-----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, SJaaTSGHG5Gfdd7KE3PL0YiuTsJMX5/ZyNxc4v3z8poriexZuZQmj2mTpFafzXp8 pgnzVpYWPGvQkr7sdioItQ== 0000946275-04-000953.txt : 20041020 0000946275-04-000953.hdr.sgml : 20041020 20041020135315 ACCESSION NUMBER: 0000946275-04-000953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041018 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041020 DATE AS OF CHANGE: 20041020 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24168 FILM NUMBER: 041087176 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 8-K 1 f8k_101804-0084.txt FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2004 ------------------------------------------------ Date of Report (Date of earliest event reported) TF Financial Corporation ------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0- 24168 74-2705050 - ------------------------------- -------------- -------------------------- (State or other jurisdiction (File No.) (IRS Employer of incorporation) Identification Number) 3 Penns Trail, Newtown, Pennsylvania 18940 - ------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 579-4000 ------------------ Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |_| Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act TF FINANCIAL CORPORATION INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Section 1 - Registrant's Business and Operations Item 1.01. Entry into a Material Definitive Agreement. On October 18, 2004, the Registrant's Board of Directors amended and restated the Registrant's Incentive Compensation Plan (the "Plan") originally adopted in 1996 (the "Plan Amendment"). The Plan Amendment provides that for the Registrant's 2004 fiscal year, and thereafter, incentive compensation awards eligible to be earned by employees and non-employee directors of the Registrant and subsidiaries of the Registrant shall be determined based upon performance criteria specified by the Board of Directors of the Registrant. In addition, no awards will be granted for a fiscal year unless consolidated net income is equal to at least 90% of the budgeted level of consolidated net income. Incentive compensation awards shall be determined as a percentage of base salary. Section 2 - Financial Information Item 2.02. Results of Operations and Financial Condition. On October 19, 2004, the Registrant issued a press release to report earnings for the quarter ended September 30, 2004. A copy of the press release is furnished with this Form 8-K as Exhibit 99 and incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c)Exhibits: Exhibit 99 - Press Release dated October 19, 2004 ---------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TF FINANCIAL CORPORATION Date: October 19, 2004 By: /s/Dennis R. Stewart -------------------------------------------- Dennis R. Stewart Executive Vice President and Chief Financial Officer EX-99 2 ex99.txt PRESS RELEASE News Release October 19, 2004 Contact: Dennis R. Stewart, EVP/CFO (215) 579-4000 FOR IMMEDIATE RELEASE TF Financial Corporation Announces Third Quarter Results And Quarterly Dividend Newtown, Pennsylvania: TF Financial Corporation (Nasdaq National Market - - THRD) today reported net income of $1,714,000 ($0.61 per diluted share) for the third quarter of 2004, compared with a net loss of $8,565,000 ($3.33 per diluted share) during the third quarter of 2003. Net income for the nine month period ended September 30, 2004 was $4,979,000 ($1.77 per diluted share) compared with a net loss of $7,350,000 ($2.91 per diluted share) during the first nine months of 2003. The 2003 amounts include the $9,334,000 ($3.35 per diluted share) net cost of the Company's debt refinancing transaction executed during September 2003. Excluding this transaction, the Company's proforma earnings were $769,000 ($0.28 per diluted share) for the third quarter of 2003, and $1,984,000 ($0.72 per diluted share) for the first nine months of 2003. The Company also announced that its Board of Directors declared a quarterly dividend of $0.17 per share, payable November 15, 2004 to shareholders of record on November 5. Highlights for 2004 include: * Net income for the quarter increased by 123% compared with proforma net income for the third quarter of 2003, and increased by 3.5% compared to net income reported for the second quarter of 2004. * Net income increased by 151% for the first nine months of 2004 compared to proforma net income for the first nine months of 2003. * Diluted earnings per share for the third quarter of 2004 increased by 118% compared to proforma diluted earnings per share for the third quarter of 2003. * Loans receivable have grown by 7.5% during the year. * Net interest income during the third quarter of 2004 increased by 37% compared to the third quarter of 2003. * During the third quarter, return on assets was 1.09%; return on equity was 11.89%; and the net interest margin for the quarter was 3.87%. "We've had our fourth consecutive quarter of record core earnings. We are also seeing a significant increase in the name recognition of the Bank as a result of our substantially enhanced participation in business and community events throughout the region" commented Kent C. Lufkin, President and CEO. TF Financial Corporation is a holding company whose principal subsidiary is Third Federal Savings Bank, which operates 14 full service retail and commercial banking offices in Philadelphia and Bucks County, Pennsylvania and in Mercer County, New Jersey. In addition, the Bank's website can be found at www.thirdfedbank.com. Statements contained in this news release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by TF Financial Corporation with the Securities and Exchange Commission from time to time. 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. T F FINANCIAL CORPORATION FINANCIAL INFORMATION (dollars in thousands except per share data)
THREE MONTHS INC NINE MONTHS INC ------------ ----------- 9/30/04 9/30/03 (DEC) 9/30/04 9/30/03 (DEC) ------- ------- ------- ------- EARNINGS SUMMARY Interest Income $ 7,868 $ 7,835 0.4% $ 23,373 $ 24,648 -5.2% Interest expense 2,214 3,716 -40.4% 6,517 13,064 -50.1% Net interest income 5,654 4,119 37.3% 16,856 11,584 45.5% Loan loss provision 150 90 66.7% 450 270 66.7% Non-interest income 595 322 84.8% 1,985 2,054 -3.4% Non-interest expense 3,743 17,478 -78.6% 11,529 24,816 -53.5% Income taxes 642 (4,562) n. m. 1,883 (4,098) n. m. Net income $ 1,714 $ (8,565) n. m. $ 4,979 $ (7,350) n. m. Pro forma net income (b) $ 1,714 769 122.9% $ 4,979 1,984 151.0% PER SHARE INFORMATION Earnings per share, basic $ 0.64 $ (3.33) n. m. $ 1.86 $ (2.91) n. m. Earnings per share, diluted $ 0.61 $ (3.33) n. m. $ 1.77 $ (2.91) n. m. Pro forma earnings per share, basic (b) $ 0.64 $ 0.30 113.3% $ 1.86 $ 0.79 135.4% Pro forma earnings per share, diluted (b) $ 0.61 $ 0.28 117.9% $ 1.77 $ 0.72 145.8% Dividends paid $ 0.17 $ 0.15 13.3% $ 0.49 $ 0.45 8.9% FINANCIAL RATIOS Annualized return on average assets (b) 1.09% 0.45% 142.2% 1.08% 0.38% 184.2% Annualized return on average equity (b) 11.89% 4.82% 146.7% 11.87% 4.20% 182.6% Efficiency ratio (b) 61.37% 78.53% -21.9% 62.69% 80.40% -22.0% AVERAGE BALANCES Loans $426,686 $381,005 12.0% $418,765 $370,543 13.0% Mortgage-backed securities 129,715 155,260 -16.5% 130,835 163,697 -20.1% Investment securities 31,117 85,847 -63.8% 30,563 73,131 -58.2% Other interest-earning assets 685 21,685 -96.8% 1,299 59,882 -97.8% Total earning assets 588,203 643,797 -8.6% 581,462 667,253 -12.9% Non-earning assets 36,358 33,670 8.0% 34,841 34,789 0.1% Total assets 624,561 677,467 -7.8% 616,303 702,042 -12.2% Deposits 465,782 452,145 3.0% 467,304 447,049 4.5% FHLB advances 96,090 158,357 -39.3% 87,494 186,377 -53.1% Total interest bearing liabilities 561,872 610,502 -8.0% 554,798 633,426 -12.4% Non-interest bearing liabilities 5,327 3,661 45.5% 5,453 5,439 0.3% Stockholders' equity 57,362 63,304 -9.4% 56,052 63,177 -11.3% Total liabilities & stockholders' $624,561 $677,467 -7.8% $616,303 $702,042 -12.2% equity SPREAD AND MARGIN ANALYSIS Average yield on: Loans 5.68% 5.89% 5.76% 6.26% Mortgage-backed securities 4.57% 4.14% 4.57% 4.34% Investment securities 4.35% 2.55% 4.37% 3.01% Other interest-earning assets 2.32% 0.90% 1.13% 1.03% Average cost of: Deposits 1.24% 1.44% 1.27% 1.65% FHLB advances 3.14% 5.21% 3.17% 5.42% Interest rate spread 3.80% 2.44% 3.84% 2.20% Net interest margin 3.87% 2.57% 3.91% 2.34%
THREE MONTHS INC NINE MONTHS INC ------------ ----------- 9/30/04 9/30/03 (DEC) 9/30/04 9/30/03 (DEC) ------- ------- ------- ------- NON-INTEREST INCOME Retail banking fees $ 595 $ 589 1.0% $ 1,985 $ 1,736 14.3% Gain (loss) on sales of securities - (377) -100.0% - 208 -100.0% Gain on sale of real estate - 110 -100.0% - 110 -100.0% NON-INTEREST EXPENSE Salaries and benefits 2,160 1,996 8.2% 6,681 6,056 10.3% Occupancy 613 675 -9.2% 1,852 1,905 -2.8% Deposit insurance 17 18 -5.6% 53 55 -3.6% Professional fees 121 110 10.0% 459 428 7.2% Deposit intangible amortization 41 49 -16.3% 121 145 -16.6% Advertising 164 138 18.8% 490 413 18.6% Other 627 727 -13.8% 1,873 2,049 -8.6% Debt prepayment fee - 13,765 -100.0% - 13,765 -100.0% INC --- 9/30/04 12/31/03 (DEC) ------- -------- ----- DEPOSIT INFORMATION Non-interest checking $ 32,035 $ 26,375 21.5% Interest checking 51,690 52,647 -1.8% Money market 43,998 44,688 -1.5% Savings 183,762 188,673 -2.6% CD's 146,407 146,960 -0.4% OTHER PERIOD ENDING INFORMATION Per Share Book value (a) $ 21.53 $ 21.37 Tangible book value (a) $ 19.84 $ 19.56 Closing market price $ 28.25 $ 34.20 Balance sheet Loans,net $435,174 $404,649 7.5% Cash and cash equivalents 6,650 8,241 -19.3% Mortgage-backed securities 125,889 130,404 -3.5% Investment securities 32,286 31,802 1.5% Total assets 629,457 606,752 3.7% FHLB advances and other 108,078 86,853 24.4% Stockholders' equity 58,175 55,480 4.9% ASSET QUALITY Non-performing loans 1,813 2,282 -20.6% Loan loss reserves 2,185 2,111 3.5% Reserves to gross loans 0.50% 0.52% -3.8% Non-performing loans to gross loans 0.41% 0.56% -26.8% Non-performing loans to total assets 0.29% 0.38% -23.7% Foreclosed property 807 868 -7.0% Foreclosed property to total assets 0.13% 0.14% -7.1% Non-performing assets to total assets 0.42% 0.52% -19.2% OTHER STATISTICAL INFORMATION Shares outstanding (000's) (a) 2,702 2,596 Number of branch offices 14 14 Full time equivalent employees 167 171
(a) excludes 206,000 employee stock ownership plan shares. (b) excludes $14,142,000 pre-tax and $9,334,000 after tax cost attributable to the debt refinancing transaction of 2003. n.m. not meaningful -----END PRIVACY-ENHANCED MESSAGE-----