UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 10-Q (Mark One) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1999 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 0-18279 ------------------------------------------------ Tri-County Financial Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 52-1652138 - ------------------------------- ---------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3035 Leonardtown Road, Waldorf, Maryland 20601 - ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (301) 645-5601 ---------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. As of August 4, 1999 registrant had outstanding 797,576 shares of Common Stock. TRI-COUNTY FINANCIAL CORPORATION FORM 10-Q INDEX - -------------------------------------------------------------------------------- PART I - FINANCIAL INFORMATION Page Item 1 - Financial Statements (Unaudited) Consolidated Balance Sheets - June 30, 1999 and December 31, 1998 2 Consolidated Statements of Income and Comprehensive Income - Three and Six Months Ended June 30, 1999 and 1998 3 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1999 and 1998 4 - 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 11 PART II - OTHER INFORMATION 12 - 13 Item 6 - Exhibits SIGNATURES 14 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS (UNAUDITED) TRI-COUNTY FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS JUNE 30, 1999 AND DECEMBER 31, 1998 - ----------------------------------------------------------------------------------------------------------------- June 30, December 31, 1999 1998 ---------------- ------------------ ASSETS Cash and due from banks $ 1,138,228 $ 906,658 Interest-bearing deposits with banks 2,270,648 4,152,816 Investment securities available for sale - at fair value 61,042,230 55,976,606 Investment securities held to maturity - at amortized cost 2,427,798 2,139,069 Stock in Federal Home Loan Bank and Federal Reserve Bank - at cost 1,872,700 2,005,350 Loans held for sale 429,450 2,266,697 Loans receivable - net of allowance for loan losses of $1,555,489 and $1,540,551, respectively 136,623,128 132,645,936 Premises and equipment, net 4,498,676 4,316,207 Accrued interest receivable 1,450,489 1,486,776 Other assets 1,178,238 1,123,675 ------------ ------------ TOTAL ASSETS $212,931,585 $207,019,790 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Noninterest-bearing deposits $ 11,427,462 $ 9,750,153 Interest-bearing deposits 144,733,687 142,065,211 ------------ ------------ Total deposits 156,161,149 151,815,364 Other borrowed funds 13,537,734 16,937,882 Long-term debt 21,400,000 16,496,450 Accrued expenses and other liabilities 377,166 638,128 ------------ ------------ Total liabilities 191,476,049 185,887,824 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock - par value $.01; authorized - 15,000,000 shares; issued 788,892 and 789,334 shares, respectively 7,888 7,893 Surplus 7,367,992 7,309,901 Retained earnings 14,170,482 13,372,441 Accumulated other comprehensive income 85,739 648,614 Unearned ESOP shares (176,565) (206,883) ------------ ------------ Total stockholders' equity 21,455,536 21,131,966 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $212,931,585 $207,019,790 ============ ============ See notes to consolidated financial statements. 2 TRI-COUNTY FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998 - ------------------------------------------------------------------------------------------------------------------------------ Three Months Ended Six Months Ended June 30, June 30 --------------------------- ---------------------------- 1999 1998 1999 1998 INTEREST INCOME: Interest and fees on loans $2,857,012 $2,905,591 $5,824,944 $5,753,207 Taxable interest and dividends on investment securities 1,085,150 947,644 2,013,504 1,842,052 Interest on deposits with banks 11,442 28,845 32,718 63,081 ---------- ---------- ---------- ---------- Total interest income 3,953,604 3,882,080 7,871,166 7,658,340 ---------- ---------- ---------- ---------- INTEREST EXPENSE: Interest on deposits 1,370,173 1,410,750 2,736,813 2,833,682 Interest on other borrowed funds 88,260 159,869 220,371 348,297 Interest on long-term debt 347,192 227,066 617,768 457,748 ---------- ---------- ---------- ---------- Total interest expense 1,805,625 1,797,685 3,574,952 3,639,727 ---------- ---------- ---------- ---------- NET INTEREST INCOME 2,147,979 2,084,395 4,296,214 4,018,613 PROVISION FOR LOAN LOSSES 60,000 60,000 120,000 120,000 ---------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,087,979 2,024,395 4,176,214 3,898,613 ---------- ---------- ---------- ---------- NONINTEREST INCOME: Loss on sale of investment securities - - (605) - Loan appraisal, credit and miscellaneous charges 53,155 109,778 113,782 222,290 Net gains on sale of loans held for sale 73,300 124,176 175,579 221,021 Service charges 202,895 107,466 369,680 256,086 Other 11,933 85,861 27,989 113,677 ---------- ---------- ---------- ---------- Total noninterest income 341,283 427,281 686,425 813,074 ---------- ---------- ---------- ---------- NONINTEREST EXPENSES: Salaries and employee benefits 912,141 860,284 1,652,221 1,481,380 Occupancy expense 131,134 104,210 255,282 214,064 Deposit insurance and surety bond premium 35,672 35,564 71,555 73,858 Data processing expense 63,238 102,297 135,656 164,548 Advertising 63,192 32,028 104,515 63,876 Depreciation of furniture, fixtures, and equipment 58,348 37,251 129,197 75,781 Other 311,092 302,548 556,359 596,643 ---------- ---------- ---------- ---------- Total noninterest expenses 1,574,817 1,474,182 2,904,785 2,670,150 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 854,445 977,494 1,957,854 2,041,537 INCOME TAXES 315,000 347,000 735,000 724,000 ---------- ---------- ---------- ---------- NET INCOME 539,445 630,494 1,222,854 1,317,537 OTHER COMPREHENSIVE INCOME, NET OF TAX Net unrealized holding gains (losses) ising during the period (342,172) 16,682 (562,875) 87,321 ---------- ---------- ---------- ---------- COMPREHENSIVE INCOME $ 197,273 $ 647,176 $ 659,979 $1,404,858 ========== ========== ========== ========== EARNINGS PER SHARE (Note 2): Basic .60 .79 1.47 1.64 Diluted .57 .73 1.38 1.54 See notes to consolidated financial statements. 3 TRI-COUNTY FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1999 AND 1998 - ----------------------------------------------------------------------------------------------------------------- Six Months Ended June 30, ------------------------------- 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,222,854 $ 1,317,537 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 120,000 120,000 Depreciation and amortization 191,200 123,568 Net amortization of premium/discount on investment securities (102,606) (12,953) Deferred income tax benefit (16,000) (109,000) Decrease (increase) in accrued interest receivable 36,287 (137,177) (Decrease) increase in deferred loan fees (78,387) 13,184 Increase in accounts payable, accrued expenses, and other liabilities 109,196 160,657 Increase in other assets (54,563) (188,315) Gain on sale of premises and equipment - (7,051) Loss on sale of investment securities 605 - Origination of loans held for sale (6,140,878) (12,388,104) Gain on sales of loans held for sale (175,579) (221,021) Proceeds from sale of loans held for sale 8,153,704 13,007,021 Gain on sale of foreclosed real estate - (63,436) ----------- ----------- Net cash provided by operating activities 3,265,833 1,614,910 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Net decrease in interest-bearing deposits with banks 1,882,168 179,821 Purchase of investment securities available for sale (42,912,589) (23,898,455) Proceeds from sale, redemption or principal payments of investment securities available for sale 37,392,411 26,940,182 Purchase of investment securities held to maturity (1,170,436) (2,018,147) Proceeds from maturities or principal payments of investment securities held to maturity 883,729 1,442,73 Purchase of FHLB and Federal Reserve Bank stock (229,850) (6,350) Loans originated or acquired (26,837,912) (28,407,285) Principal collected on loans 22,819,107 22,493,765 Purchase of premises and equipment (373,669) (238,062) Proceeds from sales of premises and equipment - 7,051 Proceeds from disposition of foreclosed real estate - 826,842 ----------- ----------- Net cash used in investing activities (8,547,041) (2,678,565) ----------- ----------- 4 TRI-COUNTY FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1999 AND 1998 - ------------------------------------------------------------------------------------------ Six Months Ended -------------------------------- 1999 1998 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits $4,345,785 $2,144,539 Proceeds from long-term borrowings 20,000,000 - Payments of long-term borrowings (15,096,450) 109,530) Net decrease in other borrowed funds (3,400,148) 624,131) Exercise of stock options 58,172 1,058 Net change in unearned ESOP shares (266,200) 12,600) Redemption of common stock 30,333 (82,600) Dividends paid (158,714) (102,407) ---------- ---------- Net cash provided by financing activities 5,512,778 1,214,329 ---------- ---------- INCREASE IN CASH AND CASH EQUIVALENTS 231,570 150,674 CASH AND CASH EQUIVALENTS - JANUARY 1 906,658 650,923 ---------- ---------- CASH AND CASH EQUIVALENTS - JUNE 30 $1,138,228 $ 801,597 ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: Cash paid during the six months for: Interest $3,601,469 $3,679,547 ========== ========== Income taxes $753,575 $872,500 ========== ========== Tri-County Financial Corporation declared a 4% stock dividend payable April 13, 1998, to shareholders of record on March 13, 1998. Retained earnings in the amount of $694,384 was transferred to capital in excess of par and common stock to reflect this dividend. See notes to consolidated financial statements. 5 TRI-COUNTY FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION General - The consolidated financial statements of Tri-County Financial Corporation (the Company) and its wholly owned subsidiary, Community Bank of Tri-County (the Bank) included herein are unaudited; however, they reflect all adjustments consisting only of normal recurring accruals that, in the opinion of Management, are necessary to present fairly the results for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the six months ended June 30, 1999 are not necessarily indicative of the results of operations to be expected for the remainder of the year. Certain previously reported amounts have been restated to conform to the 1999 presentation. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended December 31, 1998. 2. EARNINGS PER SHARE Basic and diluted earnings per share, as adjusted for the stock dividend, have been computed based on weighted-average common and common equivalent shares outstanding as follows: Six Months Ended June 30, 1999 1998 -------- -------- Basic 829,303 800,942 Diluted 885,195 853,311 6 MANAGEMENT'S DISCUSSION AND ANALYSIS This document contains forward-looking statements, including discussions of Tri-County Financial Corporation's (the "Company's") goals, strategies and expected outcomes; estimates of risks and future costs; and reports of the Company's ability to achieve its financial and other goals. These forward-looking statements are subject to significant known and unknown risks and uncertainties because they are based upon future economic conditions, particularly interest rates, statements by providers of data processing services and equipment and government agencies in connection with year 2000 compliance, competition within and without the banking industry, changes in laws and regulations applicable to the Company and various other matters. Because of these uncertainties, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. GENERAL Tri-County Financial Corporation operates under the Federal Reserve's Bank Holding Company regulations. The consolidated financial statements include the accounts of Tri-County Financial Corporation and its wholly owned subsidiary, Community Bank of Tri-County ("the Bank") and the Bank's wholly owned subsidiary, Tri-County Federal Finance One, collectively referred to as "the Company". Community Bank of Tri-County has completed its second year of operations as a commercial bank, following its thrift charter conversion on March 29, 1997. In its business plan for the commercial bank, specific product lines, particularly commercial and consumer loan products, were targeted for concentrated efforts to bring the balances to levels normally found in established commercial banks. Growth in these asset categories has exceeded internal goals set in the plan. Strategies to broaden the scope of services to attract transactional accounts of local business as well as consumers have successfully gained the attention of the community and resulted in continuous growth in these low cost funding sources. In its efforts to expand its product and service offerings, the Bank now offers investment and retirement planning services through its affiliation with UVEST Investment Services and an investment representative based in the home office branch. While this investment division is anticipated to contribute a relatively small amount of net earnings to the Bank, the benefit to our customers is expected to be great, enabling them to have a "one stop" source for all their investment and borrowing needs. In the third quarter of 1999, the Bank received state banking approval to create a "passive investment company" subsidiary, Tri-County Investment Corporation. This subsidiary will be used to hold investment securities that are not used in the general operations of the Bank. The investment company will be operated from facilities in Delaware as income from "passive investments" does not incur taxes in that state. Similar income in Maryland is subject to state tax at 7%. This action is expected to save approximately $70,000 in state taxes in 1999, with the income generated in Delaware for the remaining 4 months of 1999. Higher tax savings are expected in 2000, when the investment company will be in operation for the full year. The Bank also acquired a 7% interest in a Maryland Title Company for the purpose of sharing in title insurance commissions generated by its mortgage lending activities. The Bank's capital investment was $9,800. Its participation in the title insurance business commenced on August 1, 1999. The Bank conducts operations through eight full-service offices in its market area consisting of Charles, St. Mary's and Calvert counties in Maryland. Construction will be completed in August of 1999 on its newest "express" branch location as part of a mini-mart on a key homeward bound commuter route in Charles County. The Bank's strategy is to utilize "express" banks to fill in the market between its established anchor banks. The Bank is primarily engaged in the business of obtaining funds in the form of deposits from the general public in the Bank's market area as well as certain wholesale borrowings from its correspondents and capital markets, and investing such funds in loans collateralized by residential and commercial real estate, mortgage-backed securities and related investments, and, to a lesser, but growing, extent, various types of consumer and other loans. The Company's earnings, therefore, are primarily dependent upon its net interest income. This is determined by the Company's interest rate spread (the difference between the yields earned on its loan and investment portfolios, and the rates paid on its deposits and borrowed funds) and the relative holdings of interest-earning assets and interest-bearing liabilities. 7 Also of significance to the Company's net income is its provision for estimated loan losses, as well as the amount of noninterest income derived from activities that are not dependent on spread based lending. Transaction charges, non-deposit products and additional services are under continuous consideration to augment the non-interest income contribution to the net earnings of the Bank. The Company's deposit flows and cost of funds are determined by interest rates on competing investments and general market rates of interest. Lending activities are affected by consumer demand, the interest rates in the market and the level of funds available. The Company grants loans throughout the Southern Maryland area. Its borrowers' ability to repay is, therefore, dependent upon the economy of Southern Maryland. SELECTED FINANCIAL DATA Six Months Ended June 30, 1999 1998 ----------- ----------- Condensed Income Statement Interest Income $ 7,871,166 $ 7,658,340 Interest Expense 3,574,952 3,639,727 Net Interest Income 4,296,214 4,018,613 Provision for Loan Losses 120,000 120,000 Noninterest Income 686,425 813,074 Noninterest Expenses 2,904,785 2,670,150 Income Before Income Taxes 1,957,854 2,041,537 Income Tax Expense 735,000 724,000 Net Income 1,222,854 1,317,537 Per Common Share Basic Earnings $ 1.47 $ 1.64 Diluted Earnings 1.38 1.54 Book Value 27.20 25.05 FINANCIAL CONDITION Assets Total assets as of June 30, 1999 grew $5.9 million to $212.9 million from the December 31, 1998 level of $207.0 million. This reflects a growth rate of 2.9% as compared to 1.5% asset growth during the same period in 1998. Continuing development of the Southern Maryland area as a bedroom community for Washington, DC workers and military base expansion in the Bank's market area have maintained a strong real estate market. Mortgage loan originations during the first six months of 1999 were $32,979,000, compared to $40,795,000 during the first six months of 1998, a 19% decline. Loan sales and repayments during the first six months of 1999 were $30,973,000, compared to $35,501,000 during the first six months of 1998, a 13% decline. The higher rate environment in 1999 reduced or eliminated the incentive for homeowners to refinance their loans. The Bank was able to retain its overall market share by offering competitive residential loan products as well as emphasizing products outside the single family residential loan group. With its increased focus on consumer and commercial loans, the Bank continued to attract these customers in greater numbers, resulting in a change in the portfolio mix. At June 30, 1999, consumer and commercial loans comprised 29.0% of the loan portfolio, compared to 23.8% at December 31, 1998. The allowance for loan losses was maintained at a level believed by management to be adequate to absorb potential losses consistent with the risk profile of the loan portfolio. Management's determination of the adequacy of the allowance is based on a periodic evaluation of the portfolio with consideration given to the overall loss experience; current economic conditions; volume, growth and composition of the loan portfolio; financial condition of the borrowers; and other relevant factors that, in management's judgment, warrant recognition in providing an adequate allowance. A $120,000 provision for loan losses was made during the first six months of 1999 in accordance with management's policy described above. 8 The Company's holdings of investment securities increased $5.4 million, or 9.2%, since December 31, 1998. The Bank experienced a slow down of the early payoff of its securities which had accelerated in 1998. For securities with mortgage loans as the underlying collateral, prepayments closely tracked the refinance volume prevalent in the industry during the low rate environment. When possible, the funds received from payoff of these securities were used to acquire similar investments, though generally at a lower yield reflecting the current market conditions at the time of purchase. Other security purchases were funded with wholesale borrowings. The level of property and equipment balances increased $182,000 as branch and administrative office renovations were completed, construction commenced on the new "express" branch and the Bank continued to upgrade its computer equipment as a result of its Y2K readiness preparation. Liabilities Liability growth was managed to reflect the change in asset levels. Deposit balances increased by 2.9% for the six months ended June, 1999. The Bank's strategy has been to focus on attracting customers disenfranchised by the shrinking pool of locally run banks in Southern Maryland. Competition for bank deposits continues to be intense with nondeposit investments capturing an increasing share of its customers' financial assets. Stockholders' Equity Stockholders' equity increased $323,000 or 1.5% to $21.5 million at June 30, 1999 compared to $21.1 million at December 31, 1998. This reflects the net income of $1,223,000 for the six month period and a $563,000 decrease in accumulated other comprehensive income. Reductions in equity occurred as a result of a $.20 per share cash dividend paid to shareholders and the use of $266,000 to purchase shares in the open market. The cash dividends were distributed to shareholders on April 15, 1999. The Company's book value per share, $27.20 at June 30, 1999, reflects a 1.6% increase over December 31, 1998's level of $26.77. The ESOP acquired shares utilizing the line of credit available from the Corporation. Whenever the ESOP purchases shares using such borrowed funds, the shares purchased are pledged as collateral for the loan and the loan balance is reflected as a reduction of stockholders' equity. As part of its capital management strategy, the Board has approved certain purchases, for retirement, of shares offered for sale by its stockholders. The cash for these purchases was provided to the Company through a $750,000 cash dividend from the Bank in 1998. The Board of Directors approved a $1,000,000 cash dividend from the Bank in 1999 to provide the funds necessary for such purchases. RESULTS OF OPERATIONS The Company's net income for the six months ended June 30, 1999 decreased $95,000 or 7.2% from 1998's levels. As described in more detail in following sections of this analysis, significant changes in specific income and expense line items generated this decrease, rather than an overall trend applicable to all areas. The decrease in net income for the six months ended June 30, 1999 resulted from a $278,000 increase in net interest income, an $127,000 decrease in noninterest income, an increase of $234,000 in noninterest expenses and a $11,000 increase in income tax expense. Interest and Dividend Income Interest and dividend income on investment securities increased $171,000 or 9.2% in the first six months of 1999 compared to the first six months of 1998. This corresponds to the $5.3 million or 9.2% increase in the investment portfolio balance. However, the interest rates available in the market have been steadily declining, and as investments mature or pay off, they are replaced with lower yielding securities, resulting in lower overall yield on the portfolio. The Bank has utilized a strategy of leveraging its net worth since the fourth quarter of 1996. When opportunities become available, an investment is purchased with maturity and rate terms that can be reasonably matched with available borrowings to generate a specified net yield. Alternatively, there have been opportunities to purchase relatively short-lived securities, those with projected lives of a year or less. These have often been funded with borrowings that reprice daily because short-term borrowing rates have been very low. In such cases, the daily rate borrowing level is monitored closely so that a reversal of the low rate borrowing will be identified early and longer term financing can be secured. The portfolio net spread, the difference between interest earned on all interest-earning assets and interest paid on all 9 interest-bearing liabilities, has remained virtually constant over the last five years. The variance between the high of 3.67% in 1999 and the low of 3.54% in March 1994 is only 13 basis points or 3.7%. The variance over the last three years is only 9 basis points or 2.5%. The 6.6% overall growth in net interest income for the six months ended June 30, 1999 over the comparable period results in 1998 is, therefore, attributable to the balance sheet growth, not yield appreciation. Noninterest Income In 1998, the Bank experienced a heavy volume of mortgage originations as consumers reacted to lower market rates and increased gains on sales of loans originated for the purpose of resale. This high volume was maintained through the first quarter of 1999, but fell off significantly in the second quarter of 1999 and, consequently, loan origination-related noninterest earnings declined. Noninterest Expense The Bank experienced an increase in noninterest expenses of $234,000 or 8.8% for the six months ended June 30, 1999 compared to the six months ended June 30, 1998. Compensation related expenses increased $171,000, or 11.5%, as the Bank has created new positions to meet the needs of a commercial bank and its customers. Occupancy costs increased $41,000 or 19.2% as a result the operation of the branch located near the St. Charles mall and expansion of its Dunkirk branch facility. Depreciation expense increased $53,000 or 70% due to high levels of fixed asset acquisitions in connection with branch expansion, the administrative office expansion and acquisition of data processing equipment for Y2K readiness. Earnings Per Share Primary earnings per share for the six months were $1.47 per share or $.17 lower than for the corresponding period in 1998. MARKET RISK ANALYSIS The Bank's management reviews the sensitivity of the market value of the portfolio equity and interest rate sensitivity of net income. The changes in the market value of portfolio equity, as well as the interest income sensitivity, are caused by shifts in the market rates of interest and can cause a negative or a positive impact in given scenarios. The portfolio is subjected to periodic modeling to test the effects of sudden and sustained interest rate shocks on the market value and the net interest income sensitivity. The Basle Committee on Banking Supervision has set standard measures of portfolio market value equity and interest income sensitivity in a shock environment of an up or down 200 basis point shift in assumed interest rates. The impact of such a shock on the Bank's portfolio is as follows: June 30, 1999 June 30, 1998 ------------- ------------- Market value of portfolio: Interest rate changes: Up 200 basis points -15% -7% Down 200 basis points +5% +3% Interest rate sensitivity: Interest rate changes: Up 200 basis points +1% +7% Down 200 basis points -1% -8% The Bank's exposure to a 200 basis point increase in interest rates would result in a decline in the market value of portfolio equity of 15% at June 30, 1999, compared to a projected decline of 7% at June 30, 1998 in the same adverse scenario. A 200 basis point downward shift in rates would have a slightly more positive effect on the portfolio at June 30, 1999 compared to 1998. This reflects the impact of multi-year flat yield curves at lower rate levels. As prepayments have occurred, reinvestment of the proceeds was at lower yields. An immediate market rate increase would make those new investments less valuable. Because the net income of the Bank and Company is derived through the interest spread of the net portfolio, management is less concerned with the shock of interest rates on the market value than it is on the interest rate sensitivity because the assets are employed for their income production rather than value appreciation. 10 Interest rate sensitivity reflects the change in the Bank's net interest income given assumed interest rate shifts. In the scenarios presented, the Bank's inerest income is at little risk from either an upward or downward 200 basis point shift. The changes in the market value as well as the net interest income are well within the boundaries established by the Board. YEAR 2000 READINESS The Bank's management and Board of Directors has been monitoring the problems created by the year 2000 (Y2K) and its effect on data processing systems. The Bank's capitalized cost of new technology and software over the last three years has exceeded $520,000 and additional costs in the current and next year could reach $100,000. All software systems have been upgraded. These software costs were expensed during the years as a part of ongoing data operations expense. The current technology utilized by the Bank and its eight locations has been subjected to periodic reviews by its regulators. Testing of the systems with third party providers has been ongoing through 1998 and early 1999. The Board is closely involved with this project and is aware that third party providers of data processing services are conducting their own Y2K projects to ensure that their users have adequate coverage of the problem. However, the Board also realizes that third party providers' compliance is largely out of the Bank's control and is monitoring their progress. Because of the Company's reliance on third party data processing services, it does not anticipate any material expenditures associated with the Y2K issue. There can be no assurance that the Bank and its third party providers will be successful in making all necessary changes to avoid computer system failure related to the year 2000. REGULATORY MATTERS The Bank is subject to Federal Reserve Board capital requirements as well as statutory capital requirements imposed under Maryland law. At June 30, 1999, the Bank's tangible, leverage and risk-based capital was 9.6%, 10.4% and 17.8%, respectively. These levels are well in excess of the required 4.0%, 4.0% and 8.0% ratios required by the Federal Reserve Board. 11 TRI-COUNTY FINANCIAL CORPORATION -------------------------------- PART II - OTHER INFORMATION --------------------------- Item 6 - Exhibits A. Exhibits (27) Financial Data Schedule 12 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. Tri-County Financial Corporation: Date: 8/13/1999 By: /s/ Michael L. Middleton ------------------------- --------------------------------- Michael L. Middleton, President and Chairman of the Board Date: 8/16/99 By: /s/ Eileen M. Ramos ------------------------- --------------------------------- Eileen M. Ramos Chief Financial Officer 13