintain effective control over the transferred assets through an agreement which both entitles and obligates it to repurchase or redeem those assets prior to maturity, or through an agreement which entitles it to repurchase or redeem those assets if they were not readily obtainable elsewhere. If any of these conditions are not met, the Corporation accounts for the transfer as a secured borrowing. In September 2000, the Financial Accounting Standards Board issued SFAS No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," replacing SFAS No. 125. This new statement revises the standard for accounting and reporting for transfers and servicing of financial assets and extinguishments of liabilities. The new standard is based on consistent application of a financial-components approach that recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished. The standard provides consistent guidelines for distinguishing transfers of financial assets from transfers that are secured borrowings. SFAS 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. However, for recognition and reclassification of collateral and for disclosures relating to securitizations transactions and collateral this statement is effective for fiscal years ending after December 15, 2000 with earlier application not allowed and is to be applied prospectively. Management does not expect this new standard to have a material impact upon the Company's consolidated financial statements. 8. Benefit Plans ------------- The Corporation has established an Employee Stock Ownership Plan (ESOP) covering eligible employees with six months of service, as defined by the ESOP. The Corporation accounts for the ESOP in accordance with the American Institute of Certified Public Accountants' Statement of Position (SOP) 93-6, Employers' Accounting for Employee Stock Ownership Plans. SOP 93-6 addresses the accounting for shares of stock issued to employees by an ESOP. SOP 93-6 requires that the employer record compensation expense in the amount equal to the fair value of shares committed to be released from the ESOP to employees. In addition, the Corporation established a Management Stock Bonus Plan (MSBP) for directors and key personnel. (Continued) 13 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued The Corporation accounts for stock-based compensation in accordance with SFAS No. 123, Accounting for Stock-Based Compensation, which contains a fair value-based method for valuing stock-based compensation that entities may use, which measures compensation cost at the grant date based on the fair value of the award. Compensation is then recognized over the service period, which is usually the vesting period. Alternatively, the standard permits entities to continue accounting for employee stock options and similar instruments under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Entities that continue to account for stock options using APB Opinion No. 25 are required to make pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in SFAS No. 123 had been applied. The Corporation's employee stock option plan is accounted for under APB Opinion No. 25. The corporation follows SFAS No. 132, Employers' Disclosures about Pensions and Other Postretirement Benefits. SFAS No. 132 revises employers' disclosures about pension and other postretirement benefit plans. It eliminates certain disclosures and requires additional information about changes in the benefit obligation and the fair values of plan assets. The financial statement disclosures have been revised to reflect the provisions of SFAS No. 132. 9. Income Taxes ------------ The Corporation accounts for income taxes under the liability method specified in SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Under SFAS No. 109, the effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. 10. Advertising Costs ----------------- The Corporation expenses advertising costs as incurred. 11. Earnings Per Share ------------------ The Corporation follows the provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 eliminates primary and fully diluted earnings per share and requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. (Continued) 14 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 12. Comprehensive Income -------------------- On January 1, 1998, the Corporation adopted SFAS No. 130, Reporting Comprehensive Income. SFAS 130 establishes standards to provide prominent disclosure of comprehensive income items. Comprehensive income is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Corporation's other comprehensive income consists of net unrealized gains and losses on investment securities available for sale. Comprehensive income for 2000, 1999 and 1998 was $7,203,000, $1,183,000, and $4,023,000, respectively. The components of other comprehensive income (loss) are as follows:
December 31, 2000 ----------------------------------------------- Tax Before tax (expense) Net of tax amount benefit amount ----------- ------------- ----------- (in thousands) Unrealized gains on securities Unrealized holding gains arising during period $ 4,165 $ (1,414) $ 2,751 Reclassification adjustment for gains realized in net income (46) 16 (30) --------- ---------- -------- Other comprehensive income, net $ 4,119 $ (1,398) $ 2,721 ======== ========== ========
December 31, 1999 ----------------------------------------------- Tax Before tax (expense) Net of tax amount benefit amount ----------- ------------- ----------- (in thousands) Unrealized losses on securities Unrealized holding losses arising during period $ (4,927) $ 1,688 $ (3,239) --------- --------- --------- Other comprehensive loss, net $ (4,927) $ 1,688 $ (3,239) ========= ========= =========
December 31, 1998 ----------------------------------------------- Tax Before tax (expense) Net of tax amount benefit amount ----------- ------------- ----------- (in thousands) Unrealized gains on securities Unrealized holding gains arising during period $ 324 $ (126) $ 198 Reclassification adjustment for gains realized in net income (349) 136 (213) --------- ---------- ---------- Other comprehensive income, net $ (25) $ 10 $ (15) ========= ========== ==========
(Continued) 15 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 13. Segment Reporting ------------------ On January 1, 1998, the Corporation adopted SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS 131 established standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in subsequent interim financial reports issued to shareholders. It also establishes standards for related disclosure about products and services, geographic areas, and major customers. The statement requires that a public business enterprise report financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and assess performance. The statement also requires that public enterprises report a measure of segment profit or loss, certain specific revenue and expense items and segment assets. It also requires that information be reported about revenues derived from the enterprises' products or services, or about the countries in which the enterprises earn revenues and holds assets, and about major customers, regardless of whether that information is used in making operating decisions. The Corporation has one reportable segment, "Community Banking." All of the Corporation's activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Corporation supports the others. For example, commercial lending is dependent upon the ability of the Bank to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer and residential mortgage lending. Accordingly, all significant operating decisions are based upon analysis of the Corporation as one operating segment or unit. 14. Reclassifications ----------------- Certain prior year amounts have been reclassified to conform to the current period presentation. NOTE B - CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of the following:
December 31, ------------------------------- 2000 1999 ------------ ------------- (in thousands) Cash and due from banks $ 8,744 $ 11,578 Interest-bearing deposits in other financial institutions 1,774 5,037 Federal funds sold 100 100 ---------- --------- $ 10,618 $ 16,715 ========== =========
(Continued) 16 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE C - SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL The Bank enters into purchases of securities under agreements to resell substantially identical securities. There were no outstanding securities purchased under agreements to resell at December 31, 2000 or 1999. The amounts advanced under these agreements represent short-term loans and are reflected as a receivable in the consolidated statements of financial position. The securities underlying the agreements are book-entry securities. During the period, the securities were delivered by appropriate entry into a third-party custodian's account designated by the Bank under a written custodial agreement that explicitly recognizes the Bank's interest in the securities. Securities purchased under agreements to resell averaged $0 and $1.4 million during 2000 and 1999, respectively, and the maximum amounts outstanding at any month-end during 2000 and 1999 were $0 and $10.3 million, respectively. NOTE D - INVESTMENT AND MORTGAGE-BACKED SECURITIES The amortized cost, gross unrealized gains and losses, and fair value of the Corporation's investment and mortgage-backed securities at December 31, 2000 and 1999, are summarized as follows: December 31, 2000 ---------------------------------------------------------------- Gross Gross Amortized unrealized unrealized Fair cost gains losses value --------------- ------------- ------------ ----------- (in thousands) Investment securities held to maturity U.S. Government and federal agencies $ 52,499 $ 11 $ (1,494) $ 51,016 State and political subdivisions 5,958 133 (112) 5,979 Corporate debt securities 5,004 - (80) 4,924 ---------- ------------ -------------- ------------ 63,461 144 (1,686) 61,919 Mortgage-backed securities held to maturity 135,142 339 (2,023) 133,458 ---------- ------------ -------------- ------------ $ 198,603 $ 483 $ (3,709) $ 195,377 ========== ============ ============== ============ Investment securities available for sale U.S. Government and federal agencies $ 12,003 $ - $ (36) $ 11,967 Corporate debt securities 6,034 - (30) 6,004 Mutual funds 500 - (6) 494 Other 500 - (100) 400 ---------- ------------ -------------- ------------ 19,037 - (172) 18,865 Mortgage-backed securities available for sale 98,298 173 (557) 97,914 ---------- ------------ -------------- ------------ $ 117,335 $ 173 $ (729) $ 116,779 ========== ============ ============== ============
(Continued) 17 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE D - INVESTMENT AND MORTGAGE-BACKED SECURITIES - Continued
December 31, 1999 -------------------------------------------------------------- Gross Gross Amortized unrealized unrealized Fair cost gains losses value ---------- ------------- ------------ ----------- (in thousands) Investment securities held to maturity U.S. Government and federal agencies $ 57,455 $ 12 $ (1,967) $ 55,500 State and political subdivisions 4,284 22 (138) 4,168 Corporate debt securities 5,021 - (151) 4,870 --------- ---------- ---------- --------- 66,760 34 (2,256) 64,538 Mortgage-backed securities held to maturity 159,888 159 (5,859) 154,188 --------- ---------- ---------- --------- $ 226,648 $ 193 $ (8,115) $ 218,726 ========= ========== ========== ========= Investment securities available for sale U.S. Government and federal agencies $ 11,994 $ - $ (436) $ 11,558 State and political subdivisions 3,783 - (87) 3,696 Corporate debt securities 6,053 - (220) 5,833 Mutual funds 500 - (7) 493 Other 500 - (150) 350 ---------- ---------- ---------- --------- 22,830 - (900) 21,930 Mortgage-backed securities available for sale 136,291 16 (3,792) 132,515 ---------- ---------- ---------- --------- $ 159,121 $ 16 $ (4,692) $ 154,445 ========== ========== ========== =========
Gross realized gains were $151,000, $-0- and $379,000 for the years ended December 31, 2000, 1999 and 1998, respectively. These gains resulted from the sale of investment and mortgage-backed securities of $18.9 million, $3.1 million and $31.5 million for the years ended December 31, 2000, 1999 and 1998, respectively. Gross realized losses were $105,000, $-0- and $30,000 for the years ended December 31, 2000, 1999 and 1998, respectively. These losses resulted from the sale of investment and mortgage-backed securities of $23.0 million, $-0- and $5.9 million for the years ended December 31, 2000, 1999 and 1998, respectively. (Continued) 18 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE D - INVESTMENT AND MORTGAGE-BACKED SECURITIES - Continued The amortized cost and fair value of investment and mortgage-backed securities, by contractual maturity, are shown below.
December 31, 2000 ------------------------------------------------------------------- Held to maturity Available for sale -------------------------------- -------------------------------- Amortized Fair Amortized Fair cost value cost value --------------- -------------- -------------- -------------- (in thousands) Investment securities Due in one year or less $ 5,004 $ 4,924 $ 1,003 $ 897 Due after one year through five years 45,329 44,044 16,034 15,969 Due after five years through 10 years 10,859 10,736 2,000 1,999 Due after 10 years 2,269 2,215 - - ---------- --------- ---------- ----------- 63,461 61,919 19,037 18,865 Mortgage-backed securities 135,142 133,458 98,298 97,914 ---------- --------- ---------- ----------- $ 198,603 $ 195,377 $ 117,335 $ 116,779 ========== ========= ========== ==========
The amortized cost, gross unrealized gains and losses, and estimated market value of mortgage-backed securities, by issuer, are summarized as follows:
December 31, 2000 ------------------------------------------------------------------ Gross Gross Amortized unrealized unrealized Fair cost gains losses value --------------- ------------- ------------ ------------- (in thousands) Mortgage-backed securities held to maturity FHLMC certificates $ 45,971 $ 251 $ (420) $ 45,802 FNMA certificates 20,756 26 (378) 20,404 GNMA certificates 41,090 48 (620) 40,518 Real estate mortgage investment conduit 27,043 14 (603) 26,454 Other mortgage-backed securities 282 - (2) 280 ---------- -------- ----------- ---------- $ 135,142 $ 339 $ (2,023) $ 133,458 ========== ======== =========== ========== Mortgage-backed securities available for sale FHLMC certificates $ 1,419 $ 17 $ (5) $ 1,431 FNMA certificates 26,097 16 (434) 25,679 GNMA certificates 7,593 - (32) 7,561 Real estate mortgage investment conduit 63,189 140 (86) 63,243 ---------- -------- ---------- ---------- $ 98,298 $ 173 $ (557) $ 97,914 ========== ======== =========== ==========
(Continued) 19 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE D - INVESTMENT AND MORTGAGE-BACKED SECURITIES - Continued
December 31, 1999 ------------------------------------------------------------------ Gross Gross Amortized unrealized unrealized Fair cost gains losses value --------------- ------------- ------------ ------------- (in thousands) Mortgage-backed securities held to maturity FHLMC certificates $ 52,625 $ 94 $ (1,742) $ 50,977 FNMA certificates 24,983 28 (1,066) 23,945 GNMA certificates 46,651 37 (2,011) 44,677 Real estate mortgage investment conduit 35,271 - (1,036) 34,235 Other mortgage-backed securities 358 - (4) 354 ---------- ------------ ---------- ---------- $ 159,888 $ 159 $ (5,859) $ 154,188 ========== ============ ========== ========== Mortgage-backed securities available for sale FHLMC certificates $ 7,331 $ 5 $ (103) $ 7,233 FNMA certificates 29,780 10 (1,827) 27,963 GNMA certificates 8,759 - (421) 8,338 Real estate mortgage investment conduit 90,421 1 (1,441) 88,981 ---------- ------------ --------- ---------- $ 136,291 $ 16 $ (3,792) $ 132,515 ========== ============ ========= ==========
Investment securities having an aggregate amortized cost of approximately $21.0 million and $5.0 million were pledged to secure public deposits at December 31, 2000 and 1999, respectively. There were no securities held other than U.S. Government and agencies from a single issuer that represented more than 10% of stockholders' equity. NOTE E - LOANS RECEIVABLE Loans receivable are summarized as follows:
December 31, ------------------------------- 2000 1999 ------------ ------------- (in thousands) First mortgage loans (principally conventional) Secured by one-to-four family residences $ 211,065 $ 168,057 Secured by other non-residential properties 77,486 65,346 Construction loans 13,950 12,074 ---------- ---------- 302,501 245,477 Less net deferred loan origination fees and unamortized premiums (1,430) (99) ---------- ----------- Total first mortgage loans $ 301,071 $ 245,378 ========== ==========
(Continued) 20 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE E - LOANS RECEIVABLE - Continued
December 31, ------------------------------- 2000 1999 ------------ ------------- (in thousands) Consumer and other loans Commercial $ 14,630 $ 9,339 Home equity and second mortgage 20,887 16,816 Leases 3,493 3,195 Other 23,006 14,945 ---------- ---------- 62,016 44,295 Unearned premiums 433 223 ---------- ---------- Total consumer and other loans 62,449 44,518 Less allowance for loan losses (1,714) (1,917) ---------- ---------- Total loans receivable $ 361,806 $ 287,979 ========== ==========
Activity in the allowance for loan losses is summarized as follows:
December 31, ---------------------------------------------- 2000 1999 1998 ------------ ------------ ----------- (in thousands) Balance at beginning of year $ 1,917 $ 1,909 $ 2,029 Provision charged to income 410 300 60 Charge-off's, net (613) (292) (180) ---------- ---------- ---------- Balance at end of year $ 1,714 $ 1,917 $ 1,909 ========= ========== ==========
Non-performing loans, which include non-accrual loans for which the accrual of interest has been discontinued and loan balances past due over 90 days that are not on a non-accrual status but that management expects will eventually be paid in full, totaled approximately $1.5 million and $1.4 million at December 31, 2000, and 1999, respectively. Interest income that would have been recorded under the original terms of such loans totaled approximately $112,000, $70,000 and $43,000 for the years ended December 31, 2000, 1999 and 1998, respectively. No interest income has been recognized on non-accrual loans for any of the periods presented. (Continued) 21 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE E - LOANS RECEIVABLE - Continued The Bank has no concentration of loans to borrowers engaged in similar activities which exceeded 10% of loans at December 31, 2000 and 1999. In the ordinary course of business, the Bank has granted loans to certain executive officers, directors and their related interests. Related party loans are made on substantially the same terms as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectibility. The aggregate dollar amount of these loans was approximately $1,290,000 and $402,000 at December 31, 2000 and 1999, respectively. For the year ended December 31, 2000, principal repayments of approximately $27,000 were received and funds of $915,000 were disbursed to executive officers, directors or their related interests. NOTE F - LOAN SERVICING Mortgage loans serviced for others are not included in the accompanying consolidated statements of financial position. The unpaid principal balances of these loans are summarized as follows: December 31, ----------------------------- 2000 1999 ------------ ----------- (in thousands) Mortgage loan servicing portfolios FHLMC $ 9,209 $ 11,944 Other investors 4,894 3,933 ---------- --------- $ 14,103 $ 15,877 ========== ======== Custodial balances maintained in connection with the foregoing loan servicing totaled approximately $240,000 and $437,000 at December 31, 2000 and 1999, respectively. The net servicing revenue on mortgage loans serviced for others is immaterial for all periods presented. (Continued) 22 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE G - PREMISES AND EQUIPMENT Premises and equipment are summarized as follows:
December 31, Estimated ---------------------------------- useful lives 2000 1999 ------------ ------------ ------------ (in thousands) Buildings 30 years $ 5,747 $ 5,723 Leasehold improvements 5 years 1,263 1,004 Furniture, fixtures and equipment 3-7 years 7,849 7,077 ----------- ---------- 14,859 13,804 Less accumulated depreciation 9,166 8,128 ----------- ---------- 5,693 5,676 Land 3,717 3,501 ----------- ---------- $ 9,410 $ 9,177 ========== ==========
NOTE H - DEPOSITS Deposits are summarized as follows:
December 31, ------------------------------ Deposit type 2000 1999 ------------------------------------------------- ------------ ------------ (in thousands) Demand $ 12,096 $ 7,025 NOW 35,127 37,926 Money Market 44,325 40,799 Passbook savings 155,699 159,370 ------- ---------- Total demand, transaction and passbook deposits 247,247 245,120 Certificates of deposit 153,604 156,578 ---------- ---------- $ 400,851 $ 401,698 ========== ==========
The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was approximately $17.5 million and $12.2 million at December 31, 2000 and 1999, respectively. At December 31, 2000, scheduled maturities of certificates of deposit are as follows: Year ending December 31, ------------------------------------------------------------------------ 2001 2002 2003 2004 2005 Thereafter Total -------- -------- -------- -------- -------- ---------- --------- (in thousands) $126,205 $ 16,421 $ 7,514 $ 1,576 $ 1,559 $ 329 $ 153,604 ======== ======== ======== ======== ======== --======== ========= (Continued) 23 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE I - ADVANCES FROM THE FEDERAL HOME LOAN BANK AND OTHER BORROWINGS Advances from the Federal Home Loan Bank consist of the following: December 31, ------------------------------------------------------- 2000 1999 --------------------------- ------------------------- Contractual Weighted Weighted maturity date Amount average rate Amount average rate ------------- ---------- ------------ -------- ------------ (in thousands) 2000 $ - -% $ 35,174 5.53% 2001 47,500 6.75 5,000 6.52 2002 5,000 6.05 10,000 4.85 2003 12,000 6.18 20,000 5.60 2004 52,000 5.23 45,000 5.03 2005 5,000 6.58 15,000 5.35 2006 25,000 5.44 20,000 5.15 2008 70,000 5.62 70,000 5.62 2009 25,000 4.86 25,000 4.86 2010 3,359 6.70 3,359 6.70 ---------- -------- $ 244,859 5.73 $248,533 5.37 ========== ======== The advances are collateralized by Federal Home Loan Bank stock and certain first mortgage loans and mortgage-backed securities. Unused lines of credit at the Federal Home Loan Bank were $13.5 million at December 31, 2000. Other borrowings comprise repurchase agreements entered into with a primary broker-dealer. These agreements totaled $15.0 million and $15.8 million, matured within one year at each year end, were at interest rates of 6.61% and 5.49%, and were collateralized by investment and mortgage-backed securities of $20.8 and $19.1 million as of December 31, 2000 and 1999, respectively. NOTE J - BENEFIT PLANS The Bank maintains a 401(k) profit-sharing plan for eligible employees. Participants may contribute up to 15% of pretax eligible compensation. The Bank makes discretionary matching contributions equal to 100% of the first $600 deferred. Contributions to the 401(k) plan totaled $48,000, $40,000 and $43,000 in 2000, 1999 and 1998, respectively. (Continued) 24 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE J - BENEFIT PLANS - Continued The Bank has a non-contributory defined benefit pension plan covering substantially all full-time employees meeting certain eligibility requirements. The benefits are based on each employee's years of service and an average earnings formula. An employee becomes fully vested upon completion of five years of qualifying service. It is the policy of the Bank to fund the maximum amount allowable under the individual aggregate cost method to the extent deductible under existing federal income tax regulations. The following table sets forth the pension plan's funded status and amounts recognized in the consolidated statements of financial position at the dates indicated. December 31, -------------------- 2000 1999 ------- ------- (in thousands) Change in benefit obligation Benefit obligation at beginning of year $ 2,898 $ 3,132 Service cost 68 46 Interest cost 210 203 Actuarial gain (loss) (81) (394) Benefits paid (78) (89) ------- ------- Benefits obligation at end of year $ 3,017 $ 2,898 ======= ======= Change in plan assets Fair value of plan assets at beginning of year $ 2,382 $ 1,961 Actual return on plan assets 61 41 Employer contribution 348 469 Benefits paid (78) (89) ------- ------- Fair value of plan assets at end of year $ 2,713 $ 2,382 ======= ======= Funded status Unfunded accumulated benefits $ (304) $ (516) Unrecognized transition obligation 20 25 Unrecognized net actuarial loss (gain) 3 (59) Unrecognized prior service cost 424 305 ------- ------- Prepaid (accrued) benefit cost $ 143 $ (245) ======= ======= (Continued) 25 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE J - BENEFIT PLANS - Continued
2000 1999 1998 ------------ ------------ ------------ Weighted-average assumptions as of December 31 Discount rate 7.50% 6.50% 7.25% Expected return on plan assets 8.00 8.00 8.00 Rate of compensation increase 4.00 4.00 4.00 Components of net periodic benefit cost Service cost $ 68 $ 47 $ 62 Interest cost 210 203 201 Expected return on plan assets (204) (176) (157) Amortization of prior service cost 65 65 52 -------- --------- --------- Net periodic benefit cost $ 139 $ 139 $ 158 ======== ========= =========
The Corporation also maintains the following benefit plans: 1. Employee Stock Ownership Plan ----------------------------- The Corporation established an internally leveraged ESOP for eligible employees who have completed six months of service with the Corporation or its subsidiaries. The ESOP borrowed $4.2 million from the Corporation to purchase 423,200 newly issued shares of common stock. The Corporation makes discretionary contributions to the ESOP in order to service the ESOP's debt. Any dividends received by the ESOP will be used to pay debt service. The ESOP shares initially were pledged as collateral for its debt. As the debt is repaid, shares are released from collateral and allocated to qualifying employees based on the proportion of debt service paid in the year. The Corporation accounts for its ESOP in accordance with SOP 93-6. Accordingly, the debt of the ESOP is recorded as debt and the shares pledged as collateral are reported as unearned ESOP shares in the consolidated statements of financial position. As shares are released from collateral, the Corporation reports compensation expense equal to the current market price of the shares, and the allocated shares are included in outstanding shares for earnings per share computations. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest. ESOP compensation expense was $112,000, $151,000 and $288,000 in 2000, 1999 and 1998, respectively. 2000 1999 ---------- ---------- Allocated shares 124,700 122,000 Unreleased shares 264,400 276,600 ---------- ---------- Total ESOP shares 389,100 398,600 ========== ========== Fair value of unreleased shares $4,428,700 $3,665,000 ========== ========== (Continued) 26 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE J - BENEFIT PLANS - Continued 2. Management Stock Bonus Plan --------------------------- The Board of Directors also adopted a MSBP that was approved by the Corporation's stockholders on October 13, 1994. The MSBP provides that up to 211,600 shares of common stock may be granted, at the discretion of the Board, to directors and key officers at no cost to the individuals. The Corporation granted 178,292 shares on November 18, 1994, 24,000 shares on December 18, 1995, and 9,308 shares on December 15, 1998, in the form of restricted stock payable over five years from the date of grant. The recipients of the restricted stock are entitled to all voting and other stockholder rights, except that the shares, while restricted, may not be sold, pledged or otherwise disposed of and are required to be held in escrow. In the event the recipient terminates association with the Corporation for reasons other than death, disability or change in control, the recipient forfeits all rights to the allocated shares under restriction which are cancelled and revert to the Corporation for reissuance under the plan. Shares acquired by MSBP of $2.1 million were recorded at the date of award based on the market value of shares acquired by the Corporation. Shares acquired by the MSBP, which are shown as a separate component of stockholders' equity, are being amortized to expense over the five-year vesting period; $100,000, $430,000 and $460,000 was amortized to expense in 2000, 1999 and 1998, respectively. At December 31, 2000, there were no shares reserved for future grants under the plan. 3. Stock Option Plans ------------------ The Corporation has fixed stock option plans accounted for under APB Opinion No. 25 and related interpretations. The plans allow the Corporation to grant options to employees and directors for up to 794,000 shares of common stock. The options, which have a term of 10 years when issued, vest either immediately or over a three to five year period. The exercise price of each option equals the market price of the Corporation's stock on the date of grant. Had compensation cost for the plans been determined based on the fair value of options at the grant dates consistent with the method of SFAS No. 123, Accounting for Stock-Based Compensation, the Corporation's net income and earnings per share would have been reduced to the pro forma amounts indicated below. 2000 1999 1998 --------- ---------- ---------- Net income As reported $ 4,482 $ 4,422 $ 4,038 Pro forma $ 4,306 $ 4,243 $ 3,885 Basic earnings per share As reported $ 1.76 $ 1.60 $ 1.39 Pro forma $ 1.70 $ 1.53 $ 1.34 Diluted earnings per share As reported $ 1.71 $ 1.52 $ 1.26 Pro forma $ 1.65 $ 1.46 $ 1.21 (Continued) 27 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE J - BENEFIT PLANS - Continued These pro forma amounts may not be representative of future disclosures because they do not take into effect the pro forma compensation expense related to grants before 1995. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2000, 1999 and 1998, respectively: a dividend yield of 3.20%, 3.73% and 0%; expected volatility of 30%, 30% and 34%, risk-free interest rate of 6.20%, 5.87% and 5.25%, and expected lives of six, six and five years for all options. A summary of the status of the Corporation's fixed stock option plans as of December 31, 2000, and changes for each of the years in the three-year period then ended was as follows:
2000 1999 1998 --------------------- -------------------- ---------------------- Weighted Weighted Weighted average average average Number exercise Number exercise Number exercise of price per of price per of price per shares share share shares shares share --------- ---------- -------- ----------- ----------- Outstanding at beginning of year 697,867 $13.26 696,019 $13.24 695,875 $13.08 Options granted 45,930 13.82 17,515 16.31 13,325 22.46 Options exercised (41,250) 11.72 (9,650) 13.00 (10,486) 12.85 Options forfeited (42,737) 15.62 (6,017) 20.24 (2,695) 15.78 --------- ------- ------- Outstanding at end of year 659,810 $13.22 697,867 $13.26 696,019 $13.24 ========= ======= ======= Weighted average fair value of options granted during year $ 3.73 $ 4.57 $ 8.72
The following table summarizes information about stock options outstanding at December 31, 2000:
Options outstanding Options exercisable ------------------------------------------------- --------------------------- Weighted Number average Weighted Number Weighted outstanding at remaining average exercisable at average Range of exercise December 31, contractual exercise December 31, exercise prices 2000 price life (years) 2000 price -------------------- -------------- ------------ -------------- --------------- ---------- $11.50-14.125 437,346 4.16 years 11.64 407,846 $ 11.50 $14.50-18.00 207,139 6.24 years 15.89 134,011 15.84 $19.00-28.00 15,325 7.75 years 22.33 5,436 22.56
(Continued) 28 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE J - BENEFIT PLANS - Continued Total compensation cost recognized for stock-based employee compensation awards was approximately $110,000, $117,000 and $116,000 for 2000, 1999 and 1998, respectively. NOTE K - INCOME TAXES The components of income tax expense are summarized as follows: Year ended December 31, ---------------------------- 2000 1999 1998 ------- ------- ------- (in thousands) Federal Current $ 1,875 $ 2,254 $ 2,162 Change in lieu of income tax relating to stock compensation 170 - - Deferred (122) 99 (152) ------- ------- ------- 1,923 2,353 2,010 State and local - current - 33 297 ------- ------- ------- Continuing operations 2,386 2,307 Cumulative effect of accounting change - - 125 ------- ------- ------- Income tax provision $ 1,923 $ 2,386 $ 2,432 ======= ======= ======= The Corporation's effective income tax rate was different than the statutory federal income tax rate as follows: Year ended December 31, ------------------------------- 2000 1999 1998 ------ ------ ------ Statutory federal income tax 34.0% 34.0% 34.0% Increase (decrease) resulting from Tax-exempt income (6.7) (5.1) (3.6) State tax, net of federal benefit 0.0 0.3 3.1 Other 3.2 5.9 6.1 ------ ------ ------ 30.5% 35.1% 39.6% ====== ====== ====== (Continued) 29 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE K - INCOME TAXES - Continued Deferred taxes are included in the accompanying consolidated statements of financial position at December 31, 2000 and 1999, for the estimated future tax effects of differences between the financial statement and federal income tax bases of assets and liabilities according to the provisions of currently enacted tax laws. No valuation allowance was recorded against deferred tax assets at December 31, 2000 and 1999. The Corporation's net deferred tax asset at December 31, 2000 and 1999, was composed of the following: December 31, ----------------- 2000 1999 ------ ------ (in thousands) Deferred tax assets Deferred loan origination fees $ 59 $ 83 Deferred compensation 288 288 Allowance for loan losses, net 494 202 Amortization 334 290 Unrealized loss on securities available for sale 192 1,590 Other 1 - ------ ------ 1,368 2,453 ------ ------ Deferred tax liabilities Accrued pension expense 582 391 ------ ------ 582 391 ------ ------ Deferred tax asset $ 786 $2,062 ====== ====== The Corporation files its income tax returns on the basis of a fiscal tax year ending June 30. The Bank, is required, beginning in 1998, to recapture approximately $2.4 million of its total tax bad debt reserve of approximately $8.1 million into taxable income over a six-year period. Deferred tax liabilities have been accrued in respect of the amount of the reserve to be recaptured. The Bank is not required to recapture approximately $5.7 million of its tax bad debt reserve, attributable to bad debt deductions taken by it prior to 1988, as long as the Bank continues to operate as a bank under federal tax law and does not use the reserve for any other purpose. In accordance with SFAS No. 109, the Bank has not recorded any deferred tax liability on this portion of its tax bad debt reserve. The tax that would be paid were the Bank ultimately required to recapture that portion of the reserve, would amount to approximately $1.9 million. 30 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE L - REGULATORY MATTERS The Bank is subject to minimum regulatory capital standards promulgated by the Office of Thrift Supervision (OTS). Failure to meet minimum capital requirements can initiate certain mandatory - and possible additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Corporation's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Such minimum capital standards generally require the maintenance of regulatory capital sufficient to meet each of three tests, hereinafter described as the tangible capital requirement, the core capital requirement and the risk-based capital requirement. The tangible capital requirement provides for minimum tangible capital (defined as stockholders' equity less all intangible assets) equal to 1.5% of adjusted total assets. The core capital requirement provides for minimum core capital (tangible capital plus certain forms of supervisory goodwill and other qualifying intangible assets) equal to 4% of adjusted total assets at December 31, 2000. As of December 31, 2000, management believes that the Bank met all capital adequacy requirements to which it was subject.
Regulatory capital ------------------------------------------------------------------------ December 31, 2000 ------------------------------------------------------------------------ Tangible Core Risk-based capital Percent capital Percent capital Percent ------- ------- -------- -------- ---------- --------- (dollars in thousands) Capital under generally accepted accounting principles $49,976 6.95% $49,976 6.95% $49,976 12.96% Unrealized (loss) on certain available-for-sale securities (309) (0.04) (309) (0.04) (309) (0.08) Goodwill and other intangible assets (5,809) (0.81) (5,809) (0.81) (5,809) (1.51) Additional capital items General valuation allowances - limited - - - - 1,714 0.44 ------- ----- ------- ----- ------- ----- Regulatory capital computed 43,858 6.10 43,858 6.10 45,572 11.81 Minimum capital requirement 10,792 1.50 28,778 4.00 30,836 8.00 ------- ----- ------- ----- ------- ----- Regulatory capital - excess $33,066 4.60% $15,080 2.10% $14,736 3.81% ======= ===== ======= ===== ======= =====
(Continued) 31 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE L - REGULATORY MATTERS - Continued
Regulatory capital ------------------------------------------------------------------------ December 31, 2000 ------------------------------------------------------------------------ Tangible Core Risk-based capital Percent capital Percent capital Percent ------- ------- -------- -------- ---------- --------- (dollars in thousands) Capital under generally accepted accounting principles $45,246 6.26% $45,246 6.26% $45,246 13.33% Unrealized (loss) on certain available-for-sale securities 2,987 0.41 2,987 0.41 2,987 0.88 Goodwill and other intangible assets (6,570) (0.91) (6,570) (0.91) (6,570) (1.94) Additional capital items General valuation allowances - limited - - - - 1,917 0.56 ------- ----- ------- ----- ------- ----- Regulatory capital computed 41,663 5.76 41,663 5.76 43,580 12.83 Minimum capital requirement 10,843 1.50 28,916 4.00 27,156 8.00 ------- ----- ------- ----- ------- ----- Regulatory capital - excess $30,820 4.26% $12,747 1.76% $16,424 4.83% ======= ===== ======= ===== ======= =====
At December 31, 2000, the Bank met all regulatory requirements for classification as a "well-capitalized" institution. A "well-capitalized" institution must have risk-based capital of 10% and core capital of 5%. The Bank's capital exceeded the minimum required amounts for classification as a "well-capitalized" institution. There are no conditions or events that have occurred that management believes have changed the Bank's classification as a "well-capitalized" institution. The Bank maintains a liquidation account for the benefit of eligible savings account holders who maintained deposit accounts in the Bank after the Bank converted to a stock form of ownership. The Bank may not declare or pay a cash dividend on or repurchase any of its common shares if the effect thereof would cause the Bank's stockholders' equity to be reduced below either the amount required for the liquidation account or the regulatory capital requirements for insured institutions. (Continued) 32 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE M - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK The Corporation is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they become receivable or payable. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial position. The contract or notional amounts of those instruments reflect the extent of the Bank's involvement in particular classes of financial instruments. The Corporation's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Unless noted otherwise, the Corporation requires collateral to support financial instruments with credit risk. Financial instruments, the contract amounts of which represent credit risk, are as follows: December 31, ------------------------------ 2000 1999 ------------ ------------ (in thousands) Commitments to extend credit $ 42,455 $ 54,778 Standby letters of credit 3,656 3,687 Loans sold with recourse 268 278 ---------- ---------- $ 46,379 $ 58,743 ========== ========== Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the borrower. Collateral held generally includes residential and some commercial property. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Typically, the Bank issues letters of credit to other financial institutions and generally does not require collateral for standby letters of credit. 33 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE N - COMMITMENTS AND CONTINGENCIES The Bank had no commitments to sell mortgage loans to investors at December 31, 2000 and 1999. The Bank leases branch facilities for periods ranging up to seven years. These leases are classified as operating leases and contain options to renew for additional periods. Rental expense was approximately $343,000, $298,000 and $315,000 for the years ended December 31, 2000, 1999 and 1998, respectively. The minimum annual rental commitments of the Bank under all non-cancelable leases with terms of one year or more are as follows: Year ending December 31, ------------------------ 2001 $ 268,555 2002 142,540 2003 130,495 2004 109,255 2005 67,967 Thereafter 115,425 ---------- $ 834,237 ========== The Bank has a contract with a third-party computer processor which expires in 2002 with an annual commitment of approximately $109,000. The Corporation has employment agreements with certain key executives that provide severance pay benefits if there is a change in control of the Corporation. The agreements will continue in effect on a year-to-year basis until terminated or not renewed by the Corporation or key executives. Upon a change in control, the Corporation shall continue to pay the key executives' salary per the agreements and certain benefits for one year. The maximum contingent liability under the agreements at December 31, 2000, was approximately $2,003,000. From time to time, the Corporation and its subsidiaries are parties to routine litigation, which arises in the normal course of business. In the opinion of management, the resolution of these lawsuits would not have a material adverse effect on the Corporation's consolidated financial position or results of operations. NOTE O - SIGNIFICANT CONCENTRATIONS OF CREDIT RISK The Bank is principally engaged in originating and investing in one-to-four family residential and commercial real estate loans in eastern Pennsylvania and New Jersey. The Bank offers both fixed and adjustable rates of interest on these loans that have amortization terms ranging to 30 years. The loans are generally originated or purchased on the basis of an 80% loan-to-value ratio, which has historically provided the Bank with more than adequate collateral coverage in the event of default. Nevertheless, the Bank, as with any lending institution, is subject to the risk that residential real estate values in the primary lending area will deteriorate, thereby potentially impairing collateral values in the primary lending area. However, management believes that residential and commercial real estate values are presently stable in its primary lending area and that loan loss allowances have been provided for in amounts commensurate with its current perception of the foregoing risks in the portfolio. 34 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE P - FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires all entities to disclose the estimated fair value of their assets and liabilities considered to be financial instruments. For the Bank, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments as defined in SFAS No. 107. However, many such instruments lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. Also, it is the Corporation's general practice and intent to hold its financial instruments to maturity or available for sale and to not engage in trading or significant sales activities. Therefore, the Corporation and the Bank had to use significant estimations and present value calculations to prepare this disclosure. Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts. Also, management is concerned that there may not be reasonable comparability between institutions due to the wide range of permitted assumptions and methodologies in the absence of active markets. This lack of uniformity gives rise to a high degree of subjectivity in estimating financial instrument fair values. Fair values have been estimated using data which management considered the best available, as generally provided by estimation methodologies deemed suitable for the pertinent category of financial instrument. The estimation methodologies, resulting fair values and recorded carrying amounts are as follows: Fair value of loans and deposits with floating interest rates is generally presumed to approximate the recorded carrying amounts. Fair value of financial instruments actively traded in a secondary market has been estimated using quoted market prices.
December 31, ------------------------------------------------ 2000 1999 ----------------------- ----------------------- Fair Carrying Fair Carrying value value value value ---------- ---------- --------- ---------- (in thousands) Cash and cash equivalents $ 10,618 $ 10,618 $ 16,715 $ 16,715 Investment securities 80,784 82,326 86,468 88,690 Mortgage-backed securities 231,372 233,056 286,703 292,403
(Continued) 35 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE P - FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued The fair value of financial instruments with stated maturities has been estimated using the present value of cash flows, discounted at rates approximating current market rates for similar assets and liabilities.
December 31, ------------------------------------------------ 2000 1999 ----------------------- ----------------------- Estimated Estimated Fair Carrying Fair Carrying value value value value ---------- ---------- --------- ---------- (in thousands) Assets Interest-bearing deposits with banks $ 190 $ 191 $ 845 $ 847 Liabilities Deposits with stated maturities 153,296 153,604 155,952 156,578 Borrowings with stated maturities Short-term (due within 6 months) 62,486 62,462 40,937 40,940 Long-term 198,493 197,359 216,737 223,359
The fair value of financial instrument liabilities with no stated maturities is generally presumed to approximate the carrying amount (the amount payable on demand).
December 31, ------------------------------------------------ 2000 1999 ----------------------- ----------------------- Estimated Estimated Fair Carrying Fair Carrying value value value value ---------- ---------- --------- ---------- (in thousands) Deposits with no stated maturities $ 247,247 $ 247,247 $ 245,120 $ 245,120 ========== ========= ========== ==========
The fair value of the net loan portfolio has been estimated using the present value of cash flows, discounted at the approximate current market rates adjusted for non-interest operating costs, and giving consideration to estimated prepayment risk and credit loss factors.
December 31, ------------------------------------------------ 2000 1999 ----------------------- ----------------------- Estimated Estimated Fair Carrying Fair Carrying value value value value ---------- ---------- --------- ---------- (in thousands) Net loans $ 367,667 $ 361,806 $ 285,800 $ 287,979 ========= ========= ========= =========
(Continued) 36 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE P - FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued There is no material difference between the carrying amount and the estimated fair value of off-balance-sheet items totaling approximately $46.4 million and $58.7 million at December 31, 2000 and 1999, respectively, which are primarily comprised of floating rate loan commitments priced to market at funding. The Bank's remaining assets and liabilities are not considered financial instruments. No disclosure of the relationship value of the Bank's deposits is required by SFAS No. 107. NOTE Q - SERVICE FEES, CHARGES AND OTHER OPERATING INCOME AND OTHER OPERATING EXPENSE Year ended December 31, ------------------------ 2000 1999 1998 ------ ------ ------ (in thousands) Service fees, charges and other operating income Loan servicing fees $ 329 $ 358 $ 317 Late charge income 126 74 85 Deposit service charges 548 548 435 Other income 350 259 258 ------ ------ ------ $1,353 $1,239 $1,095 ====== ====== ====== Other operating expense Employee education $ 37 $ 36 $ 34 Insurance and surety bond 120 127 142 Office supplies 202 202 233 Loan expense 342 238 207 Loan servicing fees 258 284 140 Postage 140 137 163 Telephone 242 187 173 Service charges on bank accounts 423 385 280 Supervisory examination fees 138 139 140 Other expenses 815 833 649 ------ ------ ------ $2,717 $2,568 $2,161 ====== ====== ====== NOTE R - SHAREHOLDER RIGHTS PLAN The Corporation adopted a Shareholder Rights Plan (the Rights Plan) to protect shareholders from attempts to acquire control of the Corporation at an inadequate price. Under the Rights Plan, the Corporation distributed a dividend of one Preferred Share Purchase Right (a Right) for each share of outstanding common stock. The rights are currently not exercisable and will expire on November 22, 2005, unless the expiration date is extended or unless the Corporation earlier redeems the Rights. (Continued) 37 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE R - SHAREHOLDER RIGHTS PLAN - Continued After the Rights become exercisable, under certain circumstances, the Rights (other than rights held by a 15% beneficial owner or an "acquiring person") will entitle the holders to purchase one one-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $45 or purchase either the Corporation's common shares or the common shares of the potential acquirer at a substantially reduced price. The Corporation is entitled to redeem the Rights at $0.01 per Right prior to the acquisition by a person or group of beneficial ownership of 15% or more of the Corporation's common stock. Following the acquisition by a person or group of beneficial ownership of 15% or more of the Corporation's common stock and prior to an acquisition of 50% or more, the Board of Directors may exchange the Rights (other than Rights owned by such person or group), in whole or in part, at an exchange ratio of one share of common stock (or one one-hundredth of a share of the new series of junior participating preferred stock) per Right. The Rights Plan was not adopted in response to any specific effort to acquire control of the Corporation. The issuance of rights has no dilutive effect, did not affect the Corporation's reported earnings per share, and was not taxable to the Corporation or its shareholders. NOTE S - EARNINGS PER SHARE The following tables illustrate the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations (dollars in thousands, except per share data):
Year ended December 31, 2000 ----------------------------------------------- Weighted average Income shares Per share (numerator) (denominator) amount ----------- ------------- ------------ Basic earnings per share Income available to common stockholders $ 4,482 2,540,242 $ 1.76 ======== Effect of dilutive securities Stock options - 82,657 --------- ----------- Diluted earnings per share Income available to common stockholders plus effect of dilutive securities $ 4,482 2,622,899 $ 1.71 ========= ========= ========
There were options to purchase 207,929 shares of common stock at a range of $14.75 to $28.00 per share which were outstanding during 2000 which were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares. (Continued) 38 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE S - EARNINGS PER SHARE - Continued
Year ended December 31, 1999 ------------------------------------------------ Weighted average Income shares Per share (numerator) (denominator) amount ----------- ------------- ------------ Basic earnings per share Income available to common stockholders $ 4,422 2,759,690 $ 1.60 ========= Effect of dilutive securities Stock options - 158,666 ---------- --------- Diluted earnings per share Income available to common stockholders plus effect of dilutive securities $ 4,422 2,918,356 $ 1.52 ========== ========= =========
There were options to purchase 246,109 shares of common stock at a range of $14.50 to $28.00 per share which were outstanding during 1999 which were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares.
Year ended December 31, 1998 ------------------------------------------------------ Weighted average Income shares Per share (numerator) (denominator) amount ----------- ------------- ------------ Basic earnings per share Income before cumulative effect of accounting change $ 3,830 $ 1.32 Cumulative effect of accounting change 208 0.07 ---------- ------- Income available to common stockholders $ 4,038 2,894,651 $ 1.39 ========== ======= Effect of dilutive securities Stock options 300,844 --------- Diluted earnings per share Income before cumulative effect of accounting change $ 3,830 $ 1.20 Cumulative effect of accounting change 208 0.06 ---------- ------- Income available to common stockholders plus effect of dilutive securities $ 4,038 3,195,495 $ 1.26 ========== ========= =======
There were options to purchase 5,250 shares of common stock at a range of $26.00 to $28.00 per share which were outstanding during 1998 which were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares. 39 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE T - SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATE (UNAUDITED)
Three months ended ---------------------------------------- Dec. 31, Sept. 30, June 30, March 31, 2000 2000 2000 2000 ------- ------- ------- ------- (in thousands, except per share data) Total interest income $12,103 $12,249 $12,326 $12,029 Total interest expense 7,096 7,294 7,352 7,179 ------- ------- ------- ------- Net interest income 5,007 4,955 4,974 4,850 Provision for possible loan losses 145 100 120 44 ------- ------- ------- ------- Net interest income after provision 4,862 4,855 4,854 4,806 Other income 369 367 349 347 Other expenses 3,382 3,735 3,690 3,597 ------- ------- ------- ------- Income before income taxes 1,849 1,487 1,513 1,556 Income taxes 523 417 456 527 ------- ------- ------- ------- Net income $ 1,326 $ 1,070 $ 1,057 $ 1,029 ======= ======= ======= ======= Earnings per share - basic $ 0.53 $ 0.42 $ 0.42 $ 0.40 Earnings per share - assuming dilution $ 0.51 $ 0.41 $ 0.40 $ 0.39
(Continued) 40 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE T - SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED) - Continued
Three months ened ---------------------------------------- Dec. 31, Sept. 30, June 30, March 31, 1999 1999 1999 1999 ------- ------- ------- --------- (in thousands, except per share data) Total interest income $12,103 $11,882 $11,944 $11,093 Total interest expense 7,169 7,028 7,145 6,632 ------- ------- ------- ------- Net interest income 4,934 4,854 4,799 4,461 Provision for possible loan losses 120 90 60 30 ------- ------- ------- ------- Net interest income after provision 4,814 4,764 4,739 4,431 Other income 670 298 297 324 Other expenses 3,419 3,456 3,434 3,220 ------- ------- ------- ------- Income before income taxes 2,065 1,606 1,602 1,535 Income taxes 707 551 577 551 ------- ------- ------- ------- Net income $ 1,358 $ 1,055 $ 1,025 $ 984 ======= ======= ======= ======= Earnings per share - basic $ 0.50 $ 0.38 $ 0.37 $ 0.35 Earnings per share - assuming dilution $ 0.49 $ 0.36 $ 0.35 $ 0.33
41 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE U - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY Condensed financial information for TF Financial Corporation (parent company only) follows: BALANCE SHEET
December 31 , ---------------------------- 2000 1999 ------------ ------------ (in thousands) ASSETS Cash $ 2,354 $ 2,387 Certificates of deposit - other institutions 190 181 Investment securities available-for-sale 400 350 Investment in Third Federal 47,328 42,409 Investment in TF Investments 2,245 2,564 Investment in Teragon 14 19 Investment in Penns Trail Development 404 412 Other assets 174 125 ---------- -------- Total assets $ 53,109 $ 48,447 ========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Total liabilities $ - $ - Stockholders' equity 53,109 48,447 ---------- -------- Total liabilities and stockholders' equity $ 53,109 $ 48,447 ========== =========
STATEMENT OF EARNINGS
Year ended December 31, ---------------------------------------------- 2000 1999 1998 ----------- ------------ ------------ (in thousands) INCOME Equity in earnings of subsidiaries $ 4,573 $ 4,528 $ 4,203 Interest and dividend income 140 125 13 --------- ---------- ---------- Total income 4,713 4,653 4,216 --------- ---------- =--------- EXPENSES Interest - - 8 Other 231 231 170 --------- ---------- ---------- Total expenses 231 231 178 --------- ---------- ---------- NET INCOME $ 4,482 $ 4,422 $ 4,038 ========= ========== ==========
(Continued) 42 TF Financial Corporation and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2000 and 1999 NOTE U - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY - Continued STATEMENT OF CASH FLOWS
Year ended December 31, ----------------------------- 2000 1999 1998 ------- ------- ------- (in thousands) Cash flows from operating activities Net income $ 4,482 $ 4,422 $ 4,038 Adjustments to reconcile net income to net cash provided by (used in) operating activities Equity in earnings of subsidiaries (4,573) (4,528) (4,203) Net change in assets and liabilities (56) (954) 841 ------- ------- ------- Net cash provided by (used in) operating activities (147) (1,060) 676 ------- ------- ------- Cash flows from investing activities Capital distribution from subsidiaries 2,938 8,500 2,998 Purchase of investment securities available for sale - - (501) Purchase and maturities of certificates of deposit in other financial institutions, net (9) (9) (1) ------- ------- ------- Net cash provided by investing activities 2,929 8,491 2,496 ------- ------- ------- Cash flows from financing activities Cash dividends paid to stockholders (1,326) (1,359) (1,387) Net (decrease) increase in borrowings from TF Investments - - (103) Treasury stock acquired (1,972) (4,800) (941) Exercise of stock options 483 125 122 ------- ------- ------- Net cash used in financing activities (2,815) (6,034) (2,309) ------- ------- ------- NET INCREASE IN CASH (33) 1,397 863 Cash at beginning of year 2,387 990 127 ------- ------- ------- Cash at end of year $ 2,354 $ 2,387 $ 990 ======= ======= ======= Supplemental disclosure of cash flow information Cash paid during the year for income taxes $ - $ - $ 63 ======= ======= =======
43 EX-21 5 0005.txt EXHIBIT 21 EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT Parent TF Financial Corporation Percentage Jurisdiction of Subsidiaries Owned Incorporation - ------------ ----------- ---------------- Third Federal Savings Bank (a) 100% United States TF Investments Corporation (a) 100% Delaware Teragon Financial Corporation (a) 100% Pennsylvania Penns Trail Development Corporation (a) 100% Delaware Third Delaware Corporation (a)(b) 100% Delaware - ------------------------- (a) The operations of this subsidiary are included in the consolidated financial statements contained in the 2000 Annual Report to Stockholders incorporated herein by reference. (b) Third Delaware Corporation is a wholly-owned subsidiary of Third Federal Savings Bank. EX-23 6 0006.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS We have issued our report dated January 25, 2001, accompanying the consolidated financial statements and schedules incorporated by reference or included in the Annual Report of TF Financial Corporation and Subsidiaries on Form 10-K for the year ended December 31, 2000. We hereby consent to the incorporation by reference of said report in the Registration Statements of TF Financial Corporation and Subsidiaries on Form S-8 (File No. 33-87176, effective December 7, 1994, File No. 333-09235, effective July 31, 1996 and File No. 333-27085, effective May 14, 1997). /s/ Grant Thornton LLP Philadelphia, Pennsylvania March 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----