UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
 | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
|
OR
|
 | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from __________ to __________
|
Commission file number 0-18261
COMMUNITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)VIRGINIA (State of other jurisdiction of incorporation or organization) | 54-1532044 (I.R.S. Employer Identification No.) |
38 North Central Ave., Staunton, Va. 24401
(Address of principal executive offices zip code)(540) 886-0796
(Registrant's telephone number, including area code)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
No 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes
No 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No 
Number of shares of Common Stock, par value $.01 per share, outstanding at the close of business on November 4, 2005: 2,097,606.
NEXT PAGECOMMUNITY FINANCIAL CORPORATION
INDEX
PART I. | FINANCIAL INFORMATION
| |
Item 1. | Consolidated Financial Statements
| |
| Consolidated Statements of Financial Condition at September 30, 2005 (unaudited) and March 31, 2005
| 3 |
| Consolidated Statements of Income for the Three and Six Months Ended September 30, 2005 and 2004 (unaudited)
| 4 |
| Consolidated Statements of Cash Flows for the Three and Six Months Ended September 30, 2005 and 2004(Unaudited)
| 5 |
| Notes to Unaudited Interim Consolidated Financial Statements
| 6 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations
| 10 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk
| 17 |
Item 4. | Controls and Procedures
| 17 |
PART II. | OTHER INFORMATION
| 18 |
Exhibit Index | 18 |
2NEXT PAGEPart I. Financial Information
Item 1. Financial Statements
COMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
| September 30 2005
| March 31 2005
|
| (Unaudited) | |
ASSETS | | |
Cash (including interest-bearing deposits of approximately $1,076,000 and $1,555,000) | $ 7,177,292 | $ 2,345,769 |
Securities | | |
Held to maturity | 25,535,575 | 26,630,865 |
Available for sale | 13,167,439 | 13,496,728 |
Restricted investment in Federal Home Loan Bank stock, at cost | 3,913,700 | 4,228,700 |
Loans receivable, net of allowance for loan losses of $3,022,542 and $3,021,493 | 342,150,627 | 336,808,373 |
Real estate owned | 126,348 | 138,114 |
Property and equipment, net | 7,978,644 | 7,845,945 |
Accrued interest receivable | | |
Loans | 1,357,876 | 1,262,333 |
Investments | 686,893 | 598,649 |
Prepaid expenses and other assets | 5,773,827 | 6,248,506 |
|
|
|
Total Assets | $407,868,221 | $399,603,982 |
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
| | |
Liabilities | | |
Deposits | $287,193,954 | $275,430,388 |
Advances from Federal Home Loan Bank | 70,000,000 | 76,000,000 |
Securities sold under agreement to repurchase | 16,493,619 | 15,650,497 |
Advance payments by borrowers for taxes and insurance | 105,159 | 167,437 |
Other liabilities | 1,049,063 | 1,030,576 |
|
|
|
Total Liabilities | 374,841,795 | 368,278,898 |
|
|
|
Stockholders' Equity | | |
Preferred stock $.01 par value, authorized 3,000,000 shares, none outstanding | --- | --- |
Common stock, $.01 par value, authorized 10,000,000 shares, 2,096,856 and 2,085,106 shares outstanding | 20,969 | 20,851 |
Additional paid in capital | 4,453,445 | 4,292,815 |
Retained earnings | 27,692,234 | 25,948,758 |
Accumulated other comprehensive income | 859,778 | 1,062,660 |
|
|
|
Total Stockholders' Equity | 33,026,426 | 31,325,084 |
|
|
|
Total Liabilities and Stockholders' Equity | $407,868,221 | $399,603,982 |
|
|
|
See accompanying notes to unaudited interim consolidated financial statements.
3NEXT PAGECOMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
| Three Months Ended September 30
| Six Months Ended September 30
|
| 2005
| 2004
| 2005
| 2004
|
| (Unaudited) | (Unaudited) |
INTEREST INCOME | | | | |
Loans | $5,422,351 | $4,387,076 | $10,714,654 | $8,493,765 |
Investment securities | 260,704 | 299,516 | 530,153 | 545,563 |
Other | 237,305 | 235,665 | 486,153 | 449,962 |
|
|
|
|
|
Total interest income | 5,920,360 | 4,922,257 | 11,730,960 | 9,489,290 |
|
|
|
|
|
INTEREST EXPENSE | | | | |
Deposits | 1,680,565 | 1,164,778 | 3,154,527 | 2,362,210 |
Borrowed money | 780,094 | 282,177 | 1,513,138 | 433,899 |
|
|
|
|
|
Total interest expense | 2,460,659 | 1,446,955 | 4,667,665 | 2,796,109 |
|
|
|
|
|
NET INTEREST INCOME | 3,459,701 | 3,475,302 | 7,063,295 | 6,693,181 |
PROVISION (CREDIT) FOR LOAN LOSSES | (1,406) | 126,625 | 123,750 | 290,740 |
|
|
|
|
|
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | 3,461,107 | 3,348,677 | 6,939,545 | 6,402,441 |
|
|
|
|
|
NONINTEREST INCOME | | | | |
Service charges, fees and commissions | 649,239 | 585,054 | 1,298,233 | 1,132,188 |
Other | 96,757 | 88,743 | 241,894 | 218,817 |
|
|
|
|
|
Total noninterest income | 745,996 | 673,797 | 1,540,127 | 1,351,005 |
|
|
|
|
|
NONINTEREST EXPENSE | | | | |
Compensation & benefits | 1,535,481 | 1,401,245 | 3,097,801 | 2,779,702 |
Occupancy | 347,050 | 297,650 | 672,851 | 603,915 |
Data processing | 286,982 | 341,709 | 567,068 | 659,324 |
Federal insurance premium | 9,063 | 9,541 | 18,518 | 19,379 |
Advertising | 97,673 | 90,803 | 187,124 | 168,808 |
Other | 361,865 | 351,690 | 690,064 | 682,003 |
|
|
|
|
|
Total noninterest expense | 2,638,114 | 2,492,638 | 5,233,426 | 4,913,131 |
|
|
|
|
|
INCOME BEFORE TAXES | 1,568,989 | 1,529,836 | 3,246,246 | 2,840,315 |
INCOME TAXES | 484,539 | 499,063 | 1,042,551 | 917,618 |
|
|
|
|
|
NET INCOME | $1,084,450 | $1,030,773 | $2,203,695 | $1,922,697 |
|
|
|
|
|
BASIC EARNINGS PER SHARE | $ 0.51 | $ 0.49 | $ 1.05 | $ 0.92 |
DILUTED EARNINGS PER SHARE | $ 0.50 | $ 0.48 | $ 1.01 | $ 0.89 |
DIVIDENDS PER SHARE | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.20 |
See accompanying notes to unaudited interim consolidated financial statements.
4NEXT PAGECOMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended September 30
|
| 2005 | | 2004 |
| (Unaudited) |
OPERATING ACTIVITIES | | | |
Net income | $ 2,203,695 | | $ 1,922,697 |
Adjustments to reconcile net income to net cash provided by operating activities | | | |
Provision for loan losses | 123,750 | | 290,740 |
Depreciation | 271,776 | | 276,612 |
Amortization of premium and accretion of discount on securities, net | 5,291 | | 6,543 |
(Decrease)increase in net deferred loan fees | (120,128) | | 9,990 |
(Decrease)deferred income taxes | (55,003) | | (6,747) |
(Increase) decrease in other assets | 290,892 | | (195,208) |
Increase (decrease) in other liabilities | 18,487 | | (104,968) |
|
| |
|
Net cash provided by operating activities | 2,738,760 | | 2,199,659 |
|
| |
|
INVESTING ACTIVITIES | | | |
Proceeds from maturities of held to maturity securities | 1,090,000 | | 6,890,000 |
Purchases of investment securities | -- | | (12,902,680) |
Net increase in loans | (5,226,745) | | (23,647,963) |
Purchases of property and equipment | (404,475) | | (215,723) |
(Purchase) redemption of FHLB stock | 315,000 | | (1,300,000) |
Decrease in Real Estate Owned | 11,766 | | 92,319 |
|
| |
|
Net cash absorbed by investing activities | ( 4,214,454) | | (31,084,047) |
|
| |
|
FINANCING ACTIVITIES | | | |
Dividends paid | (460,219) | | (415,781) |
Net increase in deposits | 11,763,566 | | 5,811,833 |
Proceeds from advances and other borrowed money | 121,905,684 | | 126,289,471 |
Repayments of advances and other borrowed money | (127,062,562) | | (104,554,171) |
Proceeds from issuance of common stock | 160,748 | | --- |
|
| |
|
Net cash provided by financing activities | 6,307,217 | | 27,131,352 |
|
| |
|
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | 4,831,523 | | (1,753,036) |
CASH AND CASH EQUIVALENTS-beginning of period | 2,345,769 | | 4,493,661 |
|
| |
|
CASH AND CASH EQUIVALENTS-end of period | $ 7,177,292 | | $ 2,740,625 |
|
| |
|
See accompanying notes to unaudited interim consolidated financial statements
5NEXT PAGECOMMUNITY FINANCIAL CORPORATION
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
NOTE 1. - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The accompanying consolidated financial statements include the accounts of Community Financial Corporation ("Community" or the "Company") and its wholly-owned subsidiary, Community Bank (the "Bank"). All significant intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and six months ended September 30, 2005, are not necessarily indicative of the results that may be expected for the year ending March 31, 2006.
Note 2. - Stock-Based Compensation Plan
At September 30, 2005, the Company had a stock-based employee compensation plan. The Company accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The Company applies the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation. The value of each grant is estimated at the grant date using the Black-Scholes option-pricing model. No proforma compensation expense is disclosed for the quarter and six months ended September 30, 2005 and 2004 as no options were granted during those periods and options outstanding are fully vested.
NOTE 3. - EARNINGS PER SHARE
Basic earnings per share is based on net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share shows the dilutive effect of additional common shares issuable under stock option plans. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares and common share equivalents outstanding. Basic and diluted earnings per share are computed in the following table.
6NEXT PAGE | For the Three Months Ended
|
| September 30, 2005
| September 30, 2004
|
| Income
| Weighted Average Shares
| Per-Share Amount
| Income
| Weighted Average Shares
| Per Share Amount
|
Basic EPS | | | | | | |
Income available to common stockholders | $1,084,450 | 2,094,784 | $0.51 | $1,030,773 | 2,078,906 | $0.49 |
Effect of Dilutive Securities | | | | | | |
Options | --- | 82,504 | | --- | 72,406 | |
|
|
| |
|
| |
Diluted EPS | | | | | | |
Income available to common stockholders | $1,084,450 | 2,177,288 | $0.50 | $1,030,773 | 2,151,312 | $0.48 |
|
|
|
|
|
|
|
During the quarter ended September 30, 2005, stock options representing 48,000 shares were not included in the calculation of earnings per share because they would have been anti-dilutive. No stock options were excluded for the quarter ended September 30, 2004.
| For the Six Months Ended
|
| September 30, 2005
| September 30, 2004
|
| Income
| Weighted Average Shares
| Per-Share Amount
| Income
| Weighted Average Shares
| Per Share Amount
|
Basic EPS | | | | | | |
Income available to common stockholders | $2,203,695 | 2,091.562 | $1.05 | $1,922,697 | 2,078.906 | $0.92 |
Effect of Dilutive Securities | | | | | | |
Options | --- | 84,275 | | --- | 77,095 | |
|
|
| |
|
| |
Diluted EPS | | | | | | |
Income available to common stockholders | $2,203,695 | 2,175,837 | $1.01 | $1,922,697 | 2,156,001 | $0.89 |
|
|
|
|
|
|
|
7NEXT PAGENOTE 4. - STOCKHOLDERS' EQUITY
The following table presents the Bank's regulatory capital levels at September 30, 2005:
| Amount Required
| Percent Required
| Actual Amount
| Actual Percent
| Excess Amount
|
Tangible Capital | $ 6,162,000 | 1.50% | $30,768,000 | 7.52% | $24,606,000 |
Core Capital | 16,431,000 | 4.00 | 30,768,000 | 7.52 | 14,337,000 |
Risk-based Capital | 25,593,000 | 8.00 | 34,395,000 | 10.75 | 8,802,000 |
The primary source of funds for the payment of dividends to its stockholders are dividends from the Bank. Capital distributions by OTS-regulated savings banks, such as the Bank, are limited by regulation ("Capital Distribution Regulation"). Capital distributions are defined to include, in part, dividends, stock repurchases and cash-out mergers. The Capital Distribution Regulation permits a savings bank to make capital distributions during a calendar year equal to net income for the current year plus the previous two years net income, less capital distributions paid over the same period. Any distributions in excess of that amount requires prior OTS approval. The Capital Distribution Regulation requires that savings banks in holding company structures provide the applicable OTS Regional Director with a 30-day advance written notice of all proposed capital distributions whether or not advance approval is required by the regulation. The OTS may object to capital distributions if the bank is not meeting its re gulatory capital requirements, the distribution raises safety and soundness concerns or is otherwise in violation of law.
NOTE 5. - SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOWS
Total interest paid for the six months ended September 30, 2005 and 2004 was $4,409,226 and $2,756,928, respectively. Total income taxes paid for the six months ended September 30, 2005 and 2004 was $1,170,382 and $664,288.
NOTE 6. - COMPREHENSIVE INCOME
Comprehensive income is defined as "the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." Comprehensive income for the Company includes net income and unrealized gains and losses on securities available for sale. The following tables set forth the components of comprehensive income for the six-month periods ended September 30, 2005 and 2004:
| Six months Ended September 30
|
| 2005
| | 2004
|
(Amounts in thousands) | | | |
Net income | $2,203,695 | | $1,922,697 |
Other comprehensive loss, net of tax | | | |
Unrealized(losses)on securities: | | | |
Unrealized holding (losses) arising during the period | (202,882) | | (726,148) |
|
| |
|
Total comprehensive income | $2,000,813 | | $1,196,549 |
|
| |
|
8NEXT PAGENote 7. - Defined Benefit Pension Plan
The Company has a non-contributory defined benefit pension plan for which the components of net periodic benefit cost are as follows:
| Three months Ended September 30
|
| 2005
| | 2004
|
Service cost | $71,932 | | $46,938 |
Interest cost | 33,009 | | 25,427 |
Expected return on plan assets | (31,019) | | (25,323) |
Recognized net actuarial loss | 8,597 | | 2,229 |
|
| |
|
| $82,519 | | $49,271 |
|
| |
|
| | | |
| | | |
| | | |
| | | |
| Six months Ended September 30
|
| 2005
| | 2004
|
Service cost | $143,864 | | $93,876 |
Interest cost | 66,019 | | 50,854 |
Expected return on plan assets | (62,039) | | (50,646) |
Recognized net actuarial loss | 17,193 | | 4,458 |
|
| |
|
| $165,037 | | $98,542 |
|
| |
|
As disclosed in the Company's Form 10-K for the year ended March 31, 2005, a contribution of $263,000 to its pension plan is expected during the current fiscal year. As of September 30, 2005, no contributions have been made. The Company anticipates making all required contributions prior to March 31, 2006.
9NEXT PAGEItem 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
EXECUTIVE SUMMARY
The following information is intended to provide investors a better understanding of the financial position and the operating results of Community Financial Corporation and its subsidiary, Community Bank. The following is primarily from management's perspective and may not contain all information that is of importance to the reader. Accordingly, the information should be considered in the context of the consolidated financial statements and other related information contained herein.
Our operating results for the six months ended September 30, 2005 were impacted primarily by changes in net interest income, which is the interest income we earn on our interest-earning assets, such as loans and investment securities, and the interest we pay on interest-bearing liabilities, which are primarily deposits and borrowings. The change in net interest income is impacted by both the change in interest earning assets and the interest rate spread between interest-earning assets and interest-bearing liabilities. The primary factor contributing to the increase in net interest income for the six month period ended September 30, 2005 has been the growth in interest-earning assets, primarily loans, which was offset by a compressing interest rate spread. The increase in net income for the quarter ended September 30, 2005 is due primarily to a decrease in the provision for loan losses. The decrease in the loan loss provision is attributable to both slower loan growth and excellent loan quality. Manageme nt is aware of the potential impact of rising interest rates on borrowers' ability to repay loans and will monitor the Bank's loan portfolio for future changes. The decrease in net interest income for the three months ended September 30, 2005 is due to the decrease in the interest rate spread. Both the decrease in the interest rate spread and the slower loan growth than previous quarters is due primarily to market loan pricing related to the current market relationship between short-term and long-term interest rates. We also did not purchase any investment securities during the three and six month periods ended September 30, 2005 and anticipate limited security purchases during the remainder of the current fiscal year. Management will continue to monitor asset growth to manage the level of regulatory capital and funds acquisition. While the Company maintains an acceptable interest rate risk position, our interest rate spread has been compressed due to the current market relationship between short-term and l ong-term interest rates. We continue to monitor the impact rising interest rates may have on both the growth in interest-earning assets and our interest rate spread. The Bank has approximately $143 million in loans or 42% of total loans which reprice in five years or less, many of which are subject to annual and lifetime interest rate limits. The pace and extent of future interest rate changes will impact the Company's interest rate spread as well as limitations on interest rate adjustments on certain adjustable rate loans.
Funding for the growth in interest-earning assets combined with a rising interest rate environment has impacted the composition of the Company's interest-bearing liabilities. During the fiscal year ended March 31, 2005, the primary source of funding for increases in assets was borrowings. The primary source of funding for increases in assets during the September 30, 2005 quarter and six month periods was deposits, which was due to our being more competitive on deposit pricing in our market areas. Management plans to remain competitive in our deposit pricing and anticipates that deposit growth will be the primary source of funding for asset growth during the remainder of the current fiscal year. As interest rates have increased, deposit balances in savings and money market accounts have decreased as customers have transferred funds to time deposits or equities markets. Management is cognizant of the potential for additional compression in the Bank's margin related to the need to acquire funds and the pace of interest rate changes. Management will continue to monitor the level of deposits and borrowings in relation to the current interest rate environment.
10NEXT PAGECRITICAL ACCOUNTING POLICIES
General
The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.
Allowance for Loan Losses
The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) Statement of Financial Accounting Standard ("SFAS") No.5, Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and estimable and (ii) SFAS No. 114, Accounting by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.
The allowance for loan losses is maintained at a level considered by management to be adequate to absorb future loan losses currently inherent in the loan portfolio. Management's assessment of the adequacy of the allowance is based upon type and volume of the loan portfolio, past loan loss experience, existing and anticipated economic conditions, and other factors which deserve current recognition in estimating future loan losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Additions to the allowance are charged to operations. Subsequent recoveries, if any, are credited to the allowance. Loans are charged-off partially or wholly at the time management determines collectibility is not probable. Management's assessment of the adequacy of the allowance is subject to evaluation and adjustment by the Company's regulators.
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by e ither the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
11NEXT PAGELarge groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.
FINANCIAL CONDITION
The Company's total assets increased $8.3 million to $407.9 million at September 30, 2005 from $399.6 million at March 31, 2005 due to an increase in loans receivable of $5.3 million. These increases were funded with deposits which increased $11.8 million at September 30, 2005, from March 31, 2005. The increase in deposits was due primarily to more competitive pricing by the Bank on time deposits and money market accounts. The increase in deposits was due to an increase in money market accounts of $5.0 million, time deposits of $11.1 million and checking accounts of $1.9 million which was partially offset by a decrease in savings accounts of $6.2 million. The increase in deposits was also related to the $5.2 million decrease in borrowings for the six months ended September 30, 2005. Stockholders' equity increased $1.7 million to $33.0 million at September 30, 2005, from $31.3 million at March 31, 2005, due to earnings for the six month period ended September 30, 2005 offset by a decrease in the net unrealized gain on securities available for sale and by two payments of $0.11 per share in cash dividends.
At September 30, 2005, non-performing assets totaled approximately $493,000 or .12% of assets compared to $548,000 or .14% of assets at March 31, 2005. Non-performing assets at September 30, 2005 were comprised primarily of loans 90 days or more delinquent which totaled $367,000. At September 30, 2005, our allowance for loan losses to non-performing loans was 613.1% and to total loans was .88%. Based on current market values of the properties securing these loans, management anticipates no significant losses in excess of the allowance for losses previously recorded.
As of September 30, 2005, there were also 68 loans totaling $2.9 million with respect to which known information about the possible credit problems of the borrowers or the cash flows of the security properties have caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing loan categories. These loans are comprised primarily of commercial real estate loans. No individual loan in this category has a balance that exceeds $783,000.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of funds are customer deposits, advances from the Federal Home Loan Bank of Atlanta, amortization and prepayment of loans and funds provided from operations. Management maintains investments in liquid assets based upon its assessment of (i) our need for funds, (ii) expected deposit flows, (iii) the yields available on short-term liquid assets, (iv) the liquidity of our loan portfolio and (v) the objectives of our asset/liability management program. Management believes that the Bank will continue to have adequate liquidity for the foreseeable future. Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is provided. As of September 30, 2005, the Bank's liquidity ratio (liquid assets as a percentage of net withdrawable savings and current borrowings) was 6.6%.
At September 30, 2005, we had commitments to purchase or originate $20.9 million of loans. Certificates of deposit scheduled to mature in one year or less at September 30, 2005, totaled $86.8 million. Based on our historical experience, management believes that a significant portion of such deposits will remain with us. Management further believes that loan repayments and other sources of funds will be adequate to meet our foreseeable short-term and long-term liquidity needs.
12NEXT PAGERESULTS OF OPERATIONS
Three Months Ended September 30, 2005 and 2004.
General. Net income for the three months ended September 30, 2005 was $1,084,450 compared to $1,030,773 for the three months ended September 30, 2004, an increase of $54,000. Net interest income decreased $16,000, and non-interest income increased $72,000 during the three months ended September 30, 2005 compared to the same period in 2004. Return on equity for the three months ended September 30, 2005 was 13.48% compared to 13.89% for the three month period ended September 30, 2004. Return on assets was 1.07% for the quarter ended September 30, 2005 compared to 1.13% for the same period in the previous fiscal year.
Interest Income. Total interest income increased by $1.0 million to $5.9 million for the three months ended September 30, 2005, from $4.9 million for the three months ended September 30, 2004, due to both higher average loan balances, and higher yields for loans for the three months ended September 30, 2005 as compared to the period ended September 30, 2004. The increase in yields was due to higher market interest rates generally. The average yield earned on interest-earning assets was 6.12% for the three months ended September 30, 2005 compared to 5.67% for the three months ended September 30, 2004.
Interest Expense. Total interest expense increased by $1.1 million to $2.5 million for the quarter ended September 30, 2005, from $1.4 million for the quarter ended September 30, 2004. Interest on deposits increased by $516,000 to $1.7 million for the quarter ended September 30, 2005 from $1.2 million for the quarter ended September 30, 2004 due to an increase in the average rate paid and higher average deposit balances. Interest expense on borrowed money increased by $498,000 to $780,000 for the quarter ended September 30, 2005, from $282,000 for the quarter ended September 30, 2004, due primarily to an increase in average borrowings and to a lesser extent an increase in the rate paid on borrowings. The average balance for borrowings increased from $65.1 million for the September 30, 2004 quarter to $83.8 million for the September 30, 2005 period while the rate paid on borrowings increased from 1.71% to 3.69% for the same periods. The average rate paid on interest-bearing liabilities was 2.64% during the three months ended September 30, 2005 compared to 1.73% for the three months ended September 30, 2004.
Provision for Loan Losses. The provision for loan losses decreased by $128,000 to $(1,400) for the three months ended September 30, 2005, from $126,000 for the three months ended September 30, 2004. The decrease in the provision for loan losses is due to the Bank's satisfactory loan loss history and slower loan growth for the September 30, 2005 period compared to the same period last year. We provide valuation allowances for anticipated losses on loans and real estate when management determines that a significant decline in the value of the collateral or cash flows has occurred, as a result of which the value of the collateral or cash flows is less than the amount of the unpaid principal of the related loan plus estimated costs of acquisition and sale. In addition, we also provide allowances based on the dollar amount and type of collateral securing our loans in order to protect against unanticipated losses. Although management believes that it uses the best information available to make such determinations, future adjustments to allowances may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations.
Noninterest Income. Noninterest income increased by $72,000 to $746,000 for the three months ended September 30, 2005, from $674,000 for the three months ended September 30, 2004 due to an increase in loan fee and service charge income related to brokered loans. The Bank has established relationships with other institutions where the Bank receives fees in return for completed customer mortgage loan applications for the institution's approval and funding. We anticipate this relationship will continue to be a source of fee and service charge income for the Bank.
13NEXT PAGENoninterest Expense. Noninterest expense increased by $146,000 to $2.6 million for the three months ended September 30, 2005 compared to the same period last year. The increase is attributable to compensation and benefits, which increased by $134,000 to $1.5 million compared to the same period last year. The increase in compensation and benefits resulted from the hiring of additional loan officers and loan support personnel.
Taxes. Taxes decreased by $15,000 to $485,000 for the three months ended September 30, 2005, from $499,000 for the three months ended September 30, 2004. The effective tax rate decreased from 32.6% for the September 30, 2004 quarter to 30.9% for the September 30, 2005 quarter.
Six Months Ended September 30, 2005 and 2004
General. Net income for the six months ended September 30, 2005 increased to $2,204,000 compared to $1,923,000 for the six months ended September 30, 2004 due primarily to an increase in net interest income. Income before income taxes increased to $3.2 million for the six months ended September 30, 2005 from $2.8 million for the same period in the prior year. Return on equity for the six months ended September 30, 2005 was 13.70% compared to 13.05% for the three month period ended September 30, 2004. Return on assets was 1.09% for six months ended September 30, 2005 compared to 1.10% for the same period in the previous fiscal year.
Interest Income. Total interest income increased to $11.7 million for the six months ended September 30, 2004, from $9.5 million for the six months ended September 30, 2003, due to both an increase in the average loan balances and an increase in the yield on loans during the period. The yield on loans and securities increased from 5.62% to 6.07% for the same periods.
Interest Expense. Total interest expense increased by $1.9 million to $4.7 million for the six months ended September 30, 2005, from the six months ended September 30, 2004. Interest on deposits increased to $3.2 million for the six months ended September 30, 2005, from $2.4 million for the same period last year due to both an increase in the average deposit balances and the average rate on deposit balances. The rate paid on deposits increased from 1.79% for the six months ended September 30, 2004 to 2.23% for the same period in the current fiscal year. Interest expense on borrowed money increased to $1.5 million for the six months ended September 30, 2005 from $434,000 for the six months ended September 30, 2004, due to both an increase in the average outstanding balance on borrowings and an increase in the average rate on borrowing balances. The average balance on borrowings increased from $57.9 million for the six months ended September 30, 2004 to $87.4 million for the current six month period. The average rate paid on borrowings increased from 1.50% for the six months ended September 30, 2004 to 3.46% for the six month period ended September 30, 2005.
Provision for Loan Losses. The provision for loan losses decreased to $124,000 for the six months ended September 30, 2004 from $291,000 for the same period last year. The change in the provision for loan losses is the same as described above.
Noninterest Income. Noninterest income increased to $1.5 million for the six months ended September 30, 2005, from $1.4 million for the six months ended September 30, 2004, due primarily to an increase in loan fee and service charge income related to brokered loans as mentioned above.
Noninterest Expenses. Noninterest expenses increased $320,000 for the six months ended September 30, 2005, compared to the same period last year. The increase is attributable to compensation and benefits, which increased by $318,000 to $3.1 million compared to the same period last year. The increase in compensation and benefits resulted primarily from the hiring of additional loan officers and loan support personnel. Data processing expense decreased $92,000 due to reduced expenses related to assets becoming fully depreciated or amortized.
14NEXT PAGETaxes. Taxes increased to $1,043,000 for the six months ended September 30, 2004, from $918,000 for the six months ended September 30, 2003. The effective tax rate decreased from 32.3% for the September 30, 2004 period to 32.1% for the same period ended September 30, 2005.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3." The new standard changes the requirements for the accounting for and reporting of a change in accounting principle. Among other changes, SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented based on the new accounting principle, unless it is impracticable to do so. SFAS No. 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a "restatement. " The new standard is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Corporation does not anticipate this revision will have a material effect on its financial statements.
On December 16, 2004, FASB issued SFAS No. 123R (revised 2004), "Share-Based Payment," that addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for either equity instruments of the company or liabilities that are based on the fair value of the company's equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123R eliminates the ability to account for share-based compensation transactions using the intrinsic method and requires that such transactions be accounted for using a fair-value-based method and recognized as expense in the statement of income. The effective date of SFAS No. 123R (as amended by the SEC) is for annual periods beginning after September 15, 2005. The provisions of SFAS No. 123R do not have an impact on the Corporation's results of operations at the present time.
In March 2005, the SEC issued Staff Accounting Bulleting No. 107 (SAB 107). SAB 107 expresses the views of the SEC staff regarding the interaction of FAS 123R and certain SEC rules and regulations and provides the SEC staff's view regarding the valuation of share-based payment arrangements for public companies. SAB 107 does not impact the Corporation's results of operations at the present time.
In November 2004, the Emerging Issues Task Force (EITF) published Issue 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The Task Force discussed the meaning of other-than-temporary impairment and its application to certain investments carried at cost. The Task Force requested that the FASB staff consider other impairment models within U.S. Generally Accepted Accounting Principles (GAAP) when developing its views. The Task Force also requested that the scope of the impairment issue be expanded to include equity investments and investments subject to SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and that the issue be addressed by the Task Force as a separate EITF issue. At the EITF meeting, the Task Force reached a consensus on one issue that certain quantitative and qualitative disclosures should be required for securities accounted for under SFAS No. 115 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The Board ratified the consensus on that one issue at its November 25, 2004 meeting. In September 2004, FASB directed its staff to issue two proposed FASB Staff Positions (FSP): Proposed FSP EITF Issue 03-1-a, which provides guidance for the application of paragraph 16 of EITF Issue 03-1 to debt securities that are impaired because of interest rate and/or sector spread increases, and Proposed FSP EITF Issue 03-1-b, which delays the
15NEXT PAGEeffective date of Issue 03-1 for debt securities that are impaired because of interest rate and/or sector spread increases. In September 2005, the FASB reach a decision whereby they declined to provide additional guidance on the meaning of other-than-temporary impairment. The Board directed the FASB staff to issue EITF 03-1a as final and to draft a new FSP that will replace EITF 03-01. The final FSP (retitled FAS 115-1, "The Meaning of Other-Than-Temporary Impairment and it Application to Certain Investments") would be effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. The Corporation does not anticipate this revision will have a material effect on its financial statements.
Disclosure Regarding Forward-Looking Statements
This document, including information incorporated by reference, contains, and future filings by Community Financial Corporation on Form 10-K, Form 10-Q and Form 8-K and future oral and written statements by Community Financial Corporation and its management may contain, forward-looking statements about Community Financial Corporation which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, including revenue creation, lending origination, operating efficiencies, loan sales, charge-offs and loan loss provisions, growth opportunities, interest rates, acquisition and divestiture opportunities, and synergies, efficiencies, cost savings and funding advantages. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. These forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Accordingly, Community Financial Corporation cautions readers not to place undue reliance on any forward-looking statements.
Many of these forward-looking statements appear in this document in Management's Discussion and Analysis. Words such as may, could, should, would, believe, anticipate, estimate, expect, intend, plan and similar expressions are intended to identify these forward-looking statements. The important factors discussed below, as well as other factors discussed elsewhere in this document and factors identified in our filings with the Securities and Exchange Commission and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document. Among the factors that could cause our actual results to differ from these forward-looking statements are:
- the strength of the United States economy in general and the strength of the local economies in which we conduct our operations; general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in the credit quality of our loans and other assets;
- the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;
- financial market, monetary and interest rate fluctuations, particularly the relative relationship of short-term interest rates to long-term interest rates;
- the timely development of and acceptance of new products and services of Community Financial Corporation and Community Bank, and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;
- the impact of changes in financial services laws and regulations (including laws concerning taxes, accounting standards, banking, securities and insurance); legislative or regulatory changes may adversely affect the business in which we are engaged;
16NEXT PAGE- the impact of technological changes;
- changes in consumer spending and saving habits; and
- our success at managing the risks involved in the foregoing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in market risk since March 31, 2005 year end. Market risk is discussed as part of management's discussion and analysis under asset/liability management in the Company's annual report for March 31, 2005.
Item 4. Controls and Procedures
An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Act")) as of September 30, 2005, was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended September 30, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and annually report on their systems of internal control over financial reporting. In addition, our independent accountants must report on management's evaluation. We are in the process of evaluating, documenting and testing our system of internal control over financial reporting to provide the basis for our report that will, for the first time, be a required part of our annual report on Form 10-K for the fiscal year ending March 31, 2008. Due to the ongoing evaluation and testing of our internal controls, there can be no assurance that if any control deficiencies are identified they will be remediated before the end of the 2007 fiscal year, or that there will not be significant deficiencies or material weaknesses that would be required to be reported.
17NEXT PAGEPART II. OTHER INFORMATION
Item 1. | Legal Proceedings
|
| Not Applicable.
|
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|
| Not Applicable.
|
Item 3. | Defaults Upon Senior Securities
|
| Not Applicable.
|
Item 4. | Submission of Matters to a Vote of Security Holders
|
The Company held an annual meeting of stockholders on July 27, 2005. The following directors were elected for a three year term at the meeting: Charles F. Andersen and Charles W. Fairchilds. The following directors' term of office continued after the meeting: Jane C. Hickok, Dale C. Smith, P. Douglas Richard, Morgan N. Trimyer, Jr. and James R. Cooke, Jr. |
The matter voted on at the Meeting was
The election of two directors
| For | Withheld |
Charles F. Andersen, M.D. | 1,840,248 | 26,100 |
Charles W. Fairchilds | 1,839,648 | 26,700 |
Item 5. | Other Information
|
| Not Applicable.
|
Item 6. | Exhibits
|
| See Exhibit Index
|
18NEXT PAGESIGNATURES
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.
| COMMUNITY FINANCIAL CORPORATION
|
Date: November 14, 2005 | By: | /s/ R. Jerry Giles R. Jerry Giles Chief Financial Officer (Duly Authorized Officer) |
19NEXT PAGEEXHIBIT INDEX
| |
Exhibit Number
| Document
|
3.1 | Amended and Restated Articles of Incorporation, filed on July 5, 1996 as an exhibit to the Registrant's Definitive Proxy Statement on Schedule 14A (SEC File No. 000-18265), are incorporated herein by reference.
|
3.2 | Bylaws, as amended and currently in effect, filed on September 29, 2005 as an exhibit to the Registrant's Annual Report on form 10-K (SEC File No. 000-18265) for the fiscal year ended March 31, 2005, are incorporated herein by reference.
|
4 | Registrant's Specimen Common Stock Certificate, filed on September 29, 1999, as Exhibit 10 to the Annual Report on Form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 1999, is incorporated herein by reference.
|
10.1 | Registrant's Stock Option and Incentive Plan, filed on May 19, 1989 as an exhibit to the Registrant's Registration Statement on Form S-4 (SEC File No. 33-28817), is incorporated herein by reference.
|
10.2 | Employment Agreement by and between Community Bank and P. Douglas Richard, filed on November 14, 2000 as an exhibit to the Registrant's Quarterly Report on Form 10-QSB (SEC File No. 000-18265) for the quarter ended September 30, 2000, is incorporated herein by reference.
|
10.3 | Amendments No. One and Two to the Employment Agreement between the Bank and P. Douglas Richard, filed on September 30, 2002 as exhibits to the Registrant's Quarterly Report on Form 10-QSB (SEC File No. 000-18265) for the quarter ended December 31, 2002, are incorporated herein by reference.
|
10.4 | Registrant's 1996 Incentive Plan, filed on July 5, 1996 as an exhibit to the Registrant's Definitive Proxy Statement on Schedule 14A (SEC File No. 000-18265), is incorporated herein by reference.
|
10.5 | Employment Agreement by and between Community Bank and Chris P. Kyriakides, as amended, filed on August 14, 2002 as an exhibit to the Registrant's Quarterly Report on Form 10-QSB (SEC File No. 000-18265) for the quarter ended September 30, 2002, is incorporated herein by reference.
|
10.6 | Severance Agreements by and between Community Bank and each of R. Jerry Giles, Norman C. Smiley, Benny N. Werner, filed on September 30, 2003 as exhibits to the Registrant's Annual Report on Form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 2003, are incorporated herein by reference.
|
10.7 | Amendments to the Severance Agreements by and between the Bank and each of R. Jerry Giles, Norman C. Smiley, III and Benny N. Werner, filed on September 30, 2005 as an exhibit to the Registrant's Annual Report on form 10-K (SEC File No. 000-18265) for the fiscal year ended March 31, 2005, are incorporated herein by reference.
|
20NEXT PAGE10.8 | Retirement Agreements by and between Community Bank and Non-Employee Directors Hickok, Smith, Andersen, Cooke, Fairchilds and Trimyer, filed on September 29, 2004 as an exhibit to the Registrant's Annual Report on form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 2004, are incorporated herein by reference.
|
10.9 | Form of First Amendment to the Retirement Agreements by and between Community Bank and Non-Employee Directors filed on September 30, 2005 as an exhibit to the Registrant's Annual Report on form 10-K (SEC File No. 000-18265) for the fiscal year ended March 31, 2005, are incorporated herein by reference.
|
10.10 | Salary Continuance Agreements by and between Community Bank and Officers Richard, Kyriakides, Giles, Smiley and Werner filed on September 29, 2004 as an exhibit to the Registrant's Annual Report on Form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 2004, and incorporated here by reference.
|
10.11 | Form of Director Deferred Fee Agreement, as amended, filed on September 30, 2005 as an exhibit to the Registrant's Annual Report on form 10-K (SEC File No. 000-18265) for the fiscal year ended March 31, 2005, are incorporated herein by reference.
|
10.12 | Form of Community Financial Corporation 2003 Stock Option and Incentive Plan, Incentive Stock Options Agreement and Non-Qualified Stock Option Agreement, filed on August 12, 2005 as an exhibit to the Registrant's Quarterly Report on form 10-Q (SEC File No. 000-18265) for the quarter ended June 30, 2005, are incorporated herein by reference.
| |
11 | Statement re computation of per share earnings (see footnote 3 to the financial statements filed with this report).
|
31.1 | Rule 13(a)-14(a) Certification (Chief Executive Officer)
|
31.2 | Rule 13(a)-14(a) Certification (Chief Financial Officer)
|
32 | Section 1350 Certifications
|