file10q.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the period ended June 30, 2014
   
- or -
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number:  1-35163

TF FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
 
74-2705050
(State or Other Jurisdiction of Incorporation
 
(I.R.S. Employer Identification No.)
or Organization)
   

3 Penns Trail, Newtown, Pennsylvania
 
18940
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (215) 579-4000
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES xNO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
 
Accelerated filer o
     
Non-accelerated filer o
 
Smaller reporting company x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 Exchange Act). YES   NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: August 14, 2014

Class
Outstanding
$.10 par value common stock
3,155,762 shares



 
 

 

CONTENTS

PART I-CONSOLIDATED FINANCIAL INFORMATION
 
     
Item 1.
3
     
Item 2.
36
     
Item 3.
45
     
Item 4.
45
     
PART II-OTHER INFORMATION
 
     
Item 1.
46
     
Item 1A.
46
     
Item 2.
46
     
Item 3.
46
     
Item 4.
46
     
Item 5.
46
     
Item 6.
46
     
Signatures
 
     
Exhibits
   
     
31.1
 
     
31.2
 
     
32.
 
 
The following Exhibits are being furnished as part of this report:

101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL 
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
101.DEF
XBRL Taxonomy Definition Linkbase Document
 



TF FINANCIAL CORPORATION AND SUBSIDIARIES

PART I-CONSOLIDATED FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(Unaudited)

   
At
 
   
June 30, 2014
   
December 31, 2013
 
   
(in thousands)
 
ASSETS
           
Cash and cash equivalents
  $ 48,291     $ 45,310  
Investment securities
               
Available for sale
    129,686       124,012  
Held to maturity (fair value of $1,515 and $1,680 as of
     June 30, 2014 and December 31, 2013, respectively)
    1,340       1,490  
Loans receivable, net
    610,097       614,168  
Loans receivable, held for sale
    129       349  
Federal Home Loan Bank ("FHLB") stock — at cost
    3,544       3,370  
Accrued interest receivable
    2,523       2,520  
Premises and equipment, net
    8,351       8,616  
Goodwill
    4,324       4,324  
Core deposit intangible
    453       503  
Bank owned life insurance
    18,851       18,586  
Other assets
    11,977       12,441  
TOTAL ASSETS
  $ 839,566     $ 835,689  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities
               
Deposits
  $ 685,988     $ 683,902  
Advances from the FHLB
    47,120       49,605  
Advances from borrowers for taxes and insurance
    3,284       3,228  
Accrued interest payable
    725       671  
Other liabilities
    4,274       3,408  
Total liabilities
    741,391       740,814  
                 
Stockholders’ equity
               
Preferred stock, no par value; 2,000,000 shares authorized at
     June 30, 2014 and December 31, 2013, none issued
           
Common stock, $0.10 par value; 10,000,000 shares authorized,
     5,290,000 shares issued, 3,151,562 and 3,149,239 shares
     outstanding at June 30, 2014 and December 31, 2013,
     respectively, net of shares in treasury of 2,138,438 and
     2,140,761, respectively.
    529       529  
Additional paid-in capital
    56,546       56,197  
Unearned ESOP shares
    (784 )     (846 )
Treasury stock — at cost
    (44,454 )     (44,502 )
Retained earnings
    85,907       84,675  
Accumulated other comprehensive income (loss)
    431       (1,178 )
Total stockholders’ equity
    98,175       94,875  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 839,566     $ 835,689  

The accompanying notes are an integral part of these statements
 
 
 
 
TF FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

   
For the three months ended
June 30,
   
For the six months ended
June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(in thousands, except share and per share data)
 
Interest income
                       
Loans, including fees
  $ 6,636     $ 5,963     $ 13,313     $ 12,029  
Investment securities
                               
  Fully taxable
    550       355       1,051       724  
  Exempt from federal taxes
    410       412       828       830  
Interest-bearing deposits and other
    4       14       7       18  
TOTAL INTEREST INCOME
    7,600       6,744       15,199       13,601  
Interest expense
                               
Deposits
    774       712       1,540       1,443  
Borrowings
    187       226       380       474  
TOTAL INTEREST EXPENSE
    961       938       1,920       1,917  
NET INTEREST INCOME
    6,639       5,806       13,279       11,684  
Provision for loan losses
    100       400       100       839  
NET INTEREST INCOME AFTER PROVISION
     FOR LOAN LOSSES
    6,539       5,406       13,179       10,845  
Noninterest income
                               
Service fees, charges and other operating income
    552       650       1,068       1,177  
Bank owned life insurance
    134       137       265       280  
Bank owned life insurance death benefit proceeds
          934             934  
Gain on sale of loans
    101       226       175       531  
Gain on sale of investment securities
    16             17        
Gain on disposition of premises and equipment
                      420  
TOTAL NONINTEREST INCOME
    803       1,947       1,525       3,342  
Noninterest expense
                               
Compensation and benefits
    3,206       2,842       6,589       5,659  
Occupancy and equipment
    829       709       1,736       1,406  
Federal deposit insurance premiums
    125       132       259       242  
Professional fees
    278       230       583       518  
Merger-related costs
    1,068       295       1,068       615  
Marketing and advertising
    76       132       220       171  
Foreclosed real estate expense
    35       235       48       459  
Core deposit intangible amortization
    25             50        
Other operating
    615       557       1,194       1,092  
TOTAL NONINTEREST EXPENSE
    6,257       5,132       11,747       10,162  
INCOME BEFORE INCOME TAXES
    1,085       2,221       2,957       4,025  
Income tax expense
    500       421       991       1,002  
NET INCOME
  $ 585     $ 1,800     $ 1,966     $ 3,023  
                                 
Earnings per share—basic
  $ 0.19     $ 0.66     $ 0.64     $ 1.10  
Earnings per share—diluted
  $ 0.19     $ 0.66     $ 0.63     $ 1.10  
Dividends paid per share
  $ 0.12     $ 0.05     $ 0.24     $ 0.10  
Weighted average shares outstanding:
                               
Basic
    3,066       2,743       3,064       2,741  
Diluted
    3,115       2,743       3,098       2,741  
 
The accompanying notes are an integral part of these statements


TF FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

   
For the three months ended
June 30,
   
For the six months ended
June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(in thousands)
 
                         
Net income
  $ 585     $ 1,800     $ 1,966     $ 3,023  
Other comprehensive income (loss):
                               
Investment securities available for sale:
                               
Unrealized holding gains (losses)
    1,099       (2,845 )     2,330       (4,118 )
Tax effect
    (374 )     967       (793 )     1,400  
Reclassification adjustment for gains realized in net income
    (16 )           (17 )      
Tax effect
    6             6        
Net of tax amount
    715       (1,878 )     1,526       (2,718 )
Pension plan benefit adjustment:
                               
Related to actuarial losses and prior service cost
    61       66       123       132  
Tax effect
    (20 )     (22 )     (40 )     (45 )
Net of tax amount
    41       44       83       87  
Total other comprehensive income (loss)
    756       (1,834 )     1,609       (2,631 )
Comprehensive income (loss)
  $ 1,341     $ (34 )   $ 3,575     $ 392  
 
The accompanying notes are an integral part of these statements




TF FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
For the six months ended June 30,
 
   
2014
   
2013
 
   
(in thousands)
 
OPERATING ACTIVITIES
           
Net income
  $ 1,966     $ 3,023  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization and impairment adjustment of mortgage loan servicing rights
    117       (77 )
Premiums and discounts on investment securities, net
    149       144  
Premiums and discounts on mortgage-backed securities, net
    195       208  
Accretion of premiums on certificates of deposit
    (111 )      
Deferred loan origination costs, net
    96       105  
Provision for loan losses
    100       839  
Amortization of core deposit intangible
    50        
Depreciation of premises and equipment
    337       334  
Increase in value of bank owned life insurance
    (265 )     (280 )
Income from life insurance death benefit
          (934 )
Stock-based compensation
    450       380  
Proceeds from sale of loans originated for sale
    10,890       21,088  
Origination of loans held for sale
    (10,618 )     (21,580 )
Loss on foreclosed real estate
    11       375  
Gain on:
               
Sale of loans
    (175 )     (531 )
Sale of investment securities
    (17 )      
Disposition of premises and equipment
          (420 )
(Increase) decrease in:
               
Accrued interest receivable                                                                                                     
    (3 )     38  
Other assets                                                                                                     
    703       (93 )
Increase in:
               
Accrued interest payable                                                                                                     
    54       71  
Other liabilities                                                                                                     
    39       157  
 NET CASH PROVIDED BY OPERATING ACTIVITIES
    3,968       2,847  
                 
INVESTING ACTIVITIES
               
Loan originations
    (33,512 )     (56,636 )
Loan principal payments
    36,825       59,116  
Proceeds from sale of foreclosed real estate
    441       987  
Proceeds from disposition of premises and equipment
          417  
Proceeds from maturities of investment securities available for sale
    4,795       2,545  
Proceeds from sale of investment securities available for sale
    6,728        
Proceeds from bank owned life insurance
          2,183  
Principal repayments on mortgage-backed securities held to maturity
    149       294  
Principal repayments on mortgage-backed securities available for sale
    4,740       10,889  
Purchase of investment securities available for sale
    (4,584 )     (10,902 )
Purchase of mortgage-backed securities available for sale
    (15,366 )     (1,867 )
Purchase of premises and equipment
    (72 )     (767 )
Redemption of FHLB stock
    56       1,585  
Purchase of FHLB stock
    (230 )      
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES
    (30 )     7,844  



TF FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
For the six months ended June 30,
 
   
2014
   
2013
 
   
(in thousands)
 
FINANCING ACTIVITIES
           
Net increase in customer deposits
    2,197       11,097  
Net decrease in short-term FHLB borrowings
    (2,485 )     (8,122 )
Net increase in advances from borrowers for taxes and insurance
    56       415  
Exercise of stock options
    8       13  
Tax benefit arising from exercise of stock options
    1       1  
Common stock dividends paid
    (734 )     (274 )
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES
    (957 )     3,130  
NET INCREASE IN CASH AND CASH EQUIVALENTS
    2,981       13,821  
Cash and cash equivalents at beginning of period
    45,310       31,137  
Cash and cash equivalents at end of period
  $ 48,291     $ 44,958  
Supplemental disclosure of cash flow information
               
    Cash paid for:
               
        Interest on deposits and borrowings
  $ 1,916     $ 1,846  
        Income taxes
  $ 750     $ 575  
     Noncash transactions:
               
        Capitalization of mortgage servicing rights
  $ 123     $ 220  
        Transfers from loans to foreclosed real estate
  $ 562     $ 257  

The accompanying notes are an integral part of these statements




TF FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — PRINCIPLES OF CONSOLIDATION
 
The consolidated financial statements as of June 30, 2014 (unaudited) and December 31, 2013 and for the three and six-month periods ended June 30, 2014 and 2013 (unaudited) include the accounts of TF Financial Corporation (the “Company”) and its wholly owned subsidiaries: 3rd Fed Bank (the “Bank”) and Penns Trail Development Corporation. The accompanying consolidated balance sheet at December 31, 2013, has been derived from the audited consolidated balance sheet but does not include all of the information and notes required by accounting principles generally accepted in the United States of America (“US GAAP”) for complete financial statements. The Company’s business is conducted principally through the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation.

NOTE 2 — BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all of the disclosures or footnotes required by US GAAP. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for fair presentation of the consolidated financial statements have been included. The results of operations for the period ended June 30, 2014 are not necessarily indicative of the results which may be expected for the entire fiscal year or any other period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.  The amendments in this update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting.  For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement.  The amendments also require enhanced disclosures.  The accounting changes in this update are effective for the first interim or annual period beginning after December 15, 2014.  An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application is prohibited.  The disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This update is not expected to have a significant impact on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period.  The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This update is not expected to have a significant impact on the Company’s financial statements.

NOTE 4 — CONTINGENCIES

The Company, from time to time, is a party to routine litigation that arises in the normal course of business. In the opinion of management, the resolution of this litigation, if any, would not have a material adverse effect on the Company’s consolidated financial position or results of operations.
 
 
 
 
NOTE 5 — ACQUISITION OF ROEBLING FINANCIAL CORP, INC.

On July 2, 2013, the Company closed on a merger transaction pursuant to which the Company acquired Roebling Financial Corp, Inc. (“Roebling”), the parent company of Roebling Bank, in a stock and cash transaction. 
 
Under the terms of the merger agreement, the Company acquired all of the outstanding shares of Roebling for a total purchase price of approximately $14.9 million.  As a result of the acquisition, the Company issued 306,873 common shares to former shareholders of Roebling.  Roebling was merged with and into the Company, and Roebling Bank was merged with and into the Bank.

The acquired assets and assumed liabilities were measured at estimated fair values. Management made certain estimates and exercised judgment in accounting for the acquisition. The following condensed statement reflects the values assigned to Roebling’s net assets as of the acquisition date:
 
   
At July 2, 2013
 
   
(in thousands)
 
             
Total purchase price
        $ 14,926  
               
Net assets acquired:
             
Cash
  $ 4,081          
Investment securities
    37,339          
Loans receivable
    102,026          
Premises and equipment
    2,154          
Core deposit intangible
    553          
Other assets
    2,531          
Time deposits
    (49,061 )        
Deposits other than time deposits
    (78,689 )        
Other liabilities
    (4,888 )        
              16,046  
Purchase gain on acquisition
          $ 1,120  
 
 

NOTE 6 — 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 share and per share data):

   
For the three months ended June 30, 2014
 
   
Income (numerator)
 
Weighted average shares (denominator)
 
Per share Amount
 
Basic earnings per share
                 
Income available to common stockholders
  $ 585       3,066,399     $ 0.19  
Effect of dilutive securities
                       
Stock options and grants
          49,037        
                         
Diluted earnings per share
                       
Income available to common stockholders plus effect of dilutive securities
  $ 585       3,115,436     $ 0.19  
 
   
For the six months ended June 30, 2014
 
   
Income (numerator)
 
Weighted average shares (denominator)
 
Per share Amount
 
Basic earnings per share
                       
Income available to common stockholders
  $ 1,966       3,064,107     $ 0.64  
Effect of dilutive securities
                       
Stock options and grants
          34,036       (0.01  )
                         
Diluted earnings per share
                       
Income available to common stockholders plus effect of dilutive securities
  $ 1,966       3,098,143     $ 0.63  

There were no options outstanding during the three and six months ended June 30, 2014 to purchase shares of common stock excluded in the computation of diluted earnings per share as the options’ exercise prices were less than the average market price of the common shares.




   
For the three months ended June 30, 2013
 
   
Income (numerator)
 
Weighted average shares (denominator)
 
Per share Amount
 
Basic earnings per share
                 
Income available to common stockholders
  $ 1,800       2,743,427     $ 0.66  
Effect of dilutive securities
                       
Stock options and grants
                 
                         
Diluted earnings per share
                       
Income available to common stockholders plus effect of dilutive securities
  $ 1,800       2,743,427     $ 0.66  
 
   
For the six months ended June 30, 2013
 
   
Income (numerator)
 
Weighted average shares (denominator)
 
Per share Amount
 
Basic earnings per share
                       
Income available to common stockholders
  $ 3,023       2,740,915     $ 1.10  
Effect of dilutive securities
                       
Stock options and grants
                 
                         
Diluted earnings per share
                       
Income available to common stockholders plus effect of dilutive securities
  $ 3,023       2,740,915     $ 1.10  
 
There were 30,388 options to purchase shares of common stock at a price range of $25.71 to $32.51 per share which were outstanding during the three and six months ended June 30, 2013 that 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.

 
 
NOTE 7 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The activity in accumulated other comprehensive income (loss) for the three months ended June 30, 2014 and 2013 is as follows:

   
Accumulated Other Comprehensive Income (Loss) (1), (2)
 
   
Unrealized gains (losses) on securities available for sale
   
Defined
 benefit
pension
plan
   
Total
 
   
(in thousands)
 
Balance at March 31, 2014
  $ 987     $ (1,312 )   $ (325 )
  Other comprehensive income before
     reclassifications
    725             725  
  Amounts reclassified from accumulated other
     comprehensive income (loss)
    (10 )     41       31  
Period change
    715       41       756  
Balance at June 30, 2014
  $ 1,702     $ (1,271 )   $ 431  
                         
                         
Balance at March 31, 2013
  $ 2,965     $ (2,792 )   $ 173  
  Other comprehensive loss before
     reclassifications
    (1,878 )           (1,878 )
  Amounts reclassified from accumulated other
     comprehensive income
          44       44  
Period change
    (1,878 )     44       (1,834 )
Balance at June 30, 2013
  $ 1,087     $ (2,748 )   $ (1,661 )
 
(1
)
All amounts are net of tax. Related income tax expense or benefit is calculated using a Federal income tax rate of 34%.
(2
)
Amounts in parentheses indicate debits.

 
 
   
Amount reclassified from accumulated other comprehensive income
For the three months ended June 30, (1)
 
Affected line item in the consolidated statements of net income
   
2014
   
2013
   
   
(in thousands)
   
Investment securities available for sale
             
Net securities gains reclassified into
     earnings
  $ 16     $  
 Gain on sale of investment
 securities
          Related income tax expense
    (6 )      
 Income tax expense
Net effect on accumulated other
     income for the period
    10        
 Net of tax
Defined benefit pension plan (2)
                 
     Amortization of net actuarial loss
  $ (61 )   $ (66 )
 Compensation and benefits
          Related income tax expense
    20       22  
 Income tax expense
Net effect on accumulated other
     comprehensive income for the
     period
    (41 )     (44 )
 Net of tax
Total reclassification for the period
  $ (31 )   $ (44 )
 Net income
 
(1
)
Amounts in parentheses indicate debits.
(2
)
Included in the computation of net periodic pension cost. See Note 12 – Employee Benefit Plans for additional detail.

 
The activity in accumulated other comprehensive income (loss) for the six months ended June 30, 2014 and 2013 is as follows:

   
Accumulated Other Comprehensive Income (Loss) (1), (2)
 
   
Unrealized gains (losses) on securities available for sale
   
Defined
benefit
pension
plan
   
Total
 
   
(in thousands)
 
Balance at December 31, 2013
  $ 176     $ (1,354 )   $ (1,178 )
  Other comprehensive income before
     reclassifications
    1,537             1,537  
  Amounts reclassified from accumulated other
     comprehensive income (loss)
    (11 )     83       72  
Period change
    1,526       83       1,609  
Balance at June 30, 2014
  $ 1,702     $ (1,271 )   $ 431  
                         
                         
Balance at December 31, 2012
  $ 3,805     $ (2,835 )   $ 970  
  Other comprehensive loss before
     reclassifications
    (2,718 )           (2,718 )
  Amounts reclassified from accumulated other
     comprehensive income
          87       87  
Period change
    (2,718 )     87       (2,631 )
Balance at June 30, 2013
  $ 1,087     $ (2,748 )   $ (1,661 )
 
(1
)
All amounts are net of tax. Related income tax expense or benefit is calculated using a Federal income tax rate of 34%.
(2
)
Amounts in parentheses indicate debits.

   
Amount reclassified from accumulated other comprehensive income
For the six months ended June 30, (1)
 
Affected line item in the consolidated statements of net income
   
2014
   
2013
   
   
(in thousands)
   
Investment securities available for sale
             
Net securities gains reclassified into
     earnings
  $ 17     $  
 Gain on sale of investment
 securities
          Related income tax expense
    (6 )      
 Income tax expense
Net effect on accumulated other
     income for the period
    11        
 Net of tax
Defined benefit pension plan (2)
                 
     Amortization of net actuarial loss
          and prior service cost
  $ (123 )   $ (132 )
 Compensation and benefits
          Related income tax expense
    40       45  
 Income tax expense
Net effect on accumulated other
     comprehensive income for the
     period
    (83 )     (87 )
 Net of tax
Total reclassification for the period
  $ (72 )   $ (87 )
 Net income

(1
)
Amounts in parentheses indicate debits.
(2
)
Included in the computation of net periodic pension cost. See Note 12 – Employee Benefit Plans for additional detail.

NOTE 8 — INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities are summarized as follows:

   
At June 30, 2014
 
   
Amortized
cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair
value
 
   
(in thousands)
 
Available for sale
                       
U.S. Government and federal agencies
  $ 11,884     $ 45     $ (168 )   $ 11,761  
State and political subdivisions
    59,775       2,179       (304 )     61,650  
Residential mortgage-backed securities
     issued by quasi-governmental agencies
    55,448       966       (139 )     56,275  
Total investment securities available for sale
    127,107       3,190       (611 )     129,686  
                                 
Held to maturity
                               
Residential mortgage-backed securities issued by
     quasi-governmental agencies
    1,340       176       (1 )     1,515  
Total investment securities
  $ 128,447     $ 3,366     $ (612 )   $ 131,201  
 
   
At December 31, 2013
 
   
Amortized
cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Fair
value
 
   
(in thousands)
 
Available for sale
                               
U.S. Government and federal agencies
  $ 18,572     $ 4     $ (513 )   $ 18,063  
State and political subdivisions
    60,159       1,526       (1,016 )     60,669  
Residential mortgage-backed securities
     issued by quasi-governmental agencies
    45,015       540       (275 )     45,280  
Total investment securities available for sale
    123,746       2,070       (1,804 )     124,012  
                                 
Held to maturity
                               
Residential mortgage-backed securities issued by
     quasi-governmental agencies
    1,490       191       (1 )     1,680  
Total investment securities
  $ 125,236     $ 2,261     $ (1,805 )   $ 125,692  
 
Gross realized gains were $22,000 from the sale proceeds of investment securities available for sale of $3.8 million for the three months ended June 30, 2014. Gross realized losses were $6,000 from the sale proceeds of investment securities available for sale of $948,000 for the three months ended June 30, 2014.

Gross realized gains were $27,000 from the sale proceeds of investment securities available for sale of $4.8 million for the six months ended June 30, 2014. Gross realized losses were $10,000 from the sale proceeds of investment securities available for sale of $1.9 million for the six months ended June 30, 2014.

There were no sales of investment securities during the three or six months ended June 30, 2013.



The amortized cost and fair value of investment and mortgage-backed securities, by contractual maturity, are shown below. 

   
At June 30, 2014
 
   
Available for sale
   
Held to maturity
 
   
Amortized cost
   
Fair value
   
Amortized cost
   
Fair value
 
   
(in thousands)
 
Investment securities
                       
Due in one year or less
  $ 400     $ 401     $     $  
Due after one year through five years
    18,541       18,818              
Due after five years through ten years
    31,733       32,241              
Due after ten years
    20,985       21,951              
      71,659       73,411              
                                 
Mortgage-backed securities
    55,448       56,275       1,340       1,515  
Total investment and mortgage-backed securities
  $ 127,107     $ 129,686     $ 1,340     $ 1,515  
 
The table below indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2014:

   
 
   
Less than
   
12 months
       
    Number    
12 months
   
or longer
    Total  
Description of Securities
 
of
Securities
 
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized Loss
   
Fair
Value
   
Unrealized
Loss
 
   
(dollars in thousands)
 
U.S. Government and federal agencies
    3     $ 949     $ (5 )   $ 6,837     $ (163 )   $ 7,786     $ (168 )
State and political subdivisions
    16       4,176       (37 )     8,726       (267 )     12,902       (304 )
Residential mortgage-backed
     securities issued by quasi-
     governmental agencies
    39       9,543       (140 )                 9,543       (140 )
Total temporarily impaired
     securities
    58     $ 14,668     $ (182 )   $ 15,563     $ (430 )   $ 30,231     $ (612 )
 
The table below indicates the length of time individual securities have been in a continuous unrealized loss position at December 31, 2013:

   
 
   
Less than
   
12 months
   
 
       
    Number    
12 months
   
or longer
    Total  
 
 
of
   
Fair 
   
Unrealized
   
Fair 
   
Unrealized
   
Fair 
   
Unrealized
 
Description of Securities    Securities      Value     Loss      Value      Loss      Value      Loss  
   
(dollars in thousands)
 
U.S. Government and federal agencies
    13     $ 17,028     $ (513 )   $     $     $ 17,028     $ (513 )
State and political subdivisions
    24       19,646       (1,016 )                 19,646       (1,016 )
Residential mortgage-backed
     securities issued by quasi-
     governmental agencies
    65       24,508       (276 )                 24,508       (276 )
Total temporarily impaired
     securities
    102     $ 61,182     $ (1,805 )   $     $     $ 61,182     $ (1,805 )
 
 
 
On a quarterly basis, temporarily impaired securities are evaluated to determine whether such impairment is an other-than-temporary impairment (“OTTI”). The Company has performed this evaluation and has determined that the unrealized losses at
June 30, 2014 and December 31, 2013, respectively, are not considered other-than-temporary but are the result of changes in interest rates, and are therefore reflected in other comprehensive income (loss).

NOTE 9 — LOANS RECEIVABLE

Loans receivable are summarized as follows:
   
At
 
   
June 30, 2014
   
December 31, 2013
 
   
(in thousands)
 
Held for investment:
           
Residential
           
Residential mortgages
  $ 355,658     $ 371,961  
                 
Commercial
               
Real estate-commercial
    131,157       129,345  
Real estate-residential
    23,697       20,005  
Real estate-multi-family
    18,936       16,623  
Construction loans
    8,998       8,773  
Commercial and industrial loans
    8,965       6,849  
Total commercial loans
    191,753       181,595  
                 
Consumer
               
Home equity and second mortgage
    63,961       64,202  
Other consumer
    1,532       1,697  
Total consumer loans
    65,493       65,899  
                 
Total loans
    612,904       619,455  
Net deferred loan origination costs and unamortized premiums
    1,341       1,288  
Less allowance for loan losses
    (4,148 )     (6,575 )
Total loans receivable
  $ 610,097     $ 614,168  
                 
Held for sale:
               
Residential
               
Residential mortgages
  $ 129     $ 349  



The following tables present by credit quality indicators the composition of the commercial loan portfolio:

   
At June 30, 2014
 
         
Special
   
 
             
    Pass     mention     Substandard     Doubtful     Total  
   
(in thousands)
 
Real estate-commercial
  $ 119,552     $ 2,930     $ 8,675     $     $ 131,157  
Real estate-residential
    21,238       861       1,598             23,697  
Real estate-multi-family
    15,457             3,479             18,936  
Construction loans
    8,765             233             8,998  
Commercial and industrial loans
    8,936       29                   8,965  
  Total
  $ 173,948     $ 3,820     $ 13,985     $     $ 191,753  
 
   
At December 31, 2013
 
   
 
   
Special
   
 
         
 
 
      Pass     mention       Substandard       Doubtful       Total  
   
(in thousands)
 
Real estate-commercial
  $ 113,260     $ 7,142     $ 8,943     $     $ 129,345  
Real estate-residential
    17,182       487       2,336             20,005  
Real estate-multi-family
    13,114             3,509             16,623  
Construction loans
    5,596             3,177             8,773  
Commercial and industrial loans
    6,817       32                   6,849  
  Total
  $ 155,969     $ 7,661     $ 17,965     $     $ 181,595  

In order to assess and monitor the credit risk associated with commercial loans, the Company employs a risk rating methodology whereby each commercial loan is initially assigned a risk grade. At least annually, all risk ratings are reviewed in light of information received such as tax returns, rent rolls, cash flow statements, appraisals, and any other information which may affect the then-current risk rating, which is adjusted upward or downward as needed. At the end of each quarter the risk ratings are summarized and become a component of the evaluation of the allowance for loan losses. The Company’s risk rating definitions mirror those promulgated by banking regulators and are as follows:
 
Pass: A good quality loan characterized by satisfactory liquidity; reasonable debt capacity and coverage; acceptable management in all critical positions and normal operating results for its peer group. The Company has grades 1 through 6 within the Pass category which reflect the increasing amount of attention paid to the individual loan because of, among other things, trends in debt service coverage, management weaknesses, or collateral values.
 
Special mention: A loan that has potential weaknesses that deserves management’s close attention. Although the loan is currently protected, if left uncorrected, potential weaknesses may result in the deterioration of the loan’s repayment prospects or in the borrower’s future credit position. Potential weaknesses include: weakening financial condition; an unrealistic repayment program; inadequate sources of funds; lack of adequate collateral; credit information; or documentation. There is currently the capacity to meet interest and principal payments, but further adverse business, financial, or economic conditions may impair the borrower’s capacity or willingness to pay interest and repay principal.
 
Substandard: A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Although no loss of principal or interest is presently apparent, there is the distinct possibility that a partial loss of interest and/or principal will be sustained if the deficiencies are not corrected. There is a current identifiable vulnerability to default and the dependence upon favorable business, financial, or economic conditions to meet timely payment of interest and repayment of principal.

Doubtful: A loan which has all the weaknesses inherent in a substandard asset with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to strengthen the asset, classification as an estimated loss is deferred until a more exact status is determined. Pending factors include: proposed merger, acquisition, liquidation, capital injection, perfecting liens on additional collateral, and refinancing plans.
 
Loss: Loans which are considered uncollectible and have been charged off. The Company has charged-off all loans classified as loss.
 
Loans classified as special mention, substandard or doubtful are evaluated for potential impairment. All impaired loans are placed on nonaccrual status and are classified as substandard or doubtful.
 
The following tables present by credit quality indicator the composition of the residential mortgage and consumer loan portfolios:

   
At June 30, 2014
 
   
Performing
   
Nonperforming
   
Total
 
   
(in thousands)
 
Residential mortgages
  $ 354,502     $ 1,156     $ 355,658  
Home equity and second mortgage
    63,836       125       63,961  
Other consumer
    1,532             1,532  
  Total
  $ 419,870     $ 1,281     $ 421,151  
 
 
 
   
At December 31, 2013
 
   
Performing
   
Nonperforming
   
Total
 
   
(in thousands)
 
Residential mortgages
  $ 368,967     $ 2,994     $ 371,961  
Home equity and second mortgage
    63,902       300       64,202  
Other consumer
    1,697             1,697  
  Total
  $ 434,566     $ 3,294     $ 437,860  
 
In order to assess and monitor the credit risk associated with residential mortgage loans and consumer loans which include second mortgage loans and home equity secured lines of credit, the Company relies upon the payment status of the loan. Residential mortgage and other consumer loans 90 days or more past due are placed on nonaccrual status, classified as nonperforming, and evaluated for impairment.



The following table presents by class nonperforming loans including impaired loans and loan balances 90 days or more past due, for which the accrual of interest has been discontinued:

   
At
 
   
June 30, 2014
   
December 31, 2013
 
   
(in thousands)
 
Residential
           
Residential mortgages
  $ 1,156     $ 2,994  
Commercial
               
Real estate-commercial
    1,769       774  
Real estate-residential
    690       896  
Real estate-multi-family
    191       191  
Construction loans
    233       3,177  
Consumer
               
Home equity and second mortgage
    125       300  
Total nonperforming loans
  $ 4,164     $ 8,332  


The following tables present  loans individually evaluated for impairment by class:
   
At June 30, 2014
 
   
Recorded investment
 
Unpaid principal balance
 
Related allowance
 
Average recorded investment
 
Interest income recognized
 
   
(in thousands)
 
With an allowance recorded:
                             
Residential
                             
Residential mortgages
  $ 1,124     $ 1,124     $ 281     $ 1,129     $  
Commercial
                                       
Real estate-commercial
    132       132       64       44        
Real estate-residential
    496       496       200       569          
Construction loans
    233       233       21       1,215        
      1,985       1,985       566       2,957        
With no allowance recorded:
                                       
Residential
                                       
Residential mortgages
  $ 22     $ 33           $ 409     $  
Commercial
                                       
Real estate-commercial
    1,637       1,639             1,103        
Real estate-residential
    194       321             184        
Real estate-multi-family
    191       372             191        
Consumer
                                       
Home equity and second mortgage
    15       16             39        
      2,059       2,381             1,926        
Total
  $ 4,044     $ 4,366     $ 566     $ 4,883     $  
 
   
At December 31, 2013
 
   
Recorded investment
 
Unpaid principal balance
 
Related allowance
 
Average recorded investment
 
Interest income recognized
 
   
(in thousands)
 
With an allowance recorded:
                                       
Residential
                                       
Residential mortgages
  $ 1,135     $ 1,135     $ 128     $ 1,620     $  
Commercial
                                       
Real estate-commercial
                      109        
Real estate-residential
    712       712       77       211        
Construction loans
    3,177       3,375       2,021       3,701        
      5,024       5,222       2,226       5,641        
With no allowance recorded:
                                       
Residential
                                       
Residential mortgages
    1,184       1,184             241        
Commercial
                                       
Real estate-commercial
    774       774             607        
Real estate-residential
    184       321             108        
Real estate-multi-family
    191       372             77        
Consumer
                                       
Home equity and second mortgage
    47       81             7        
      2,380       2,732             1,040        
Total
  $ 7,404     $ 7,954     $ 2,226     $ 6,681     $  

 
 
The following tables present by class the contractual aging of delinquent loans :
   
At June 30, 2014
 
   
Current
   
30-59
Days
past due
   
60-89
Days
 past due
   
Loans
past due
90 days
 or more
   
Total
past due
   
Total
loans
   
Recorded investment
over 90 days
 and accruing interest
 
   
(in thousands)
 
Residential
                                         
Residential mortgages
  $ 353,227     $ 1,275     $     $ 1,156     $ 2,431     $ 355,658     $  
Commercial
                                                       
Real estate-commercial
    128,815       572       400       1,370       2,342       131,157        
Real estate-residential
    23,018                   679       679       23,697        
Real estate-multi-family
    18,745                   191       191       18,936        
Construction loans
    8,765                   233       233       8,998        
Commercial and industrial loans
    8,957             8             8       8,965        
Consumer
                                                       
Home equity and second mortgage
    63,799       37             125       162       63,961        
Other consumer
    1,532                               1,532        
Total
  $ 606,858     $ 1,884     $ 408     $ 3,754     $ 6,046     $ 612,904     $  
 
   
At December 31, 2013
 
   
Current
   
30-59
Days
past due
   
60-89
Days
past due
   
Loans
 past due
90 days
or more
   
Total
past due
   
Total
loans
   
Recorded investment
over 90 days and accruing interest
 
   
(in thousands)
 
Residential
                                                       
Residential mortgages
  $ 369,271     $ 111     $     $ 2,579     $ 2,690     $ 371,961     $  
Commercial
                                                       
Real estate-commercial
    127,786       785             774       1,559       129,345        
Real estate-residential
    18,589       180       340       896       1,416       20,005        
Real estate-multi-family
    16,432                   191       191       16,623        
Construction loans
    5,596                   3,177       3,177       8,773        
Commercial and industrial loans
    6,849                               6,849        
Consumer
                                                       
Home equity and second mortgage
    63,543       355       4       300       659       64,202        
Other consumer
    1,686       7       4             11       1,697        
Total
  $ 609,752     $ 1,438     $ 348     $ 7,917     $ 9,703     $ 619,455     $  

Activity in the allowance for loan losses for the three and six months ended June 30, 2014 is summarized as follows:
 
   
Balance
April 1,
2014
 
Provision
   
Charge-offs
   
Recoveries
   
Balance
June 30,
2014
 
   
(in thousands)
 
Residential
                             
Residential mortgages
  $ 1,614     $ (31 )   $     $     $ 1,583  
Commercial
                                       
Real estate-commercial
    950       103                   1,053  
Real estate-residential
    412       (45 )                 367  
Real estate-multi-family
    137       (21 )                 116  
Construction loans
    355       104                   459  
Commercial and industrial loans
    101       (46 )           3       58  
Consumer
                                       
Home equity and second mortgage
    227       18       (19 )           226  
Other consumer
    34       (7 )     (4 )     6       29  
Unallocated
    232       25                   257  
Total
  $ 4,062     $ 100     $ (23 )   $ 9     $ 4,148  
 
   
Balance
January 1,
2014
 
Provision
   
Charge-offs
   
Recoveries
   
Balance
June 30,
2014
 
   
(in thousands)
   
Residential
                                       
Residential mortgages
  $ 1,722     $ 29     $ (169 )   $ 1     $ 1,583  
Commercial
                                       
Real estate-commercial
    1,220       (167 )                 1,053  
Real estate-residential
    437       37       (107 )           367  
Real estate-multi-family
    136       (20 )                 116  
Construction loans
    2,208       430       (2,179 )           459  
Commercial and industrial loans
    97       (43 )           4       58  
Consumer
                                       
Home equity and second mortgage
    214       78       (66 )           226  
Other consumer
    50       (10 )     (18 )     7       29  
Unallocated
    491       (234 )                 257  
Total
  $ 6,575     $ 100     $ (2,539 )   $ 12     $ 4,148  



Activity in the allowance for loan losses for the three and six months ended June 30, 2013 is summarized as follows:

   
Balance
April 1,
2013
 
Provision
   
Charge-offs
   
Recoveries
   
Balance
June 30,
2013
 
   
(in thousands)
 
Residential
                             
Residential mortgages
  $ 1,800     $ 77     $ (109 )   $ 12     $ 1,780  
Commercial
                                       
Real estate-commercial
    1,311       (74 )                 1,237  
Real estate-residential
    601       (241 )                 360  
Real estate-multi-family
    237       (65 )                 172  
Construction loans
    1,894       484       (39 )     3       2,342  
Commercial and industrial loans
    125       (55 )           1       71  
Consumer
                                       
Home equity and second mortgage
    211       (1 )                 210  
Other consumer
    11       27       (16 )     2       24  
Unallocated
    472       248                   720  
Total
  $ 6,662     $ 400     $ (164 )   $ 18     $ 6,916  
 
   
Balance
January 1,
2013
 
Provision
   
Charge-offs
   
Recoveries
   
Balance
June 30,
2013
 
   
(in thousands)
 
Residential
                                       
Residential mortgages
  $ 1,849     $ 126     $ (207 )   $ 12     $ 1,780  
Commercial
                                       
Real estate-commercial
    1,754       (82 )     (435 )           1,237  
Real estate-residential
    608       (189 )     (59 )           360  
Real estate-multi-family
    245       (73 )                 172  
Construction loans
    1,697       781       (150 )     14       2,342  
Commercial and industrial loans
    119       (52 )           4       71  
Consumer
                                       
Home equity and second mortgage
    251       (34 )     (15 )     8       210  
Other consumer
    11       30       (19 )     2       24  
Unallocated
    388       332                   720  
Total
  $ 6,922     $ 839     $ (885 )   $ 40     $ 6,916  

Despite the above allocation, the allowance for credit losses is general in nature and is available to absorb losses from any portfolio segment.

Loans receivable include certain loans that have been modified as Troubled Debt Restructurings (“TDRs”), where economic concessions have been granted to borrowers experiencing financial difficulties. The objective for granting the concessions is to maximize the recovery of the investment in the loan and may include reductions in the interest rate, payment extensions, forgiveness


of interest or principal, forbearance or other actions. TDRs are classified as nonperforming at the time of restructuring and typically return to performing status after considering the borrower’s positive repayment performance for a reasonable period of time, usually six months.

Loans modified in a TDR are evaluated individually for impairment based on the present value of expected cash flows or the fair value of the underlying collateral less selling costs for collateral dependent loans. If the value of the modified loan is less than the recorded investment in the loan, impairment is recognized through an increase by an additional provision to the allowance for loan losses. In periods subsequent to modification, TDRs are evaluated for possible additional impairment.

There were no new loan modifications deemed TDRs during the three and six months ended June 30, 2014 and 2013.
 
The following table presents loans classified as TDRs that subsequently defaulted:

   
For the three months ended
June 30, 2014
   
For the six months ended
 June 30, 2014
 
   
Number of Contracts
 
Recorded Investment
   
Number of Contracts
 
Recorded Investment
 
Residential
 
(in thousands)
   
(in thousands)
 
Residential mortgage
    1     $ 787       1     $ 787  
  Total
    1     $ 787       1     $ 787  

No loans previously classified as TDRs defaulted during the six months ended June 30, 2013.
 
In 2013, the Company acquired loans for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable that all contractually required payments would not be collected. The following table presents information regarding the outstanding principal balance and related carrying amount:

 
At June 30, 2014
 
At December 31, 2013
 
(in thousands)
 
Outstanding principal balance
$                                        742
  $
                                         808
 
Carrying amount
                                         412
   
                                         444
 

The table below presents changes in the amortizable yield for purchased credit-impaired loans as follows for six months ended June 30, 2014:
 
   
At June 30, 2014
 
   
(in thousands)
 
Balance at beginning of period
  $ 154  
Acquisition of impaired loans
     
Accretion
    (12 )
Balance at end of period
  $ 142  
There was no accretion during the three months ended June 30, 2014.

An impairment reserve of $64,000 has been assigned to acquired loans with or without specific evidence of deterioration in credit quality at June 30, 2014. There was no allowance for loan losses recorded for acquired loans with or without specific evidence of deterioration in credit quality at December 31, 2013.

The following tables present by class the ending balance of the allowance for loan losses and ending loan balance based on impairment method as of June 30, 2014. Acquired loans were recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.
 
   
Evaluated for impairment
       
Allowance for loan losses
 
Loans
acquired
without credit deterioration
 
Loans
acquired with credit deterioration
   
Individually
   
Collectively
   
Total
 
   
(in thousands)
 
Residential
                             
Residential mortgages
  $     $     $ 281     $ 1,302     $ 1,583  
Commercial
                                       
Real estate-commercial
    64                   989       1,053  
Real estate-residential
                200       167       367  
Real estate-multi-family
                      116       116  
Construction loans
                21       438       459  
Commercial and industrial loans
                      58       58  
Consumer
                                       
Home equity and second mortgage
                      226       226  
Other consumer
                      29       29  
Unallocated
                      257       257  
Total
  $ 64     $     $ 502     $ 3,582     $ 4,148  
 
   
Evaluated for impairment
         
Loans receivable
 
Loans acquired without credit deterioration
 
Loans acquired with credit deterioration
   
Individually
   
Collectively
   
Total
 
   
(in thousands)
   
Residential
                                       
Residential mortgages
  $ 46,448     $ 22     $ 1,124     $ 308,064     $ 355,658  
Commercial
                                       
Real estate-commercial
    11,774             1,771       117,612       131,157  
Real estate-residential
    4,781       184       496       18,236       23,697  
Real estate-multi-family
    1,070       191             17,675       18,936  
Construction loans
                233       8,765       8,998  
Commercial and industrial loans
    239                   8,726       8,965  
Consumer
                                       
Home equity and second mortgage
    22,661       15             41,285       63,961  
Other consumer
    107                   1,425       1,532  
Total
  $ 87,080     $ 412     $ 3,624     $ 521,788     $ 612,904  



The following tables present by class the ending balance of the allowance for loan losses and ending loan balance based on impairment method as of December 31, 2013. Acquired loans were recorded at fair value on their purchase date without a carryover of the related allowance for loan losses.

   
Evaluated for impairment
       
Allowance for loan losses
 
Loans
acquired
 without credit deterioration
 
Loans
acquired with credit deterioration
   
Individually
   
Collectively
   
Total
 
   
(in thousands)
 
Residential
                             
Residential mortgages
  $     $     $ 128     $ 1,594     $ 1,722  
Commercial
                                       
Real estate-commercial
                      1,220       1,220  
Real estate-residential
                77       360       437  
Real estate-multi-family
                      136       136  
Construction loans
                2,021       187       2,208  
Commercial and industrial loans
                      97       97  
Consumer
                                       
Home equity and second mortgage
                      214       214  
Other consumer
                      50       50  
Unallocated
                      491       491  
Total
  $     $     $ 2,226     $ 4,349     $ 6,575  
 
   
Evaluated for impairment
         
Loans receivable
 
Loans
acquired
without credit deterioration
 
Loans
acquired with credit deterioration
   
Individually
   
Collectively
   
Total
 
   
(in thousands)
 
Residential
                                       
Residential mortgages
  $ 50,985     $ 22     $ 2,297     $ 318,657     $ 371,961  
Commercial
                                       
Real estate-commercial
    12,787             774       115,784       129,345  
Real estate-residential
    4,913       184       712       14,196       20,005  
Real estate-multi-family
    1,116       191             15,316       16,623  
Construction loans
                3,177       5,596       8,773  
Commercial and industrial loans
    279                   6,570       6,849  
Consumer
                                       
Home equity and second mortgage
    24,806       47             39,349       64,202  
Other consumer
    126                   1,571       1,697  
Total
  $ 95,012     $ 444     $ 6,960     $ 517,039     $ 619,455  



NOTE 10 — FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present information about the Company’s financial instruments measured at fair value as of June 30, 2014 and December 31, 2013. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement hierarchy has been established for inputs in valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Determination of the appropriate level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement for the instrument or security.

The fair value hierarchy levels are summarized below:

 
·
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

 
·
Level 2 inputs are inputs that are observable for the asset or liability, either directly or indirectly.

 
·
Level 3 inputs are unobservable and contain assumptions of the party assessing the fair value of the asset or liability.

 Assets measured at fair value on a recurring basis segregated by fair value hierarchy level are summarized below:
 
                     
Balance as of
 
   
Fair value hierarchy levels
   
June 30,
 
   
Level 1
   
Level 2
   
Level 3
   
2014
 
   
(in thousands)
 
Assets
                       
Investment securities available for sale
                       
U.S. Government and federal agencies
  $     $ 11,761     $     $ 11,761  
State and political subdivisions
          61,650             61,650  
Residential mortgage-backed securities issued by quasi-
     governmental agencies
          56,275             56,275  
Total investment securities available for sale
  $     $ 129,686     $     $ 129,686  
                                 
Loans receivable, held for sale
  $     $ 129     $     $ 129  
 
 
                     
Balance as of
 
   
Fair value hierarchy levels
   
December 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2013
 
   
(in thousands)
 
Assets
                       
Investment securities available for sale
                       
U.S. Government and federal agencies
  $     $ 18,063     $     $ 18,063  
State and political subdivisions
          60,669             60,669  
Residential mortgage-backed securities issued by quasi-
     governmental agencies
          45,280             45,280  
Total investment securities available for sale
  $     $ 124,012     $     $ 124,012  
                                 
                                 
Loans receivable, held for sale
  $     $ 349     $     $ 349  

 
 
 
Investment securities available for sale and mortgage-backed securities available for sale are valued primarily by a third party pricing agent. U.S. Government and federal agency securities are primarily priced through a multi-dimensional relational model, a Level 2 hierarchy, which incorporates dealer quotes and other market information including, defined sector breakdown, benchmark yields, base spread, yield to maturity and corporate actions. State and political subdivision securities are valued within the Level 2 hierarchy using inputs with a series of matrices that reflect benchmark yields, ratings updates, and spread adjustments. Mortgage-backed securities include Government National Mortgage Association (“GNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal National Mortgage Association (“FNMA”) certificates which are valued under a Level 2 hierarchy using a matrix correlation to benchmark yields, spread analysis, and prepayment speeds.

 Values for loans held for sale utilize active pricing quotes which exist in the secondary market and are therefore deemed a Level 2 hierarchy.

Assets measured at fair value on a nonrecurring basis segregated by fair value hierarchy level at June 30, 2014 are summarized below:

                     
Balance as of
 
   
Fair value hierarchy levels
   
June 30,
 
   
Level 1
   
Level 2
   
Level 3
   
2014
 
   
(in thousands)
       
Impaired loans
  $     $     $ 3,478     $ 3,478  
Real estate acquired through foreclosure
                5,711       5,711  
Mortgage servicing rights
          1,472             1,472  

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Bank has utilized Level 3 inputs to determine fair value at June 30, 2014:

             
Range of
 
             
inputs
 
Description
 
Fair value
estimate
Valuation
technique
Unobservable
Input
 
(weighted average)
 
                 
Impaired loans
  $ 3,478  
 Appraisal of collateral (1)
 Discount rate to reflect current market conditions and ultimate recoverability
   
 
 
5%-15%(14.00%)
 
Real estate acquired through foreclosure
    5,711  
 Appraisal of collateral (1)
 Discount rate to reflect current market conditions and liquidation expenses
   
5%-20%
(16.90%)
 
 
(1
)
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

Assets measured at fair value on a nonrecurring basis segregated by fair value hierarchy level at December 31, 2013 are summarized below:
 
                     
Balance as of
 
   
Fair value hierarchy levels
   
December 31,
 
   
Level 1
   
Level 2
   
Level 3
   
2013
 
   
(in thousands)
       
Impaired loans
  $     $     $ 5,178     $ 5,178  
Real estate acquired through foreclosure
                5,601       5,601  
Mortgage servicing rights
          1,472             1,472  

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Bank has utilized Level 3 inputs to determine fair value at December 31, 2013:

             
Range of
 
             
inputs
 
Description
 
Fair value
estimate
Valuation
technique
Unobservable
Input
 
(weighted average)
 
                 
Impaired loans
  $ 5,178  
 Appraisal of collateral (1)
 Discount rate to reflect current market conditions and ultimate recoverability
   
5%-15%
(6.59%)
 
Real estate acquired through foreclosure
    5,601  
 Appraisal of collateral (1)
 Discount rate to reflect current market conditions and liquidation expenses
   
5%-20%
(17.47%)
 

(1
)
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.

The fair value of impaired loans is generally determined through independent appraisals of the underlying collateral, which generally include Level 3 inputs that are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. Impaired loans are evaluated and valued while the loan is identified as impaired, at the lower of the recorded investment in the loan or fair value. The range and weighted average of liquidation expenses are presented as a percent of the appraised value.

Real estate acquired through foreclosure is initially valued at the lower of the recorded investment in the loan or fair value at foreclosure and subsequently adjusted for further decreases in market value, less costs to sell, if necessary. Fair value is determined by using the value of the real estate acquired through foreclosure based on appraisals prepared by qualified independent licensed appraisers contracted by the Company to perform the assessment and is therefore classified as a Level 3 hierarchy. 

The Company retains a qualified valuation service to calculate the amortized cost and to determine the fair value of the mortgage servicing rights. The valuation service utilizes discounted cash flow analyses adjusted for prepayment speeds, market discount rates and conditions existing in the secondary servicing market. Hence, the fair value of mortgage servicing rights is deemed a Level 2 hierarchy. The amortized cost basis of the Company’s mortgage servicing rights was $1.5 million at June 30, 2014 and December 31, 2013. The fair value of the mortgage servicing rights was $1.5 million at June 30, 2014 and December 31, 2013 and was included in other assets in the consolidated balance sheets.

In addition to financial instruments recorded at fair value in the Company’s financial statements, disclosure of the estimated fair value of all of an entity’s assets and liabilities considered to be financial instruments is also required. For the Bank, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments. 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 Company’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. For fair value disclosure purposes, the Company substantially utilized the established fair value measurement hierarchy.
 
 

Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts. In addition, there may not be reasonable comparability between entities 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 recorded carrying amounts and fair values segregated by fair value hierarchy level at June 30, 2014 and December 31, 2013 are summarized below:

   
At June 30, 2014
 
   
Carrying
   
Fair
   
Fair value hierarchy levels
   
value
   
value
   
Level 1
   
Level 2
   
Level 3
 
Assets
 
(in thousands)
 
Cash and cash equivalents
  $ 48,291     $ 48,291     $ 48,291     $     $  
Investment securities
    73,411       73,411             73,411        
Mortgage-backed securities
    57,615       57,790             57,790        
Loans receivable, net
    610,226       620,094             129       619,965  
                                         
Liabilities
                                       
Deposits with stated maturities
  $ 181,875     $ 183,453     $     $     $ 183,453  
Deposits with no stated maturities
    504,113       504,113       504,113              
Borrowings with stated maturities
    47,120       46,678                   46,678  
 
   
At December 31, 2013
 
   
Carrying
   
Fair
   
Fair value hierarchy levels
   
value
   
value
   
Level 1
   
Level 2
   
Level 3
 
Assets
 
(in thousands)
 
Cash and cash equivalents
  $ 45,310     $ 45,310     $ 45,310     $     $  
Investment securities
    78,732       78,732             78,732        
Mortgage-backed securities
    46,770       46,960             46,960        
Loans receivable, net
    614,517       614,246             349       613,897  
                                         
Liabilities
                                       
Deposits with stated maturities
  $ 190,492     $ 193,258     $     $     $ 193,258  
Deposits with no stated maturities
    493,410       493,410       493,410              
Borrowings with stated maturities
    49,605       48,426                   48,426  

The fair value of cash and cash equivalents equals the carrying amount. The fair value of investment and mortgage-backed securities is described and presented under fair value measurement guidelines as discussed earlier.

The fair value of loans receivable has been estimated using the present value of cash flows, discounted at the approximate current market rates, and giving consideration to estimated prepayment risk but not adjusted for credit risk. Loans receivable also include loans receivable held for sale.
 

The fair value of deposits and borrowings with stated maturities has been estimated using the present value of cash flows, discounted at rates approximating current market rates for similar liabilities. Fair value of deposits and borrowings with floating interest rates is generally presumed to approximate the recorded carrying amounts.

The fair value of deposits with no stated maturities is generally presumed to approximate the carrying amount (the amount payable on demand). The fair value of deposits with floating interest rates is generally presumed to approximate the recorded carrying amounts.

The Bank’s remaining assets and liabilities are not considered financial instruments. No disclosure of the relationship value of the Bank’s depositors or customers is required.

 NOTE 11 — STOCK-BASED COMPENSATION

The Company has stock benefit plans that allow the Company to grant options and restricted stock to employees and directors. The awards, which have a term of up to 10 years when issued, vest over a two to five year period. The exercise price of each award equals the market price of the Company’s stock on the date of the grant. The fair value of each option grant during the six months ended June 30, 2014 and 2013 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

[Missing Graphic Reference]


   
For the six months ended
June 30,
 
Weighted average assumptions
 
2014
   
2013
 
Dividend yield
    1.61 %     0.83 %
Expected volatility
    15.85 %     17.24 %
Risk-free interest rate
    0.56 %     0.67 %
Fair value of options granted during the period
  $ 3.90     $ 3.13  
Expected lives in years
    5       5  
 
 
At June 30, 2014, there was $447,000 of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested awards under the Company’s stock option plan. That cost is expected to be recognized over a weighted average period of 16.6 months. Option activity under the Company’s stock option plan as of June 30, 2014 was as follows:
 
   
At June 30, 2014
 
   
Number of shares
   
Weighted average exercise price per share
   
Weighted average remaining contractual term (in years)
   
Aggregate intrinsic value ($000)
 
Outstanding at January 1, 2014
    254,144     $ 23.71       2.81     $ 1,562  
Options granted
    71,500       30.03              
Options exercised
    (400 )     19.67              
Options forfeited
                       
Options expired
                       
Outstanding at June 30, 2014
    325,244     $ 25.10       2.81     $ 5,750  
Options exercisable at June 30, 2014
    149,494     $ 23.27       2.13     $ 2,916  
 
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the second quarter and the exercise price, multiplied by the number of in-the-money options).

 
 
The aggregate intrinsic value and cash receipts of options exercised are as follows:
 
   
 At June 30,
 
   
2014
   
2013
 
   
(in thousands)
 
Options Exercised
 
 
       
Aggregate intrinsic value of options exercised
  $ 4     $ 3  
Cash receipts from options exercised
    8       13  
 
The Company issues stock of the Company as payment for director fees as permitted by the 2011 Director Stock Compensation Plan. The cost associated with these grants is included as a component of stock-based compensation. The following tables provide information regarding the Company’s stock-based compensation expense:
 
   
For the three months ended
June 30,
 
   
2014
   
2013
 
   
(in thousands)
 
Stock-based compensation expense
           
Director fees
  $ 28     $ 36  
Stock option expense
    95       84  
Employee Stock Ownership Plan ("ESOP") expense
    95       82  
Total stock-based compensation expense
  $ 218     $ 202  
 
The Bank reports ESOP expense in an amount equal to the fair value of shares released from the ESOP to employees less dividends received on the allocated shares in the plan used for debt service. Dividends on allocated shares used to reduce ESOP expense totaled $17,000 and $9,000 for the three months ended June 30, 2014 and 2013, respectively. Stock-based compensation expense related to stock options resulted in a tax benefit of $31,000 and $26,000 for the three months ended June 30, 2014 and 2013, respectively.
 
   
For the six months ended
June 30,
 
   
2014
   
2013
 
   
(in thousands)
 
Stock-based compensation expense
           
Director fees
  $ 56     $ 70  
Stock option expense
    184       143  
Employee Stock Ownership Plan ("ESOP") expense
    176       163  
Total stock-based compensation expense
  $ 416     $ 376  
 
The Bank reports ESOP expense in an amount equal to the fair value of shares released from the ESOP to employees less dividends received on the allocated shares in the plan used for debt service. Dividends on allocated shares used to reduce ESOP expense totaled $34,000 and $17,000 for the six months ended June 30, 2014 and 2013, respectively. Stock-based compensation expense related to stock options resulted in a tax benefit of $55,000 and $44,000 for the six months ended June 30, 2014 and 2013, respectively.

 

NOTE 12 — EMPLOYEE BENEFIT PLANS

Net periodic defined benefit pension cost included the following:
 
   
For the three months ended
June 30,
 
   
2014
   
2013
 
   
(in thousands)
 
Components of net periodic benefit cost
           
     Service cost
  $ 205     $ 206  
     Interest cost
    128       89  
     Expected return on plan assets
    (209 )     (182 )
     Recognized net actuarial loss
    61       66  
Net periodic benefit cost
  $ 185     $ 179  
 
   
For the six months ended
June 30,
 
      2014     2013  
   
(in thousands)
 
Components of net periodic benefit cost
               
     Service cost
  $ 410     $ 411  
     Interest cost
    256       177  
     Expected return on plan assets
    (418 )     (363 )
     Amortization of prior service cost
    2       1  
     Recognized net actuarial loss
    121       131  
Net periodic benefit cost
  $ 371     $ 357  
 
There were no employer contributions for the six months ended June 30, 2014.
 
In February 2014, the 3rd Fed Defined Benefit Plan (‘the Plan”) was amended to modify the benefit calculation under the Plan by increasing the career average benefit multiplier from 1.5% to 2.0% for all current and future active participants effective as of January 1, 2014. The net periodic benefit cost disclosed above reflects the effects of this amendment. Furthermore, the impact on the funded status of the plan by the amendment is measured and disclosed in year-end financial statements by an adjustment to accumulated other comprehensive income (“AOCI”). Refer to Note 14-Subsequent Events which provides additional information regarding the status of the Plan.

NOTE 13 — PENDING MERGER

On June 3, 2014, National Penn Bancshares, Inc. (“National Penn”), the parent company of National Penn Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company pursuant to which the Company will merge with and into National Penn (the “Merger”). As part of the transaction, the Bank will also merge with and into National Penn Bank.
  
Pursuant to the terms of the Merger Agreement, upon completion of the Merger, each outstanding share of the Company‘s common stock will be converted into the right to receive $42.00 per share or 4.22 shares of the National Penn’s common stock, at the election of the Company’s shareholders, subject to proration. The aggregate cash consideration to be paid pursuant to the Merger Agreement must not exceed 40% of the total merger consideration and the aggregate stock consideration must not exceed 60% of the total merger consideration. Cash will be paid in lieu of fractional shares.

Subject to the satisfaction or waiver of all the conditions precedent to the Merger including receipt of approval from the Company’s shareholders and all required regulatory approvals, the Merger is expected to close during the fourth quarter of 2014. If the Merger is not consummated under certain circumstances generally involving a third party proposal, the Company has agreed to pay National Penn a termination fee of $4.0 million.
 
 
 
34

 
 

NOTE 14 — SUBSEQUENT EVENTS

Subsequent to June 30, 2014 and pursuant to the requirements contained in the Merger Agreement referred to in Note 13, the Company’s board of directors adopted resolutions which provided to freeze the status of the Plan effective October 15, 2014 (“the freeze date”). Accordingly, no additional participants will enter the Plan after October 15, 2014; no additional years of credited service for benefit accrual purposes will be earned after the freeze date under the Plan; and compensation earned by participants after the freeze date will not be taken into account under the Plan.

A curtailment charge of $2.1 million is estimated to increase the net periodic benefit cost by an increase to AOCI which will serve to eliminate prior service costs and certain losses recognized in AOCI. In addition, for purposes of determining the projected benefit obligation, AOCI is estimated to increase by a pre-tax adjustment of $1.1 million related to the reduction of the projected benefit obligation. The Company will recognize the appropriate effects of the curtailment charge and the reduced benefit obligations in accumulated other comprehensive income net of tax during the third quarter of 2014.



TF FINANCIAL CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

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 Quarterly Report on Form 10-Q and the exhibits hereto), 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 impact of complying with the terms of the Merger Agreement during the pendency of the Merger; 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 rate, 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 willingness of users to substitute competitors’ products and services for the Company’s products and services; the success of the Company in gaining regulatory approval of its products and services, when required; 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.

Financial Condition

The Company’s total assets at June 30, 2014 and December 31, 2013 were $839.6 million and $835.7 million, respectively, representing an increase of $3.9 million during the six-month period. Investment securities increased by $5.5 million due to security purchases of $20.0 million and an increase in the fair value of available for sale securities of $2.3 million, which were offset by principal repayments, maturities and sales totaling $16.4 million and net premium amortization of $344,000. Loans receivable, net decreased by $4.1 million during the first six months of 2014. Principal repayments of $36.8 million on loans were partially offset by originations of consumer and single-family residential mortgage loans totaling $13.2 million and originations of commercial loans totaling $20.3 million. The Company increased the allowance for loan losses by $100,000 and also transferred $562,000 from loans to real estate acquired through foreclosure. Loans receivable held for sale decreased to $129,000 at June 30, 2014 as originations of loans for sale in the secondary market totaled $10.6 million during the first six months of 2014 and proceeds from loan sales totaled $10.9 million during this period.

Total liabilities increased by $577,000 during the first six months of 2014. Deposit balances increased $2.1 million during the period with interest-bearing checking and money market increasing by $14.6 million. Noninterest-bearing checking and savings accounts decreased by $3.9 million and retail certificates of deposit (“CDs”) decreased $8.6 million during the first six months of 2014.  Advances from the FHLB decreased by $2.5 million, the result of scheduled amortization and maturities.

Total consolidated stockholders’ equity of the Company was $98.2 million or 11.7% of total assets at June 30, 2014.

 
 
Asset Quality

Nonperforming assets include real estate owned, which is carried at estimated fair value less costs to sell and nonperforming loans. Nonperforming loans include loan balances 90 days or more past due and impaired loans for which the accrual of interest has been discontinued. The following table sets forth information regarding the Company’s nonperforming assets:

   
At
 
Nonperforming Assets
 
June 30,
2013
   
December 31, 2013
   
June 30,
2013
 
   
(Dollars in thousands)
 
Loans receivable, net:
                 
Residential
                 
Residential mortgages
  $ 1,156     $ 2,994     $ 1,931  
Commercial
                       
Real estate-commercial
    1,769       774       552  
Real estate-residential
    690       896       392  
Real estate-multi-family
    191       191        
Construction loans
    233       3,177       2,944  
Commercial and industrial loans
                9  
Consumer
                       
Home equity and second mortgage
    125       300       143  
Other consumer
                2  
Total nonperforming loans
    4,164       8,332       5,973  
Real estate owned
    5,711       5,601       6,177  
Total nonperforming assets
  $ 9,875     $ 13,933     $ 12,150  
Total loans 90 days or more past due as to interest or
     principal and accruing interest
  $     $     $  
Ratio of nonperforming loans to gross loans
    0.68 %     1.34 %     1.30 %
Ratio of nonperforming loans to total assets
    0.50 %     1.00 %     0.84 %
Ratio of total nonperforming assets to total assets
    1.18 %     1.67 %     1.70 %

Foreclosed property at June 30, 2014 consisted of four parcels of real estate with a combined carrying value of $5.7 million. During the first half of 2014, the Bank foreclosed on four mortgage loans secured by seven residential properties having estimated fair value of $562,000. Also, the Bank sold seven properties acquired through foreclosure with a carrying value of $452,000. All foreclosed properties are listed or are in the process of being listed with real estate agents for sale in a timely manner. Foreclosed real estate is included in other assets in the Consolidated Balance Sheets.

Allowance for Loan Losses

The Bank provides valuation allowances for estimated losses from uncollectible loans. The allowance is increased by provisions charged to expense and reduced by net charge-offs. On a quarterly basis, the Company prepares an allowance for loan losses (ALLL) analysis. In the analysis, the loan portfolio is segmented into groups of homogeneous loans that share similar risk characteristics: commercial loans secured by nonresidential or non-owner occupied residential real estate, construction, commercial and industrial loans, single-family residential loans and consumer loans which are predominately real estate secured by junior liens and home equity lines of credit. Each segment is assigned reserve factors based on quantitative and qualitative measurements. In addition, the Bank reviews its internally-classified loans, its loans classified for regulatory purposes, delinquent loans, and other relevant information in order to isolate loans for further scrutiny as potentially impaired loans.

Quantitative factors include an actual expected loss factor based on historical loss experience over a relevant look-back period. Quantitative factors also include the Bank’s actual risk ratings for the commercial loan segments as determined in accordance with loan review and loan grading policies and procedures, and additional factors as determined by management to be representative of additional risk due to the loan’s geographic location, type, and other attributes. These quantitative factors are adjusted if necessary, up or down, based on actual experience and an evaluation of the qualitative factors.

Qualitative factors are based upon: (1) changes in lending policies and procedures, including but not limited to changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; (2) changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments; (3) changes in the nature and volume of the portfolio and in the terms of loans; (4) changes in the experience, ability, and depth of lending management and other relevant staff; (5) changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely
 
 
37

 
 
classified or graded loans; (6) changes in the quality of the loan review system; (7) changes in the value of underlying collateral for collateral dependent loans; (8) the existence and effect of any concentration of credit, and changes in the level of such concentrations; and (9) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing loan portfolio.
 
Potentially impaired loans selected for individual evaluation are reviewed in accordance with US GAAP which governs the accounting for impaired assets, as well as regulatory guidance regarding treatment of troubled, collateral-dependent loans. Each potentially impaired loan is evaluated using all available information such as recent appraisals, whether the loan is currently on accrual or nonaccrual status, discounted cash flow analyses, guarantor financial strength, the value of additional collateral, and the loan’s and borrower’s past performance to determine whether in management’s best judgment it is probable that the Bank will be unable to collect all contractual interest and principal in accordance with the loan’s terms. Loans deemed not to be impaired are assigned a reserve factor based upon the segment from which they were selected.

Loans deemed impaired are evaluated to determine the estimated fair value of the collateral, and a portion of the ALLL will be allocated to the deficiency. Troubled collateral-dependent real estate secured loans are valued using the appraised value of the collateral, and a portion of the ALLL will be allocated to these loans based on the difference between the loan amount and the appraised value. If such amounts are judged by management to be permanent, they will be charged-off. In addition, if foreclosure is
probable, a portion of the ALLL will be allocated to the estimated additional costs to acquire and the estimated costs to sell. Upon completion of the foreclosure process, these amounts will be charged-off.

The ALLL needed as a result of the foregoing evaluation is compared with the unadjusted amount, and an adjustment is made by means of a provision to the allowance for loan losses. Recognizing the inherently imprecise nature of the loss estimates and the large number of assumptions needed in order to perform the analysis, the required reserve may be less than the actual level of reserves at the end of any evaluation period, and thus there may be an unallocated portion of the ALLL. Management adjusts the unallocated portion to an amount which management considers reasonable under the circumstances.



 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2014 AND 2012

Net Income. The Company recorded net income of $585,000, or $0.19 per diluted share, for the three months ended June 30, 2014 as compared to net income of $1.8 million, or $0.66 per diluted share, for the three months ended June 30, 2013.

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. Yields and costs are computed by dividing income or expense by the average daily balance of interest-earning assets or interest-bearing liabilities, respectively, for the three-month periods indicated.
   
Three Months Ended June 30,
 
   
2014
   
2013
 
   
Average
balance
   
Interest
   
Average
yld/cost
   
Average
 balance
   
Interest
   
Average
yld/cost
 
ASSETS
                                   
Interest-earning assets:
                                   
Loans receivable(1)
  $ 610,880     $ 6,636       4.36 %   $ 524,728     $ 5,963       4.56 %
Mortgage-backed securities
    56,004       348       2.49 %     37,523       246       2.63 %
Investment securities(2)
    77,745       798       4.12 %     68,211       713       4.19 %
Other interest-earning assets(3)
    45,432       4       0.04 %     39,111       14       1.14 %
Total interest-earning assets
    790,061       7,786       3.95 %     669,573       6,936       4.15 %
Noninterest-earning assets
    50,412                       45,938                  
Total assets
  $ 840,473                     $ 715,511                  
LIABILITIES AND
 STOCKHOLDERS’ EQUITY
                                         
Interest-bearing liabilities:
                                               
Deposits
  $ 687,805     $ 774       0.45 %   $ 570,271     $ 712       0.50 %
Borrowings from the FHLB
    47,627       187       1.57 %     53,303       226       1.70 %
Total interest-bearing liabilities
    735,432       961       0.52 %     623,574       938       0.60 %
Noninterest-bearing liabilities
    7,149                       7,508                  
Total liabilities
    742,581                       631,082                  
Stockholders’ equity
    97,892                       84,429                  
Total liabilities and stockholders’ equity
  $ 840,473                     $ 715,511                  
Net interest income-tax equivalent basis
            6,825                       5,998          
Interest rate spread(4)-tax equivalent basis
                    3.43 %                     3.55 %
Net yield on interest-earning assets(5)-tax
 equivalent basis
              3.46 %                     3.59 %
Ratio of average interest-earning assets to
 average interest-bearing liabilities
              107.46 %                     106.33 %
Less: tax-equivalent interest adjustments
            (186 )                     (192 )        
Net interest income
          $ 6,639                     $ 5,806          
Interest rate spread(4)
                    3.33 %                     3.44 %
Net yield on interest-earning assets(5)
                    3.37 %                     3.48 %
 
 
  
(1
)
Nonperforming loans have been included in the appropriate average loan balance category, but interest on nonperforming loans has not been included for purposes of determining interest income.
 
(2
)
Tax equivalent adjustments to interest on investment securities were $186,000 and $192,000 for the quarters ended June 30, 2014 and 2013, respectively. Tax equivalent interest income is based upon a marginal effective tax rate of 34%.
 
(3
)
Includes interest-bearing deposits in other banks.
 
(4
)
Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
 
(5
)
Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets.
 
 
 
 
Rate/Volume Analysis

The following table presents, for the periods indicated, the change in interest income and interest expense (dollars 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.

   
For the three months ended June 30,
 
   
2014 vs 2013
Increase (decrease) due to
 
   
Volume
   
Rate
   
Net
 
Interest income:
                 
Loans receivable, net
  $ 2,193     $ (1,520 )   $ 673  
Mortgage-backed securities
    185       (83 )     102  
Investment securities (1)
    167       (82 )     85  
Other interest-earning assets
    13       (23 )     (10 )
Total interest-earning assets
    2,558       (1,708 )     850  
Interest expense:
                       
Deposits
    422       (360 )     62  
Borrowings from the FHLB
    (23 )     (16 )     (39 )
                         
Total interest-bearing liabilities
    399       (376 )     23  
Net change in net interest income
  $ 2,159     $ (1,332 )   $ 827  
                         
 
(1
)
 
Tax equivalent adjustments to interest on investment securities were $186,000 and $192,000 for the quarters ended June 30, 2014 and 2013, respectively. Tax equivalent interest income is based upon a marginal effective tax rate of 34%.

Total Interest Income Total interest income, on a taxable equivalent basis, increased by $850,000, or 12.3%, to $7.8 million for the quarter ended June 30, 2014 compared with the second quarter of 2013. Interest income from loans receivable increased by $673,000, the result of an $86.2 million increase in the average balance of loans outstanding offset by the effect of a decrease in the average yield on loans of 20 basis points. The merger with Roebling resulted in the increase in the average balance of loans outstanding whereas the decrease in the yield was caused by the combined effects of a large number of higher rate loans being prepaid, and new loans added to the portfolio with lower yields than the existing portfolio loans that had been repaid. Interest income from investment and mortgage-backed securities was higher in the quarter ended June 30, 2014 in comparison to the same period of 2013 mainly because of the securities acquired from Roebling. Offsetting the increase in the average balance was the effect of lower yields on the agency securities acquired from Roebling.

Total Interest Expense. Total interest expense increased by $23,000 to $961,000 during the three-month period ended June 30, 2014 as compared with the same period in 2013. Interest expense on deposits increased $62,000 as a result of a $117.5 million increase in the average balance of deposits partially offset by a decrease in the average interest rate paid on the Bank’s deposits of 5 basis points. The average outstanding balance of deposits increased $117.5 million during the second quarter of 2014 as compared to the same period in 2013 mainly as a result of the Roebling acquisition while the decrease in the average rate paid was due to the maturity of certificates of deposit with higher interest rates than current market rates offered on the products into which the maturing CDs were renewed or reinvested, and a favorable change in the deposit mix and pricing. Interest expense associated with borrowings from the FHLB decreased $39,000 in the second quarter of 2014 compared to the same quarter of 2013. The Bank decreased its average outstanding borrowings by $5.7 million which resulted in a decrease in the cost of borrowed funds of 13 basis points.

Noninterest Income. Total noninterest income was $803,000 for the second quarter of 2014 compared with $1.9 million for the same period in 2013. The decrease was mainly the result of income from the benefits paid on the bank owned life insurance policies totaling $934,000 during the second quarter of 2013 due to the death of two insured individuals. Service fees, charges and other operating income include income from fair value adjustments to mortgage servicing rights that was $202,000 higher in 2013 as compared to the same period in 2014. Additionally, gain on sale of loans in the secondary market decreased by $125,000 when comparing the second quarter of 2014 and the same period in 2013 due to a decrease in residential loan activity throughout the Company’s markets. Offsetting this decrease was the gain on security sales totaling $16,000 while there were no such sales in 2013.

 
Noninterest Expense. Total noninterest expense increased by $1.1 million to $6.3 million for the three months ended June 30, 2014 compared to the same period in 2013. Merger-related costs attributable to the announced acquisition of the Company by National Penn totaled $1.1 million during the second quarter of 2014 while merger-related costs attributable to the Company’s acquisition of Roebling totaled $295,000 during the second quarter of 2013.  Employee compensation increased by $364,000 in the second quarter of 2014, mainly the result of employee costs associated with staffing the five additional branches acquired from Roebling. In addition, the hiring of additional commercial lenders during the three months ended June 30, 2014 contributed to the increase. Occupancy costs increased $120,000 in 2014, largely the result of operating and maintaining the five additional branch offices acquired from Roebling. Foreclosed real estate expense decreased $200,000 in second quarter of 2014 mainly due to a decrease in the holding costs of real estate acquired through foreclosure, resulting from the disposition of such properties during the intervening period.
 
Income Tax Expense. The Company’s effective tax rate was 46.1% for the quarter ended June 30, 2014 compared to 19.0% for the quarter ended June 30, 2013. These effective tax rates differ from the Company’s marginal tax rate of 34% largely due to tax-exempt income associated with the Company’s investments in tax-exempt municipal bonds and bank owned life insurance, and the treatment of certain merger-related costs as non-deductible.
.



RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2012

Net Income. The Company recorded net income of $2.0 million, or $0.63 per diluted share, for the six months ended June 30, 2014 as compared to net income of $3.0 million, or $1.10 per diluted share, for the six months ended June 30, 2013.

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. Yields and costs are computed by dividing income or expense by the average daily balance of interest-earning assets or interest-bearing liabilities, respectively, for the six-month periods indicated.
 
   
Six Months Ended June 30,
 
   
2014
   
2013
 
   
Average
balance
   
Interest
   
Average
yld/cost
   
Average
 balance
   
Interest
   
Average
yld/cost
 
ASSETS
                                   
Interest-earning assets:
                                   
Loans receivable(1)
  $ 610,736     $ 13,313       4.40 %   $ 525,000     $ 12,029       4.62 %
Mortgage-backed securities
    52,116       657       2.54 %     39,744       519       2.63 %
Investment securities(2)
    78,897       1,599       4.09 %     66,680       1,421       4.30 %
Other interest-earning assets(3)
    46,045       7       0.03 %     34,022       18       0.11 %
Total interest-earning assets
    787,794       15,576       3.99 %     665,446       13,987       4.24 %
Noninterest-earning assets
    50,437                       46,252                  
Total assets
  $ 838,231                     $ 711,698                  
LIABILITIES AND
 STOCKHOLDERS’ EQUITY
                                         
Interest-bearing liabilities:
                                               
Deposits
  $ 686,361     $ 1,540       0.45 %   $ 565,536     $ 1,443       0.51 %
Borrowings from the FHLB
    48,246       380       1.59 %     54,701       474       1.75 %
Total interest-bearing liabilities
    734,607       1,920       0.53 %     620,237       1,917       0.62 %
Noninterest-bearing liabilities
    6,734                       7,363                  
Total liabilities
    741,341                       627,600                  
Stockholders’ equity
    96,890                       84,098                  
Total liabilities and stockholders’ equity
  $ 838,231                     $ 711,698                  
Net interest income—tax equivalent basis
            13,656                       12,070          
Interest rate spread(4)—tax equivalent basis
                    3.46 %                     3.62 %
Net yield on interest-earning assets(5)—tax
 equivalent basis
              3.50 %                     3.66 %
Ratio of average interest-earning assets to
 average interest-bearing liabilities
              107.25 %                     107.29 %
Less: tax-equivalent interest adjustments
            (377 )                     (386 )        
Net interest income
          $ 13,279                     $ 11,684          
Interest rate spread(4)
                    3.36 %                     3.50 %
Net yield on interest-earning assets(5)
                    3.40 %                     3.54 %
 
  
(1
)
Nonperforming loans have been included in the appropriate average loan balance category, but interest on nonperforming loans has not been included for purposes of determining interest income.
 
(2
)
Tax equivalent adjustments to interest on investment securities were $377,000 and $386,000 for the six months ended June 30, 2014 and 2013, respectively. Tax equivalent interest income is based upon a marginal effective tax rate of 34%.
 
(3
)
Includes interest-bearing deposits in other banks.
 
(4
)
Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
 
(5
)
Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets.

 
Rate/Volume Analysis

The following table presents, for the periods indicated, the change in interest income and interest expense (dollars 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.

   
For the six months ended June 30,
 
   
2014 vs 2013
Increase (decrease) due to
 
   
Volume
   
Rate
   
Net
 
Interest income:
                 
Loans receivable, net
  $ 2,807     $ (1,523 )   $ 1,284  
Mortgage-backed securities
    189       (51 )     138  
Investment securities (1)
    362       (184 )     178  
Other interest-earning assets
    14       (25 )     (11 )
Total interest-earning assets
    3,372       (1,783 )     1,589  
Interest expense:
                       
Deposits
    510       (413 )     97  
Borrowings from the FHLB
    (53 )     (41 )     (94 )
                         
Total interest-bearing liabilities
    457       (454 )     3  
Net change in net interest income
  $ 2,915     $ (1,329 )   $ 1,586  
                         
 
(1
)
 
Tax equivalent adjustments to interest on investment securities were $377,000 and $386,000 for the six months ended June 30, 2014 and 2013, respectively. Tax equivalent interest income is based upon a marginal effective tax rate of 34%.

Total Interest Income. Total interest income, on a taxable equivalent basis, increased by $1.6 million, or 11.4%, to $15.6 million for the six months ended June 30, 2014 compared with the same period of 2013. Interest income from loans receivable increased by $1.3 million, the result of an $85.7 million increase in the average balance of loans outstanding offset by the effect of a decrease in the average yield on loans of 22 basis points. The merger with Roebling resulted in the increase in the average balance of loans outstanding whereas the decrease in the yield was caused by the combined effects of a large number of higher rate loans being prepaid, and new loans added to the portfolio with lower yields than the existing portfolio loans that had been repaid. Interest income from investment and mortgage-backed securities was higher for the six months ended June 30, 2014 in comparison to the same period of 2013 mainly because of the securities acquired from Roebling. Offsetting the increase in the average balance was the effect of lower yields on the agency securities acquired from Roebling.

Total Interest Expense. Total interest expense increased by $3,000 to $1.9 million during the six-month period ended June 30, 2014 as compared with the same period in 2013. Interest expense on deposits increased $97,000 as the average outstanding balance of deposits increased $120.8 million during the first six months of 2014 as compared to the same period in 2013 mainly as a result of the Roebling acquisition. The average interest rate paid on the Bank’s deposits was 6 basis points lower in the first six months of 2014 as compared to the corresponding period in 2013 due to the maturity of certificates of deposit with higher interest rates than current market rates offered on the products into which the maturing CDs were renewed or reinvested, and a favorable change in the deposit mix and pricing. Interest expense associated with borrowings from the FHLB decreased $94,000 in the first half of 2014 compared to the same period of 2013. The Bank decreased its average outstanding borrowings by $6.5 million which resulted in a decrease in the cost of borrowed funds of 16 basis points.

Noninterest Income. Total noninterest income was $1.5 million for the first six months of 2014 compared with $3.3 million for the same period in 2013. The decrease was mainly the result of income from the benefits paid on the bank owned life insurance policies totaling $934,000 during the second quarter of 2013 due to the death of two insured individuals. In addition, gain related to an eminent domain matter affecting a parcel of Company property totaled $417,000 in 2013, whereas there was no such gain in 2014. Gain on sale of loans in the secondary market decreased by $356,000 when comparing the first six months of 2014 and the same period in 2013 due to a decrease in residential loan activity throughout the Company’s markets. Additionally, fair value adjustments to mortgage servicing rights were $229,000 higher in the first half of 2013 as compared to the same period in 2014. Offsetting this decrease was the gain on security sales totaling $17,000 during the six months ended June 30, 2014 while there were no such sales in the first half of 2013.
 

 
 
Noninterest Expense. Total noninterest expense increased by $1.6 million to $11.7 million for the six months ended June 30, 2014 compared to the same period in 2013. Employee compensation increased by $930,000 in the first six months of 2014, mainly the result of employee costs associated with staffing the five additional branches acquired from Roebling. In addition, the hiring of additional commercial lenders during 2014 contributed to the increase. Occupancy costs increased $330,000 in 2014, largely the result of operating and maintaining the five additional branch offices acquired from Roebling. Additionally, there was an increase of $85,000 in costs incurred related to snow removal during the first half of 2014 over the same period in 2013. Merger-related costs attributable to the announced acquisition of the Company by National Penn Bank totaled $1.1 million during the six months ended June 30, 2014 while merger-related costs attributable to the Company’s acquisition of Roebling totaled $615,000 during the same period of 2013. Foreclosed real estate expense decreased $411,000 in six months ended June 30, 2014 mainly due to a decrease in the holding costs of real estate acquired through foreclosure, resulting from the disposition of such properties during the intervening period.

Income Tax Expense. The Company’s effective tax rate was 33.5% for the six months ended June 30, 2014 compared to 24.9% for the six months ended June 30, 2013. These effective tax rates are lower than the Company’s marginal tax rate of 34% largely due to the tax-exempt income associated with the Company’s investments in tax-exempt municipal bonds and bank owned life insurance offset by certain merger-related costs treated as non-deductible.
.

LIQUIDITY AND CAPITAL RESOURCES
 
Liquidity

The Bank’s liquidity is a measure of its ability to fund loans, and pay withdrawals of deposits, and other cash outflows in an efficient, cost-effective manner. The Bank’s short-term sources of liquidity include maturities, repayment and sales of assets, excess cash and cash equivalents, new deposits, brokered deposits, other borrowings, and new borrowings from the Federal Home Loan Bank and the Federal Reserve Bank. There has been no material adverse change during the six-month period ended June 30, 2014 in the ability of the Bank and its subsidiaries to fund their operations.

At June 30, 2014, the Bank had commitments outstanding under letters of credit of $1.6 million, commitments to originate loans of $32.9 million, and commitments to fund undisbursed balances of closed loans and unused lines of credit of $68.0 million. At June 30, 2014, the Bank had $2.9 million in outstanding commitments to sell loans. There has been no material change during the six months ended June 30, 2014 in any of the Bank’s other contractual obligations or commitments to make future payments.

The Company’s primary sources of liquidity are dividends from the Bank, principal and interest payments received from a loan made to the Bank’s ESOP, and tax benefits arising from the use of the Company’s tax deductions by other members of its consolidated group pursuant to a tax sharing agreement. The Company is dependent upon these sources and cash on hand which totaled approximately $2.3 million at June 30, 2014 in order to fund its operations and pay the dividend to its shareholders. There has been no material adverse change in the ability of the Company to fund its operations during the six-month period ended June 30, 2014.

Capital Requirements

The Bank was in compliance with all of its capital requirements as of June 30, 2014.

CRITICAL ACCOUNTING POLICIES

Certain critical accounting policies of the Company require the use of significant judgment and accounting estimates in the preparation of the consolidated financial statements and related data of the Company. These accounting estimates require management to make assumptions about matters that are highly uncertain at the time the accounting estimate is made. Management believes that the most critical accounting policy requiring the use of accounting estimates and judgment is the determination of the allowance for loan losses. If the financial position of a significant number of debtors or the value of the collateral securing the loans should deteriorate more than the Company has estimated, the present allowance for loan losses may be insufficient and additional provisions for loan losses may be required. The allowance for loan losses was approximately $4.1 million at June 30, 2014.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files and submits pursuant to the rules and forms of the SEC is accumulated and communicated to the Company’s management including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

During the quarter under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.



TF FINANCIAL CORPORATION AND SUBSIDIARIES

PART II-OTHER INFORMATION

ITEM 1.
 
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 that 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.
     
 
RISK FACTORS
     
   
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.
     
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
     
   
None.
     
 
DEFAULTS UPON SENIOR SECURITIES
     
   
Not applicable.
     
 
MINE SAFETY DISCLOSURES
 
Not applicable
     
 
OTHER INFORMATION
     
   
None.
     
 
EXHIBITS
     
   
(a)  
Exhibits
     
31.1 
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
     
101.INS
XBRL Instance Document
     
101.SCH 
XBRL Taxonomy Extension Schema Document
     
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document   
     
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
     
 101.DEF
XBRL Taxonomy Definition Linkbase Document
 




TF FINANCIAL CORPORATION

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.

Date:
August 14, 2014
 
/s/ Kent C. Lufkin
     
Kent C. Lufkin
     
President and CEO
     
(Principal Executive Officer)
       
       
Date:
August 14, 2014
 
/s/ Dennis R. Stewart
     
Dennis R. Stewart
     
Executive Vice President and Chief Financial Officer
     
(Principal Financial & Accounting Officer)
 
47