To Our Stockholders: We are pleased to provide you with the First Annual Report of Community Federal Bancorp, Inc. since becoming a Stock Company as of March 25, 1996. Net earnings for the fiscal year ended September 30, 1996, amounted to $2.1 million, an increase of 5.4% from September 30, 1995. These earnings resulted in a 1.05% return on assets. Legislation was passed in 1996 to recapitalize the Savings Association Insurance Fund ("SAIF") with a one time assessment. This was a cost to Community Federal of $863,000 , $535,000 net of tax benefit, thus our earnings would have been approximately $2.6 million without this assessment. This action will have a positive effect on our future earnings by reducing our SAIF premium by seventeen (17) basis points. Stockholders' Equity as of September 30, 1996 was $67.1 million, an increase of 186.6% over September 30, 1995. This growth was primarily due to the infusion of capital from our successful stock conversion. Total assets increased during the fiscal year 25.9% to $204 million, of which 25.6% of the increase was due to the conversion. Your Company is well capitalized and profitable. We look to the future with optimism and a determination to serve this area with personal service and dedication. We appreciate your investment in this Company and ask for your continued support. Jim Ingram Community Federal Bancorp, Inc. President and Chief Executive Officer COMMUNITY FEDERAL BANCORP, INC. Community Federal Bancorp, Inc. (the "Company") was incorporated at the direction of management of Community Federal Savings Bank (the "Bank") for the purpose of serving as a savings institution holding company of the Bank upon the acquisition of all of the capital stock issued by the Bank upon its conversion from mutual to stock form (the "Conversion") effective March 25, 1996. The Company is classified as a unitary savings institution holding company and is subject to regulation by the Office of Thrift Supervision ("OTS"). The Bank was organized in 1933 as a federally chartered mutual savings and loan association, at which time it also became a member of the Federal Home Loan Bank ("FHLB") System and obtained federal deposit insurance. The Bank currently operates through its banking office located in Tupelo, Mississippi. At September 30, 1996, the Bank had total assets of $204.0 million, deposits of $131.7 million, and stockholders' equity of $67.1 million, or 32.9% of total assets. The Bank's business strategy has been to operate as a profitable and independent community-oriented savings institution dedicated to providing quality customer service. Generally, the Bank has sought to implement this strategy by using retail deposits as its sources of funds and maintaining most of its assets in mortgage-backed securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC"), the Government National Mortgage Association ("GNMA") and the Federal National Mortgage Association ("FNMA"), loans secured by owner-occupied one-to-four-family residential real estate located in Lee County, Mississippi and portions of the surrounding counties,(" the Bank's market area"), U.S. government and agency securities, interest-earning deposits, cash and equivalents and consumer loans. The Bank's business strategy incorporates the following key elements: (1) remaining a community-oriented financial institution while maintaining a strong core customer base by providing quality service and offering customers the access to senior management and services that a community-based institution can offer; (2) attracting a relatively strong retail deposit base from the communities served by the Bank's banking offices; (3) maintaining asset quality by emphasizing investment in local residential mortgage loans, mortgage-backed securities, and other securities issued or guaranteed by the U.S. government or agencies thereof; and (4) maintaining liquidity and capital substantially in excess of regulatory requirements. As a federally chartered savings institution, the Bank is subject to extensive regulation by the OTS. The lending activities and other investments of the Bank must comply with various federal regulatory requirements, and the OTS periodically examines the Bank for compliance with various regulatory requirements. The Federal Deposit Insurance Company ("FDIC") also has the authority to conduct special examinations. The Bank must file reports with OTS describing its activities and financial condition and is also subject to certain reserve requirements promulgated by the Board of Governors of the Federal Reserve System ("Federal Reserve Board"). MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's common stock began trading on the NASDAQ on March 26, 1996, under the symbol "CFTP." At September 30, 1996, there were 4,628,750 shares of the common stock outstanding and approximately 1082 stockholders of record. The payment of dividends on the Common Stock is subject to determination and declaration by the Board of Directors of the Company. The Board of Directors has adopted a policy of paying quarterly cash dividends on the Common Stock. In addition, from time to time, the Board of Directors may determine to pay special cash dividends in addition to, or in lieu of, regular cash dividends. The payment of future dividends will be subject to the requirements of applicable law and the determination by the board of Directors of the Company that the net income, capital, and financial condition of the Company and the Association, thrift industry trends, and general economic conditions justify the payment of dividends, and there can be no assurance that dividends will be paid, or, if paid, will continue to be paid in the future. The following table sets forth information as to high and low sales prices of the Company's common stock and cash dividends per share of common stock for the calendar quarters indicated. Price Per Share Dividends Per Share High Low Regular Special Fiscal 1996: Second quarter $13.500 $11.750 $.000 $.000 Third quarter $13.475 $12.375 $.075 $.000 Fourth quarter $13.625 $12.250 $.075 $.000 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA Year Ended September 30, 1996 1995 1994 1993 1992 (In thousands) INCOME STATEMENT DATA: Total interest income $13,150 $11,016 $10,011 $10,275 $11,154 Total interest expense 6,950 6,267 6,438 5,312 6,701 Net interest income 6,200 4,749 3,573 4,963 4,453 Provision for loan losses 20 30 25 100 190 Net interest income after provision for loan losses 6,180 4,719 3,548 4,863 4,263 Noninterest income 188 132 752 133 173 Noninterest expense 3,036 1,672 1,840 1,508 1,248 Income before income taxes 3,332 3,179 2,460 3,488 3,188 Provision for income taxes 1,184 1,144 1,012 1,171 1,060 Cumulative effect of change in accounting principle 0 0 131 0 0 Net income $ 2,148 $ 2,035 $ 1,317 $ 2,317 $ 2,128 Earnings per share (1) $.27 N/A N/A N/A N/A At September 30, 1996 1995 1994 1993 1992 (In thousands) BALANCE SHEET DATA: Total assets $204,017 $162,042 $154,600 $147,909 $141,799 Loans receivable, net 117,631 97,988 84,269 84,429 84,657 Mortgage-backed and related securities 50,974 31,071 33,755 29,043 28,537 Securities 28,893 27,890 30,146 15,615 10,429 Deposits 131,740 134,555 131,989 129,035 125,507 Stockholders' equity 67,139 23,427 20,394 17,650 15,200 Year Ended June 30, 1996 1995 1994 1993 1992 (In thousands) KEY OPERATING DATA: Return on average assets 1.1% 1.3% 0.9% 1.6% 1.6% Return on average equity 4.4 9.4 7.0 14.0 15.0 Average equity to average assets 26.2 13.6 12.4 11.1 10.4 Dividend payout ratio (1) 57.9 N/A N/A N/A N/A Number of offices 1 1 1 1 1 (1) Earnings per share and dividend payout ratio are presented from the conversion date, March 25, 1996. ITEM 5.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General As is the case with most savings institutions, the profitability of the Savings Bank depends primarily on its net interest income, which is the difference between interest and dividend income on interest-earning assets, principally loans, mortgage-backed securities and investment securities, and interest expense on interest-bearing deposits. The Savings Bank's net earnings also is dependent, to a lesser extent, on the level of provision for loan losses, its non-interest income and non-interest expenses, such as compensation and benefits, occupancy and equipment, deposit insurance premiums, and miscellaneous other expenses, as well as provisions for federal and state income tax. Business Strategy The Company's goal is to continue to serve its Primary Market Area as an independent, consumer-oriented financial institution dedicated to financing home ownership and providing needed financial services to its customers in an efficient manner. The principal components of its business strategy are discussed below. Emphasis on Traditional Lending in its Primary Market Area. The Savings Bank is a traditional savings bank operating in northeastern Mississippi. The Savings Bank's primary lending emphasis has been the origination for portfolio of one-to-four family residential first mortgage loans. The Savings Bank generally limits its lending activities to its Primary Market Area. The Savings Bank believes that it has a substantial market share in Lee County and competitive market shares in the other counties in which it operates, both with respect to deposits and first mortgage loans. In order to offer a broader array of loan products to its customers, in fiscal 1995 the Savings Bank began to originate automobile and commercial loans. Interest Rate Risk Management. The Savings Bank has actively sought to reduce vulnerability of its operations to changes in interest rates by managing the imbalance between its interest-earning assets and interest-bearing liabilities with shorter-term and more liquid securities and other investments. To achieve this goal, the Savings Bank has invested new funds from deposit growth and earnings and funds from repayments of loans and securities into mortgage-backed securities and collateralized mortgage obligations ("CMO") and government-related securities with a maturity or average life of five years or less. Moreover, the automobile and commercial loans that the Savings Bank began to originate in fiscal 1995 will add additional shorter-term loans that will be held in the Savings Bank's loan portfolio. Maintain Asset Quality. Management believes that high asset quality is a key to long-term financial success. As a result, the loans which are emphasized by the Savings Bank and its related policies and practices are intended to maintain a high level of asset quality and reduced credit risk. At September 30, 1996, the Savings Bank's non-performing assets, which consist of non-accrual loans, accruing loans greater than 90 days delinquent and real estate acquired through foreclosure or by deed-in-lieu thereof, amounted to $717,000 or 0.35% of the Savings Bank's total assets. High Levels of Regulatory Capital and Moderate Growth. The Savings Bank seeks to maintain high levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions. These levels of capital have been achieved through the conversion and consistent earnings enhanced by low levels of non-interest expenses at the Savings Bank's single office and have been maintained at those high levels as a result of its policies of moderate growth generally confined to its Primary Market Area. At September 30, 1996, the Savings Bank's tangible, core and risk-based capital ratios amounted to 22.8%, 22.8%, and 50.8%, respectively, which exceeded the minimum requirements of 1.5%, 3.0%, and 8.0%, respectively. Low Non-Interest Expense. The Savings Bank's non-interest expenses were 1.6% of average total assets for the fiscal year ended September 30, 1996 and have averaged approximately 1.1% of average total assets annually for each of the five fiscal years in the period ended September 30, 1996. A principal factor in the Savings Bank's low-level of non-interest expenses is its single office operation. Asset/Liability Management The ability to maximize net interest income is largely dependent upon the achievement of a positive interest rate spread that can be sustained during fluctuations in prevailing interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities which either reprice or mature within a given period of time. The difference, or the interest rate repricing "gap," provides an indication of the extent to which an institution's interest rate spread will be affected by changes in interest rates. A gap is considered positive when the amount of interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities, and is considered negative when the amount of interest-rate sensitive liabilities exceeds the amount of interest-rate sensitive assets maturing or repricing within a given period. Generally, during a period of rising interest rates, a negative gap within shorter maturities would adversely affect net interest income, while a positive gap within shorter maturities would result in an increase in net interest income, and during a period of falling interest rates, a negative gap within shorter maturities would result in an increase in net interest income while a positive gap within shorter maturities would have the opposite effect. The lending activities of savings associations have historically emphasized long-term, fixed-rate loans secured by one-to-four family residences, and the primary source of funds of such institutions has been deposits. The deposit accounts of savings associations generally bear interest rates that reflect market rates and largely mature or are subject to repricing within a short period of time. This factor, in combination with substantial investments in long-term, fixed-rate loans, has historically caused the income earned by savings associations on their loan portfolios to adjust more slowly to changes in interest rates than their cost of funds. In addition, during the 1980s, the Savings Bank sold a small percentage of the mortgage loans it originated to FNMA but retained the servicing on such loans. The Savings Bank no longer actively sells loans with servicing rights retained. As a result, the servicing portfolio has decreased from $5.7 million at September 30, 1993 to $2.2 million at September 30, 1996 due to principal repayments. See Note 5 of the Notes to Financial Statements. The Savings Bank originates both fixed- and adjustable-rate residential real estate loans as market conditions dictate. In the current interest rate environment, it generally offers fixed-rate loans up to a 15-year term and adjustable-rate loans with a maximum term of 30 years. All of the adjustable-rate loans in the Savings Bank's loan portfolio are indexed to the National Average Mortgage Rate Index, published by the FHLB System monthly and are adjusted on an annual basis after an initial fixed-rate period of up to three years. While the Savings Bank does not currently sell any of its adjustable-rate one-to-four family residential loans, a substantial portion of such loans in the Savings Bank's portfolio would qualify for sale and securitization under FHLMC, FNMA, and Government National Mortgage Association ("GNMA") guidelines. At September 30, 1996, $45.6 million or 44.8% of the Savings Bank's loans, before net items, were fixed-rate one-to-four family residential mortgages, and $56.4 million or 55.2% were adjustable-rate one-to-four family residential first mortgage loans. All of these adjustable loans have interest rates that adjust annually after an initial fixed-rate period of up to three years with a substantial majority first adjusting two years after origination. As market demand for adjustable-rate mortgage loans has decreased, the Savings Bank has combined origination of shorter-term fixed-rate loans and one-year adjustable loans with the purchase of low-risk CMOs and government-related securities with a maturity or average life of five years or less or with adjustable rates and investment in mutual funds. All of the Savings Bank's CMOs are backed by U.S. government securities and are first-tranche CMO investments to minimize risk. The Savings Bank's mutual fund portfolio consists of funds backed by short-term U.S. government securities and adjustable-rate loans secured by one-to-four family residences. In addition, during fiscal 1996 and 1995, respectively, $1,307,000 and $845,000 of the Savings Bank's automobile loans were originated by the Savings Bank. Previously, during fiscal 1994, 1993, and 1992 the Savings Bank purchased a total of $2.9 million of automobile loans with contractual terms ranging from one to four years. During fiscal 1995, the Savings Bank also began to originate one to four family residential short-term Balloon mortgages, one to four family residential bridge loans and commercial loans. Emphasis on shorter term and adjustable-rate loans and shorter term securities helps the Savings Bank limit its exposure to rising interest rates. The Savings Bank anticipates continuing to follow this policy of investing in shorter-term securities and loans for as long as long-term interest rates remain at their current level or lower and will reevaluate it if there is a material and prolonged rise in interest rates. Notwithstanding the foregoing, however, because the Savings Bank's interest-bearing liabilities which mature or reprice within short periods exceed its earning assets with similar characteristics, material and prolonged increases in interest rates generally would adversely affect net interest income, while material and prolonged decreases in interest rates generally, but to a lesser extent because of their historically low levels, would have a positive effect on net interest income. At June 30, 1996, based on the most recent available information provided by the OTS, it was estimated, on an unaudited basis, that the Bank's net portfolio value ("NPV") (the net present value of the Bank's cash flows from assets, liabilities, and off-balance sheet items) would decrease 6%, 12%, 21%, and 29% and increase 5%, 10%, 12%, and 15% in the event of 1%, 2%, 3%, and 4% increases and decreases in market interest rates, respectively. These calculations indicate that the Bank's NPV could be adversely affected by increases in interest rates but could be favorably affected by decreases in interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments, and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in such computations. In order to mitigate its interest rate risk, the Bank maintains substantial capital levels that management believes are sufficient to sustain unfavorable movements in market interest rates. The OTS uses the NPV calculation to monitor institutions' interest rate risk exposure ("IRR"). The OTS has promulgated regulations regarding a required adjustment to an institution's risk-based capital based on IRR. The application of the OTS' methodology quantifies IRR as the change in the NPV which results from a theoretical 200 basis point increase or decrease in market interest rates. If the NPV from either calculation would decrease by more than 2% of the present value of the institution's assets, the institution must deduct 50% of the amount of the decrease in excess of such 2% in the calculation of risk-based capital. The IRR regulations were originally effective as of January 1, 1994, subject to a two quarter "lag" time between the reporting date of the data used to calculate an institution's interest rate risk and the effective date of each quarter's interest rate risk component. However, the Director of the OTS indicated that it would waive the capital deductions for institutions with a greater than "normal" risk until the OTS publishes an appeals process. If implemented, the Savings Bank would still have exceeded the regulatory requirement. Changes in Financial Condition At September 30, 1996, the Company's assets totaled $204.0 million, as compared to $162.0 million at September 30, 1995. Total assets increased by $42.0 million, or 25.9%, from September 30, 1995 to September 30, 1996. The increase in total assets during this period was principally funded through $41.4 million in net proceeds from the stock offering. The increase in total assets at September 30, 1996 was due primarily to a $19.6 million, or 20.0% increase in the Savings Bank's loans receivable, net and a $20.6 million, or 35.5% increase in securities. The $19.6 million increases were the result of the Company's election to invest a substantial portion of its new and excess funds into loans, especially one-to-four family residential, construction and consumer loans and securities. During the fiscal year ended September 30, 1996, total deposits decreased by $2.8 million, or 2.1%, to $131.7 million. This decrease was the results of withdrawals from deposit accounts maintained with the Savings Bank for payment of The Company's common stock during the stock offering. Primarily, as a result ofthe stock offering and an increase in unrealized gain on securities available for sale, net of deferred taxes, of $642,000, the Company's equity increased by $43.7 million to $67.1 million at September 30, 1996 compared to $23.4 million at September 30, 1995. Results of Operations for the Years Ended September 30, 1996, 1995, and 1994 The Company had net income of $2.1 million for the year ended September 30, 1996 compared to net income of $2.0 million for fiscal 1995. The $100,000 increase in net income represented a 4.9% increase over fiscal 1995. Net income for fiscal 1996 was materially affected by a one time special assessment to recapitalize the Savings Association Insurance Fund ("SAIF"). Net Income would have been approximately $2.6 million for the year ended September 30, 1996, a $600,000 or 29.5% increase over fiscal year ended September 30, 1995, had the Bank not paid $863,000, $535,000 net of taxes benefit, for this one time assessment. The Company's net income of $2.0 million for the fiscal year ended September 30, 1995 represented an increase of $700,000 or 54% over fiscal 1994. Net income for fiscal 1994 was materially affected by three one-time events: (1) the $1.2 million special interest payment, (2) the $382,000 stock offering expense, and (3) a $744,000 gain on the sale of FHLMC stock from the Company's available for sale portfolio sold to partially fund the special interest payment. But for these events, the Company's net income for fiscal 1994 would have been $1.8 million and net income for fiscal 1995 would have increased by approximately $200,000 or 15.4% as compared to fiscal 1994. Net Interest Income. The Company's net interest income is determined by its interest rate spread (i.e., the difference between the yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. Total interest income increased by $2.1 million, or 19.4%, in the fiscal year ended September 30, 1996 compared to fiscal 1995. The increase was due primarily to a $1.5 million or 21.6% increase in interest and fees on loans receivable as the average balance increased by $13.6 million or 15.0% and the average interest rate earned on loans increased 0.44% to 8.20%. Interest income and dividends on securities held to maturity and securities available for sale (including, mortgage backed securities, CMO, Mutual Funds, and government-related securities) increased $320,000 or 8.5% resulting from an increase in the average balance of $9.0 million or 15.5%, while the average yield decreased from 6.35% to 5.96%. Interest income from other interes earning assets increased $244,000 or 110.0% as the average balance increased $5.1 million while the average yield declined form 5.33% to 5.03%. Total interest income increased by $1.0 million, or 10.0%, for the fiscal year ended September 30, 1995 compared to the fiscal year ended September 30, 1994. This increase was due primarily to a $588,000, or 9.1%, increase in interest and fees on loans as the average balance increased by $7.6 million or 9.1% while the average interest rate earned on loans remained 7.76%. Interest income on mortgage-backed and related securities (including collateralized mortgage obligations) increased $143,000 or 7.3%, primarily resulting from an increase in the average yield from 5.63% to 6.45%. Interest income and dividends on securities (including mutual funds and mortgage-backed securities available for sale) increased by $460,000 or 38.2% for fiscal year 1995 compared to fiscal year 1994 as the average balance increased by $5.1 million or 23.7% and the average yield increased to 6.22% from 5.57%. Interest income from other interest-earning assets fell $185,000, or 45.6%, to $221,000 for 1995 as a result of a 62.5% decline in the average balance to $4.1 million. Total interest expense increased by $682,000, or 10.9%, in fiscal year ended September 1996 compared to fiscal year ended September 30, 1995. Such increase was primarily the result of a a 50 basis point (1.0% equaling 100 basis points) increase in the average rate paid on interest bearing liabilities in response to market conditions. The increase of $2.2 million on average balance of deposits was offset by the decrease of $2 million in average balance of FHLB advances that the Savings Bank obtained from FHLB of Dallas in fiscal year 1995. Interest expense on deposits and borrowings decreased by $171,000, or 2.7%, during the fiscal year ended September 1995 compared to fiscal 1994. Such decrease was due primarily to a decrease in interest paid on deposits, as a result of 22 basis point decrease in the average rate paid. The decrease in interest paid on deposits was partially offset by the $148,000 o finterest paid on FHLB advances that the Savings Bank obtained from the FHLB of Dallas during fiscal 1995. The Savings Bank borrowed from the FHLB of Dallas to meet short-term liquidity needs at interest rate that were lower than funds then available in its traditional deposit market. The Savings Bank's net interest income increased by $1.5 million, or 30.6%, in fiscal 1996 compared to fiscal 1995. The Savings Bank's interest rate spread was 2.04% in fiscal 1996 as compared to 2.49% in fiscal 1995. The changes in the interest rate spread during the period were primarily the result of a slightly increasing interest rate environment in which the Savings Bank's interest-earning assets increased less rapidly than interest-bearing liabilities. As a result of the foregoing, the Savings Bank's net interest income increased by $1.2 million, or 32.9%, during the fiscal year ended September 30, 1995 compared to fiscal 1994. The Savings Bank's interest rate spread was 2.49% for the fiscal year ended September 30, 1995 compared to 1.81% for the fiscal year ended September 30, 1994. However, but for the special interest payment in fiscal 1994, net interest income would have been $4.8 million and the interest rate spread for fiscal 1994 would have been 2.74%. Provision for Loan Losses. The Savings Bank's provision for loan losses was $20,000 during the fiscal year ended September 30, 1996 compared to $30,000 and $25,000 during fiscal 1995 and 1994, respectively. Provisions for loan losses are charged to earnings to bring the total allowance to a level deemed appropriate by management based on the volume and type of lending conducted by the Savings Bank. Provisions in fiscal 1995 and 1996 were made in order to adjust the allowance for the increased volume of mortgage loans as well as the expansion of consumer and commercial lending. Commercial and consumer loans traditionally have a higher rate of default and are secured by collateral that often depreciates or is less liquid than the real estate securing mortgage loan. The Savings Bank's methodology for evaluating the adequacy of its allowance for loan losses, which conforms with GAAP, considers collateral valuation, changes in the loan portfolio mix and certain economic indicators, causing it to be a leading indicator of inherent risk in the loan portfolio. Accordingly, it is not necessarily reflective of past trends in charge-offs and other factors. The methodology incorporates economic indicators such as growth in personal income and unemployment rates as well as other economic indicators affecting the Savings Bank's market area and considers higher risk loan groups, including growth in the Savings Bank's consumer and multi-family and non-residential loan portfolios. Non-Interest Income. Non-interest income was $188,000 in fiscal 1996, an increase of $56,000, or 42.4%, compared to non-interest income of $132,000 in fiscal 1995. The primary difference in non-interest income between fiscal 1996 and fiscal 1995 was the $55,000 net gain on the sale of securities in fiscal 1996 compared to a $0 net gain on the sale of securities in fiscal 1995. Non-interest income amounted to $132,000 for the fiscal year ended September 30, 1995 compared to $752,000 for fiscal 1994. The decrease was due primarily to a $646,000 decrease in net gains on sales of securities. The gains on sales of securities in fiscal 1994 were primarily the result of the sale of FHLMC stock from the Savings Bank's available for sale portfolio that was sold in order to partially fund the special interest payment. Non-Interest Expenses. The primary reasons for the increase in non-interest expenses in fiscal 1996 compared to fiscal 1995 were the $863,000 one-time special assessment of 65.7 basis points on SAIF insured deposits as of March 31, 1995 and the $314,000 increase in compensation and benefits which resulted from increased personnel, merit raises, and $220,000 in ESOP expense which was new in fiscal 1996. Non-interest expenses amounted to $1.7 million during the fiscal year ended September 30, 1995, a $168,000, or 9.1%, decrease over the $1.8 million of non-interest expenses during the year ended September 30, 1994. Non-interest expenses during the year ended September 30, 1994 exceeded non-interest expenses in fiscal 1993 by $332,000 or 22.0%. The primary reason for the decrease in non-interest expenses in fiscal 1995 compared to fiscal 1994 was the decrease of $339,000 or 45.4% in other expenses which were partially offset by an increase of $145,000 or 20.9% in compensation and benefits. Other expenses decreased substantially in fiscal 1995 compared to fiscal 1994 because of the $382,000 stock offering expense incurred in fiscal 1994. The primary reasons for the 1995 increase in the compensation and benefits expense were a modification in the formula used to calculate annual bonus payments from 7% to 15% of total salaries and the addition of two employees including Vice President Mark Burleson to head the consumer and commercial lending department. Income Taxes. The provision for income taxes was $1.2 million, $1.1 million, and $1.0 million in fiscal 1996, 1995, and 1994, respectively. The changes in such respective amounts primarily reflect the fluctuations in levels of income before income taxes of the Company during those fiscal years of $3.3 million, $3.2 million, and $2.5 million, respectively. See Note 10 of the Notes to Consolidated Financial Statements. Liquidity and Capital Resources The Savings Bank is required under applicable federal regulations to maintain specified levels of "liquid" investments in qualifying types of United States Government, federal agency, and other investments having maturities of five years or less. Current OTS regulations require that a savings association maintain liquid assets of not less than 5% of its average daily balance of net withdrawable deposit accounts and borrowings payable in one year or less, of which short-term liquid assets must consist of not less than 1%. Monetary penalties may be imposed for failure to meet applicable liquidity requirements. At September 30, 1996, the Savings Bank's liquidity, as measured for regulatory purposes, was in excess of the minimum OTS requirement. Cash was generated by the Savings Bank's operating activities during the years ended September 30, 1996, 1995, and 1994, primarily as a result of net income. The adjustments to reconcile net income to cash provided by operating activities during the periods presented consisted primarily of amortization of premiums and discounts, proceeds from the sale of loans, and increases or decreases in interest and dividends receivable, prepaid income taxes, accrued interest payable, and accrued expenses and other liabilities. The primary investing activity of the Savings Bank is lending, which is funded with cash provided by operations, as well as principal collections and maturities of interest-bearing deposits in banks. For additional information about cash flows from the Savings Bank's operating, financing, and investing activities, see the Statements of Cash Flows included in the Consolidated Financial Statements. At September 30, 1996, the Savings Bank had outstanding $2.1 million in commitments to originate loans and $1.4 million in commitments under unadvanced construction loans. At the same date, the total amount of certificates of deposit which are scheduled to mature by September 30, 1997 was $88.4 million. The Savings Bank believes that it has adequate resources to fund commitments as they arise and that it can adjust the rate on savings certificates to retain deposits in changing interest rate environments. If the Savings Bank requires funds beyond its internal funding capabilities, advances from the FHLB of Dallas are available as an additional source of funds. The Savings Bank is required to maintain specified amounts of capital pursuant to OTS regulations. The capital standards generally require the maintenance of regulatory capital sufficient to meet a tangible capital requirement, a core capital requirement, and a risk-based requirement. At September 30, 1996, the Savings Bank's tangible and core capital totaled $41.8 million, or 22.8% of adjusted total assets, which exceeded the respective minimum requirements at that date by approximately $39.1 million and $36.3 million, respectively, or 21.3% and 19.8% of total assets, respectively. The Savings Bank's risk-based capital totaled $42.4 million at September 30, 1996, or 50.8% of risk-weighted assets, which exceeded the current requirement of 8.0% by approximately $35.7 million, or 42.8% of risk-weighted assets. Pending Accounting Pronouncements In March 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of. SFAS No. 121 establishes accounting standards for the impairment and disposal of long-lived assets and certain identifiable intangibles. It requires that such assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the review for recoverability, based on undiscounted expected future cash flows, indicates that impairment exists, the loss should be measured based on the fair value of the asset. The Company adopted SFAS No. 121, as was required, effective October 1, 1996, with no significant impact on the Company's financial position or on the results of its operations as long-lived assets are not significant. In May 1995, the FASB issued SFAS No. 122, Accounting for Mortgage Servicing Rights, an amendment to SFAS No. 65. This statement eliminates the accounting distinction between rights to service mortgage loans for others that are acquired through loan origination activities and those acquired through purchase transactions. The Company adopted SFAS No. 122, as was required, effective October 1, 1996 with no impact on the financial statements as the Company is not currently participating in the sale or securitization of any loans in its loan portfolio. In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 established a fair value based method for accounting for stock based compensation plans but still granted entities the option of accounting for stock based compensation plans under the provisions of APB Opinion No. 25 if they provide disclosures required by SFAS No. 123. The Company adopted the provisions of this Standard, as was required, effective October 1, 1996, and elected to account for these plans under the provisions of APB No. 25 and will provide the required disclosures in future periods. In June 1996, the FASB issued SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. Under that approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996, and is to be applied prospectively. Earlier or retroactive application is not permitted. The Company will adopt the provisions of the Standard on January 1, 1997. Based on the Company's current operating activities, management does not believe that the adoption of this statement will have a material impact on the Company's financial condition or results of operations. Impact of Inflation and Changing Prices The financial statements and related financial data presented herein have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of the Savings Bank's assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than does the effect of inflation. Average Balance, Interest, and Average Yields and Rates The following table sets forth certain information relating to the Company's average interest-earning assets and interest-bearing liabilities and reflects the average yield on assets and the average cost of liabilities for the periods and at the date indicated. Such yields and costs are derived by dividing income or expense by the average monthly balance of assets or liabilities, respectively, for the periods indicated. The table also presents information for the periods indicated and at September 30, 1996 with respect to the difference between the weighted average yield earned on interest-earning assets and the weighted average rate paid on interest-bearing liabilities, or "interest rate spread," which savings institutions have traditionally used as an indicator of profitability. Another indicator of an institution's net interest income is its "net yield on interest-earning assets." which is its net interest income divided by the average balance of interest-earning assets. Net interest income is affected by the interest rate spread and by the relative amounts of interest-earning assets and interest-bearing liabilities. When interest-earning assets approximate or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income. As of Year Ended September 30, September 30, 1996 1996 Weighted Average Yield/ Yield/Rate Balance Interest Rate (Dollars in thousands) Interest-earning assets: Loans receivable, net 7.83 104,425 8,563 8.20 Mortgage-backed and related securities (1) 6.57 41,171 2,658 6.46 Securities (2) 6.08 27,167 1,416 5.21 Other interest- earning assets (3 4.00 9,242 465 5.03 Total interest- earning assets 7.25 182,005 13,102 7.20 Non-interest-earning assets: 5,214 Total assets 187,219 Interest-bearing liabilities: Transaction accounts 2.99 26,507 621 2.79 Certificates of deposit 5.41 107,848 6,309 5.84 Borrowings 0.00 250 19 7.60 Total interest-bearing liabilities 5.08 134,605 6,949 5.16 Non-interest-bearing liabilities 3,531 Total liabilities 138,136 Equity 49,083 Total liabilities and equity 187,219 Net interest income; interest rate spread 2.17 6,153 2.04 Net interest margin (4) 3.38 Average interest-earning assets to average interest-bearing liabilities 135.21 Year Ended September 30, 1995 Average Yield/ Balance Interest Rate Interest-earning assets: Loans receivable, net $ 90,778 $ 7,041 7.76% Mortgage-backed and related securities (1) 32,422 2,092 6.45 Securities (2) 26,721 1,662 6.22 Other interest-earning assets (3) 4,149 221 5.33 Total interest-earning assets $154,070 $11,016 7.15 Non-interest-earning assets 5,288 Total assets $159,358 Interest-bearing liabilities: Transaction accounts $ 19,823 $ 549 2.77 Certificates of deposit 112,278 5,570 4.96 Borrowings 2,333 148 6.34 Total interest-bearing liabilities $134,434 $ 6,267 4.66 Non-interest-bearing liabilities 3,209 Total liabilities $137,643 Equity 21,715 Total liabilities and equity $159,358 Net interest income; interest rate spread $ 4,749 2.49% Net interest margin (4) 3.08% Average interest-earning assets to average interest-bearing liabilities 114.61% Year Ended September 30, 1994 (5) Average Yield/ Balance Interest Rate Interest-earning assets: Loans receivable, net $ 83,178 $ 6,453 7.76% Mortgage-backed and related secruties (1) 34,585 1,948 5.63 Securities (2) 21,598 1,203 5.57 Other interest-earning assets (3) 11,050 406 3.67 Total interest-earning assets $150,411 $10,011 6.66% Non-interest-earning assets 2,601 Total assets $153,012 Interest-bearning liabilities: Transaction accounts $ 26,179 $ 925 3.53% Certificates of deposit 106,357 5,513 5.18 Borrowings 0 0 0 Total interest-bearing liabilities $132,536 $ 6,438 4.85% Non-interest-bearing liabilities 1,527 Total liabilities $134,063 Equity: 18,949 Total liabilities and equity $153,012 Net interest income; interest rate spread $ 3,573 1.81% Net interest margin (4) 2.37% Average interest-earning assets to average interest-bearing liabilities 113.49% (1) Consists of mortgage-backed and related securities available for sale and held to maturity. (2) Consists of securities available for sale and securities held to maturity. (3) Consists primarily of interest-bearing deposits. (4) Net interest margin is net interest income divided by average interest-earning assets. (5) Interest expense on deposits, net interest income, interest rate spread and the net interest margin were adversely affected by the $1.2 million special interest payment. Rate/Volume Analysis The following table describes the extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected Community's interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii) changes in rate (change in rate multiplied by prior year volume), and (iii) total change in rate and volume. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume. 1996 Compared to 1995 1995 Compared to 1994 Inc Inc Inc (Dec) Total Inc (Dec) Total (Dec) Due to Inc (Dec) Due to Inc Due to Vol (Dec) Due to Vol (Dec) Rate Rate (In Thousands) Interest-Earning Assets: Loans 464 1,106 1,570 0 588 588 Mortgage-backed and related securities(1) 1 565 566 252 (108) 144 Securities (2) (274) 28 (246) (428) 887 459 Other interest- earning assets (12) 256 244 178 (363) (185) Total interest- earning assets 179 1,955 2,134 2 1,004 1,006 Interest-Bearing Liabilities: Deposits and borrowings (3) 675 8 683 (248) 77 (171) Increase (decrease) in net interest income (3) (496) 1,947 1,451 250 927 1,177 1994 Compared to 1993 Inc Inc (Dec) (Dec) Total Due to Due to Inc Rate Vol (Dec) Interest-Earning assets: Loans (619) 74 (545) Mortgage-backed and related securities (1) 6 7 13 Securities (2) 243 168 411 Other interest- earning assets (45) (99) (144) Total Interest- earning assets (415) 150 (265) Interest-Bearing Liabilities: Depostis and borrowings 1,496 (370) 1,126 Increase (decrease) in net interest income (3) (1,911) 520 (1,391) (1) Consists of mortgage-backed and related securities available for sale and held to maturity. (2) Consists of securities available for sale and securities held to maturity for 1995 and 1994. (3) A special interest payment of $1.2 million in fiscal 1994 increased the rate of deposits and borrowings and decreased the net interest during that period. Liquidity and Capital Resources The Company continues to maintain a high level of liquid assets in order to meet its funding requirements. At September 30, 1996 the Company had approximately $4.2 million in cash on hand and interest-bearing deposits in other banks which represented 2.06$ of total assets. At September 30, 1996, the Company's level of liquid assets, as measured for regulatory compliance purposes was 9.47%, or $5.8 million, in excess of the minimum liquidity requirement of 5%. At September 30, 1996, the Company had $67 million of total equity or 32.9% of total assets. The Company continues to exceed its regulatory capital requirements ratios at September 30, 1996. Tangible capital and core capital were $41.8 million, which represented 22.8% of adjusted total assets and risk-based capital was $42.4 million which represented 50.8% of total risk-weighted assets at September 30, 1996. Such amounts exceeded the minimum required ratios of 1.5%, 3.0%, and 8%, respectively, by 21.3%, 19.8%, and 42.8%, respectively. At September 30, 1996, the Company continued to meet the definition of a "well-capitalized" institution the highest of the five categories under the FDICIA prompt corrective action standards. COMMUNITY FEDERAL BANCORP, INC. Consolidated Financial Statements as of September 30, 1996 and 1995 Together With Auditor's Report REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Community Federal Bancorp, Inc.: We have audited the accompanying consolidated statements of financial condition of Community Federal Bancorp, Inc. (a Delaware corporation) AND SUBSIDIARY as of September 30, 1996 and 1995 and the related consolidated statements of income, stockholders' equity, and cash flows for the three years in the period ended September 30, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Community Federal Bancorp, Inc. and Subsidiary at September 30, 1996 and 1995 and the results of their operations and their cash flows for each of the three years ended September 30, 1996, in conformity with generally accepted accounting principles. Birmingham, Alabama October 25, 1996 COMMUNITY FEDERAL BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF SEPTEMBER 30, 1996 AND 1995 ASSETS 1996 1995 CASH AND CASH EQUIVALENTS $ 1,764,355 $ 1,146,100 INTEREST-BEARING DEPOSITS IN BANKS 2,441,324 1,749,000 SECURITIES AVAILABLE FOR SALE, at fair value 75,111,784 25,124,584 SECURITIES HELD TO MATURITY, at amortized Cost (estimated fair value of $4,625,305 and $33,501,362, respectively 4,755,702 33,836,768 LOANS RECEIVABLE, net 117,630,885 97,988,023 ACCRUED INTEREST AND DIVIDENDS RECEIVABLE 1,343,947 1,159,165 REAL ESTATE OWNED 0 138,972 PREMISES AND EQUIPMENT, net 607,267 664,748 PREPAID INCOME TAXES 0 44,212 OTHER ASSETS 361,678 190,479 TOTAL ASSETS $204,016,942 $162,042,051 LIABILITIES AND STOCKHOLDER'S EQUITY DEPOSITS $131,740,433 $134,554,504 FEDERAL HOME LOAN BANK ADVANCES 0 1,000,000 OTHER LIABILITIES: Accrued interest payable 616,422 663,472 Advances from borrowers for taxes and insurance 444,784 392,844 Deferred income taxes payable 1,893,037 1,559,229 Income taxes payable 9,376 0 Accrued expenses and other liabilities 2,173,994 445,102 Total liabilities 136,878,046 138,615,151 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS'S EQUITY: Preferred stock, no par value; 2,000,000 shares authorized; shares issued and outstanding--none 0 0 Common stock, par value $.01 per share; 10,000,000 shares authorized, 4,628,750 shares issued 46,288 0 Additional paid-in capital 45,006,311 0 Retained earnings 22,511,930 21,030,744 Unearned compensation (3,464,110) 0 Unrealized gain on securities available for sale, net 3,038,477 2,396,156 Total stockholders' equity 67,138,896 23,426,900 Total liabilities and stockholders' equity $204,016,942 $162,042,051 The accompanying notes are an integral part of these statements. COMMUNITY FEDERAL BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1005, AND 1994 1996 1995 1994 INTEREST INCOME: Interest and fees on loans: Mortgage loans $ 8,217,595 $ 6,706,168 $ 6,300,230 Consumer loans 262,356 290,673 152,545 Commercial loans 130,510 43,870 0 Interest and dividends on securities held to maturity 824,987 1,432,584 3,151,376 Interest and dividends on securities available for sale 3,249,772 2,321,642 0 Other interest income 464,598 220,885 406,429 Total interest income 13,149,818 11,015,822 10,010,580 INTEREST EXPENSE: Deposits 6,930,124 6,119,346 6,438,131 Other borrowings 19,410 147,970 0 Total interest expense 6,949,534 6,267,316 6,438,131 Net interest income 6,200,284 4,748,506 3,572,449 PROVISION FOR LOAN LOSSES 20,000 30,000 25,000 Net interest income after provision for loan losses 6,180,284 4,718,506 3,547,449 NONINTEREST INCOME: Gain on sale of securities available for sale, net 54,838 0 646,168 Loan servicing fees 67,254 62,971 62,995 Other income 65,656 69,428 43,215 Total noninterest income 187,748 132,399 752,378 NONINTEREST EXPENSES: Compensation and benefits 1,153,133 839,466 694,431 Special SAIF assessment 863,835 0 0 Deposit insurance premium 317,896 305,811 300,881 Occupancy and equipment 134,745 118,774 100,817 Gain on real estate owned, net (15,119) (217) (3,318) Other expenses 580,990 408,031 746,839 Total noninterest expenses 3,035,480 1,671,865 1,839,650 Income before income taxes and cumulative effect of change in accounting principle 3,332,552 3,179,040 2,460,177 PROVISION FOR INCOME TAXES 1,184,294 1,144,334 1,012,428 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 2,148,258 2,034,706 1,447,749 CUMULATIVE EFFECT AT OCTOBER 1, 1994 OF CHANGE IN ACCOUNTING FOR INCOME TAXES 0 0 130,800 NET INCOME $ 2,148,258 $ 2,034,706 $ 1,316,949 EARNINGS PER SHARE $.27 N/A N/A The accompanying notes are an integral part of these statements. COMMUNITY FEDERAL BANCOPR, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994 Additional Common Paid-In Retained Stock Capital Earnings BALANCE, September 30, 1993 0 0 $17,679,089 Net income 0 0 1,316,949 Change in net unrealized depreciation on certain marketable equity securities 0 0 0 Unrealized gain on securities available for sale 0 0 0 BALANCE, September 30, 1994 0 0 18,996,038 Net income 0 0 2,034,706 Change in unrealized gain on securities available for sale, net 0 0 0 BALANCE, September 30, 1995 0 0 21,030,744 Net income 0 0 2,148,258 Change in unrealized gain (loss) on securities, due to the reclassification of securities from held to maturity to available for sale, net 0 0 0 Issuance of common stock 46,288 44,954,433 0 Change in unrealized gain on securities available for sale, net 0 0 0 Amortization of unearned compensation 0 51,878 0 Dividends declared ($.15 per share) 0 0 (667,072) BALANCE, September 30, 1996 $46,288 $45,006,311 $22,511,930 Net Unrealized Depreciation on Certain Unearned Marketable Compensation Equity Securities BALANCE, September 30, 1993 0 $(28,989) Net Income Change in net unrealized depreciation on certain marketable equity securities 0 0 Unrealized gain on securities available for sale 0 28,989 BALANCE, September 30, 1994 0 0 Net income 0 0 Change in unrealized gain on securities available for sale, net 0 0 BALANCE, September 30, 1995 0 0 Net income 0 0 Change in unrealized gain (loss) on securities, due to the reclassification of securities from held to maturity to available for sale, net 0 0 Issuance of Common stock (3,632,000) 0 Change in unrealized gain on securities available for sale, net 0 0 Amortization of unearned compensation 167,890 0 Dividends declared ($.15 per share) 0 0 BALANCE, September 30, 1996 $(3,464,110) 0 Unrealized Gain on Securities Available for Sale, Net Total BALANCE, September 30, 1993 $ 0 $17,650,100 Net income 0 1,316,949 Change in net unrealized depreciation certain marketable equity securities 0 28,989 Unrealized gain on securities available for sale 1,398,075 1,398,075 BALANCE, September 30, 1994 1,398,075 20,394,113 Net income 0 2,034,706 Change in unrealized gain on securities available for sale, net 998,081 998,081 BALANCE, September 30, 1995 2,396,156 23,426,900 Net income 0 2,148,258 Change in unrealized gain (loss) on securities, due to the reclassification of securities from held to maturity to available for sale, net (28,115) (28,115) Issurance of common stock 0 41,368,721 Change in unrealized gain on securities available for sale, net 670,436 670,436 Amortization of unearned compensation 0 219,768 Dividends declared ($.15) per share) 0 (667,072) BALANCE, September 30, 1996 $3,038,477 $67,138,896 The accompanying notes are an integral part of these statements. COMMUNITY FEDERAL BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995, AND 1994 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,148,258 $ 2,034,706 $1,316,949 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 63,832 55,961 43,084 Deferred income tax provision (benefit) (281,057) 8,634 63,600 Cumulative effect of change in accounting for taxes 0 0 130,800 Amortization of deferred loan fees and costs, net 47,949 44,216 30,062 Amortization of premiums and discounts, net (84,616) (96,389) (137,354) Amortization of unearned compensation 219,768 0 0 Provision for losses on loans 20,000 30,000 25,000 FHLB stock dividends (72,589) (70,900) (44,700) (Gain) loss on sale of loans 0 1,444 (200) Loss on disposal of equipment 0 1,299 0 Gain on sale of securities available for sale, net (54,838) 0 (646,168) Loss on sale of interest bearing deposits 0 558 0 Gain on sale of real estate owned, net (15,119) 0 (4,660) Proceeds from sale of loans 0 220,856 130,000 Changes in assets and liabilities: Decrease (increase) in other assets (171,199) 8,727 (42,576) Decrease (increase) in interest and dividends receivable (184,782) (178,393) (187,098) Decrease (increase) in prepaid income taxes 53,588 150,299 127,771 Increase (decrease) in accrued interest payable (47,050) 303,178 31,699 Increase (decrease) in accrued expenses and other liabilities 1,728,892 (64,534) (20,189) Total adjustments 1,222,779 414,956 (500,929) Net cash provided by operating activities 3,371,037 2,449,662 816,020 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of real estate owned 190,000 0 426,000 Proceeds from maturities of securities held to maturity 1,921,600 3,075,834 (5,298,025) Proceeds from maturities, principal collections, and calls of securities available for sale 13,165,134 3,595,826 0 Proceeds from sales of securities held to maturity 2,621,913 0 2,300,005 (Purchase of) proceeds from maturities of interest-bearing deposits in banks, net (692,324) 490,393 (655,932) (Purchase of) proceeds from sale of property and equipment, net (6,351) (227,410) (7,766) Net change in real estate owned (2,031) 2,464 (39,961) Loan (originations) and principal repayments, net (19,744,689) (14,015,344) 535,018 Purchase of loans 0 0 (900,000) Purchase of securities available for sale (36,586,411) 0 0 Purchase of securities held to maturity (559,141) 0 (13,407,706) Net cash used by investing activities (39,692,300) (7,078,237) (17,048,367) CASH FLOWS FROM FINANCING ACTIVITIES: (Decrease) increase in customer deposits, net (2,814,071) 2,565,448 2,953,968 Proceeds from (repayments of) FHLB advances, net (1,000,000) 1,000,000 0 (Decrease) increase in advances from borrowers for taxes and insurance 51,940 28,055 (217) Proceeds from stock offering 41,368,721 0 0 Dividends paid (667,072) 0 0 Net cash provided by financing activities 36,939,518 3,593,503 2,953,751 Net increase (decrease) in cash and cash equivalents 618,255 (1,035,072) (13,278,596) CASH AND CASH EQUIVALENTS, beginning of year 1,146,100 2,181,172 15,459,768 CASH AND CASH EQUIVALENTS, end of year $ 1,764,355 $ 1,146,100 $ 2,181,172 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for: Interest on deposits and other borrowings $ 7,049,843 $ 5,964,138 $ 6,406,432 Income taxes $ 1,185,000 $ 975,000 $ 1,076,599 SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES: Transfer of mortgage loans to real estate owned $ 33,878 $ 0 $ 358,884 Change in net unrealized depreciation on certain marketable equity securities $ 0 $ 0 $ 28,989 Transfer of securities held for sale, securities, and mortgage-backed and related securities to securities available for sale at fair value $ 0 $ 0 $27,105,810 Change in unrealized net gain on securities available for sale, net of deferred taxes $ 642,321 $ 998,081 $ 1,398,075 Transfer of securities from held to maturity to available for sale at fair value $27,758,607 $ 0 $ 0 The accompanying notes are an integral part of these statements. COMMUNITY FEDERAL BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1996 and 1995 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization, Nature of Operations, and Principles of Consolidation Community Federal Bancorp, Inc. (the "Company") was incorporated in the State of Delaware in November 1995, for the purpose of becoming a holding company to own all of the outstanding capital stock of Community Federal Savings Bank (the "Bank") upon the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings association (the "Conversion"). The Bank was converted to a federally chartered stock organization in November 1995, through the sale of all of its common stock to the Company. The accounting for the conversion is in a manner similar to that utilized in a pooling of interests (see Note 18). The accompanying consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany balances and transactions have been eliminated in consolidation. The Bank is primarily engaged in the business of obtaining funds in the form of various savings deposits products and investing those funds in mortgage loans or single family real estate and, to a lesser extent, in consumer and commercial loans. The Bank operates from its office in Tupelo, Mississippi, and originates the majority of its loans in its market area. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents of $1,764,355 and $1,146,100 at September 30, 1996 and 1995, respectively, consist of cash on hand of $155,000 and $135,000 at September 30, 1996 and 1995, respectively, and cash due from and on deposit with other financial institutions of $1,609,355 and $1,011,100 at September 30, 1996 and 1995, respectively. The cash due from and on deposit with other financial institutions primarily consisted of an interest-bearing account with the Federal Home Loan Bank ("FHLB"). Securities Securities classified as securities held to maturity are carried at amortized cost, adjusted for amortization of premiums and accretion of discounts, using the level yield method over the estimated remaining life. The Company has the ability and positive intent to hold these securities to maturity. All securities not considered held to maturity have been designated as available for sale and are carried at fair value. The unrealized difference between amortized cost and fair value on securities available for sale is exclude from earnings and is reported, net of deferred taxes, as a component of equity. Securities available for sale includes securities that Management intends to use as part of its asset/liability management strategy; or that may be sold in response to changes in interest rates, changes in prepayment risk, liquidity needs, or for other purposes. Amortization of premium and accretion of discount are computed under the interest method. The adjusted cost of the specific security sold is used to compute gain or loss on the sale of securities. On September 30, 1994, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities. In adopting SFAS No. 115, securities and mortgage-backed and related securities were classified as either available for sale or investment based on Management's current intent. Loans Receivable Loans receivable are stated at their unpaid principal balances, less the allowance for loan losses and net deferred loan origination fees and discounts. The Bank ceases accrual of interest on substantially all loans when payment on a loan is in excess of 90 days past due. An allowance is established by a charge to interest income equal to all interest previously accrued but unpaid. Interest income is subsequently recognized only to the extent that cash payments are received until, in management's judgment, the borrower's ability to make periodic interest and principal payments is in accordance with the terms of the loan agreement; in which case the loan is returned to accrual status. The allowance for loan losses is increased by charges to income and decreased by loan charge-offs, net of recoveries. The allowance for loan losses is maintained at a level which management considers adequate to absorb losses inherent in the loan portfolio at each reporting date. Management's estimation of this amount includes a review of all loans for which full collectibility is not reasonably assured and considers, among other factors, prior years' loss experience, economic conditions, distribution of portfolio loans by risk class, and the estimated value of the underlying collateral. Though management believes the allowance for loan losses to be adequate, ultimate losses may vary from their estimates. However, estimates are reviewed periodically and, as adjustments become necessary, they are reported in earnings in periods in which they become known. The Bank adopted SFAS No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a Loan--Income Recognition and Disclosures, as of October 1, 1995. SFAS No. 114 requires that certain impaired loans be measured based on the present value of expected future cash flows discounted at the loans' original effective interest rate. As a practical expedient, impairment may be measured based on the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through a provision added to the allowance for loan losses. The Bank had previously measured the allowance for loan losses using methods similar to those prescribed in SFAS No. 114. As a result of adopting these statements, no additional provision to the allowance for loan losses was required as of October 1, 1995. Because the Bank's loan portfolio consists primarily of one-to-four family residential mortgages and consumer installment loans, which are exempt from SFAS No. 114 when evaluated collectively for impairment as is done by the Bank, the Bank had no loans designated as impaired under the provisions of SFAS No. 114 at September 30, 1996. Loan Origination Fees and Related Costs Loan fees and certain direct costs of loan origination are deferred, and the net fee or cost is recognized as an adjustment to interest income using the level yield method over the contractual life of the loan. Real Estate Owned Real estate owned consists of properties sold under mortgage loans to facilitate sales of foreclosed properties. The recognition of gains and losses on the sale of real estate owned is dependent upon whether the nature and terms of the sale and future involvement of the Bank in the property meet certain requirements. If the transaction does not meet these requirements, income recognition is deferred and recognized under an alternative method in accordance with SFAS No. 66, Accounting for Sales of Real Estate. Real estate owned is carried at the lower of the recorded investment in the loan or the fair value of the property, less estimated costs of disposition. The recorded investment is the sum of the outstanding principal loan balance plus any accrued interest which has not been received and acquisition costs associated with the property less any write-down. Any excess of the recorded investment in the loan over the fair value of the underlying property is charged to the allowance for loan losses at the time of foreclosure. Subsequent to foreclosure, real estate owned is evaluated on an individual basis for changes in fair value. Future declines in the fair value of the asset, less costs of disposition below its carrying amount, increase the valuation allowance account. Future increases in the fair value of the asset, less costs of disposition above its carrying amount, reduce the valuation allowance account, but not below zero. Increases or decreases in the valuation allowance account are charged or credited to income. Costs relating to improvement of the property incurred subsequent to acquisition are capitalized, whereas costs relating to the holding of property are expensed. The amounts expensed in fiscal years 1996, 1995, and 1994 were $8,929, $457, and $1,140, respectively. The amounts capitalized in 1996, 1995, and 1994, were $2,031, $0, and $39,961, respectively. Premises and Equipment Land is carried at cost. Building, furniture, fixtures, and equipment are carried at cost, less accumulated depreciation. Building, furniture, fixtures, and equipment are depreciated using the straight-line or accelerated methods over the estimated useful lives of the assets. The estimated useful lives for furniture, fixtures, and equipment range from 3 to 20 years and for buildings and improvements range from 10 to 40 years. Income Taxes Effective October 1, 1993, the Company adopted SFAS No. 109, Accounting for Income Taxes. The Company had previously recorded income tax expense following SFAS No. 96, Accounting for Income Taxes. SFAS No. 109, as well as SFAS No. 96, requires the application of the asset and liability method of accounting for income taxes. The cumulative effect of adopting SFAS No. 109 was to decrease net income by $130,800 in fiscal year 1994. Under the asset and liability method, balance sheet amounts of deferred income taxes are recognized on the temporary differences between the bases of assets and liabilities as measured by tax laws and their bases as reported in the financial statements. Recognition of deferred tax asset balance sheet amounts is based on management's belief that it is more likely than not that the tax benefit associated with certain temporary differences will be realized. Deferred tax expense or benefit is then recognized for the change in deferred tax liabilities or assets between periods. Under SFAS No. 109, the effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Pending Accounting Pronouncements In March 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of. SFAS No. 121 establishes accounting standards for the impairment and disposal of long-lived assets and certain identifiable intangibles. It requires that such assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the review for recoverability, based on undiscounted expected future cash flows, indicates that impairment exists, the loss should be measured based on the fair value of the asset. The Company adopted SFAS No. 121, as was required, effective October 1, 1996, with no significant impact on the Company's financial position or on the results of its operations as long-lived assets are not significant. In May 1995, the FASB issued SFAS No. 122, Accounting for Mortgage Servicing Rights, an amendment to SFAS No. 65. This statement eliminates the accounting distinction between rights to service mortgage loans for others that are acquired through loan origination activities and those acquired through purchase transactions. The Company adopted SFAS No. 122, as was required, effective October 1, 1996 with no impact on the financial statements as the Company is not currently participating in the sale or securitization of any loans in its loan portfolio. In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 established a fair value based method for accounting for stock based compensation plans but still granted entities the option of accounting for stock based compensation plans under the provisions of APB Opinion No. 25 if they provide disclosures required by SFAS No. 123. The Company adopted the provisions of this Standard, as was required, effective October 1, 1996, and elected to account for these plans under the provisions of APB No. 25 and will provide the required disclosures in future periods. In June 1996, the FASB issued SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. Under that approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. This statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996, and is to be applied prospectively. Earlier or retroactive application is not permitted. The Company will adopt the provisions of the Standard on January 1, 1997. Based on the Company's current operating activities, management does not believe that the adoption of this statement will have a material impact on the Company's financial condition or results of operations. Earnings Per Share Earnings per share for the period from March 25, 1996, the date of Conversion, to September 30, 1996, has been computed based on the earnings during that period and on the weighted average number of shares of common stock outstanding during that period. Common stock outstanding is comprised of issued shares less unallocated Employee Stock Ownership Plan ("ESOP") shares. The weighted average number of shares used for the period from March 25, 1996 through September 30, 1996, was 4,265,638. If earnings per share had been computed on a retroactive basis for the year ended September 30, 1996, recognizing earnings for the entire year, earnings per share would have been $.50 per share as compared to the $.27 per share reported in the accompanying consolidated statements of income. Financial Statement Reclassification The financial statements for prior years have been reclassified in order to conform with the 1996 financial statement presentation. The reclassification did not change total assets or net income in the prior year. 2. SECURITIES AVAILABLE FOR SALE The amortized cost, gross unrealized gains and losses, and estimated fair value of securities available for sale at September 30, 1996 and 1995 are summarized as follows: 1996 Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value U.S. government and federal agencies bonds and notes $14,989,610 $ 1,620 $ (121,030) $14,870,200 State and local bonds and notes 1,121,920 0 (158,380) 963,540 16,111,530 1,620 (279,410) 15,833,740 Mortgage-backed and related securities: GNMA certificates 1,015,328 27,161 0 1,042,489 FHLMC certificates 14,118,927 99,323 (179,651) 14,038,599 FNMA certificates 8,759,029 2,789 (156,029) 8,605,789 Collateralized mortgage obligations 23,196,504 54 (665,451) 22,531,107 Total mortgage-backed and related securities 47,089,788 129,327 (1,001,131) 46,217,984 Equity securities: FNMA preferred 1,010,000 0 (10,000) 1,000,000 FHLMC preferre 500,000 7,400 0 507,400 FHLMC common 457,926 4,038,678 0 4,496,604 FNMA common 734,975 2,159,257 0 2,894,232 FHLB common 1,244,500 0 0 1,244,500 U.S. League common 55,880 45,496 0 101,376 Total Equity securities 4,003,281 6,250,831 (10,000) 10,244,112 Mutual funds: 2,828,377 0 (12,429) 2,815,948 Total $70,032,976 $6,381,778 $(1,302,970) $75,111,784 1995 Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value U.S. government and federal agencies bonds and notes $ 5,999,860 $ 4,910 $(175,695) $ 5,829,075 Mortgage-backed and related securities: GNMA certificates 1,021,720 32,770 0 1,054,490 FHLMC certificates 2,305,671 4,832 (37,522) 2,272,981 FNMA certificates 3,054,178 2,364 (44,965) 3,011,577 Collateralized mortgage obligations 3,181,963 5,822 (14,964) 3,172,821 Total mortgage-backed and related securities 9,563,532 45,788 (97,451) 9,511,869 Equity securities: FHLMC preferred 500,000 18,000 0 518,000 FHLMC common 457,926 2,581,236 0 3,039,162 FNMA common 734,975 1,407,275 0 2,142,250 FHLB common 1,172,100 0 0 1,172,100 U.S. League common 55,880 29,920 0 85,800 Total equity securities 2,920,881 4,036,431 0 6,957,312 Mutual Funds 2,818,690 18,850 (11,212) 2,826,328 Total $21,302,963 $4,105,979 $(284,358) $25,124,584 The amortized cost and fair value of debt securities available for sale by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. September 30, 1996 Amortized Estimated Cost FairValue Due in one year or less $ 2,871,274 $2,864,890 Due from one to five years 12,722,032 12,513,051 Due from five to ten years 18,117,415 17,904,412 Due after ten years 29,490,597 28,769,371 63,201,318 62,051,724 Equity securities 4,003,281 10,244,112 Mutual funds 2,828,377 2,815,948 Total $70,032,976 $75,111,784 On December 1, 1995, the Company reassessed the appropriateness of the classification of securities held at that time and determined that certain securities previously classified as held to maturity should be reclassified as available for sale in accordance with the one time reassessment prescribed by the FASB Special Report "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities." Accordingly, on December 1, 1995, the Company transferred securities having an estimated market value of $27,758,607 and unrealized gains and losses of $296,193 an $341,486, respectively, from held to maturity to available for sale. 3. SECURITIES HELD TO MATURITY The amortized cost, gross unrealized gains and losses, and estimated fair values of securities designated as held to maturity at September 30, 1996 and 1995 are summarized as follows: 1996 Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Gains Fair Value Collateralized mortgage obligations $4,755,702 $0 $(130,397) $4,625,305 Total $4,755,702 $0 $(130,397) $4,625,305 1995 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. Government and federal agencies $10,445,513 $ 50,667 $ (60,560) $10,435,620 State government 387,984 50,900 0 438,884 Corporate 1,443,904 0 (60,279) 1,383,625 Mortgage-backed and related securities: 176,475 13,127 0 189,602 GNMA certificates 3,581,227 142,676 0 3,723,903 FHLMC certificates 611,236 0 (4,694) 606,542 FNMA certificates 17,190,429 0 (467,243) 16,723,186 Collateralized mortgage $33,836,768 $257,370 $(592,776) $33,501,362 Total The carrying value and fair value of debt securities held to maturity by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. September 30, 1996 Carrying Estimated Value Fair Value Due from one to five years $1,002,977 $ 972,450 Due from five to ten years 1,009,033 1,003,180 Due after ten years 2,743,692 2,649,675 $4,755,702 $4,625,305 Collateralized mortgage obligations designated as held to maturity at September 30, 1996 bear interest at fixed and adjustable rates ranging from 5.5% to 7.0%. The collateralized mortgage obligations contractually mature at various dates ranging from April 2001 to July 2023. Gross unrealized gains in this portfolio totaled $0, and gross unrealized losses totaled $130,397, at September 30, 1996. Gross unrealized gains in the prior year's portfolio totaled $181,432, and gross unrealized losses totaled $497,566 at September 30, 1995. 4. LOANS RECEIVABLE, NET Loans receivable at September 30, 1996 and 1995 are summarized as follows: 1996 1995 Mortgage loans: Principal balances: Secured by 1-4 family residences $102,020,850 $86,716,040 Secured by multifamily and non-residential properties 7,165,559 5,946,186 Construction loans 3,336,971 3,310,293 112,523,380 95,972,519 Less: Undisbursed portion of mortgage loans 1,355,841 1,278,520 Unearned discounts and net deferred loan origination fees 428,466 343,054 Total mortgage loans 110,739,073 94,350,945 Commercial loans: 3,253,228 1,536,412 Consumer loans: Principal balances: Loans secured by automobiles 1,318,211 1,072,415 Loans secured by savings accounts 1,369,201 1,051,703 Other 1,523,172 528,548 Total loans 118,202,885 98,540,023 Less allowance for loan losses 572,000 552,000 Loans receivable, net $117,630,885 $97,988,023 As a savings bank, the Bank has a credit concentration in 1-4 family residential real estate mortgage loans. Substantially all of the Bank's 1-4 family residential mortgage loan customers are located in its trade area of Lee, Itawamba, Prentiss, and Pontotoc Counties, Mississippi, which have a local unemployment rate at or slightly below the average for the state. Although the Bank has generally conservative underwriting standards, including a collateral policy calling for low loan to collateral values, the ability of its borrowers to meet their residential mortgage obligations is dependent upon local economic conditions. In the normal course of business, loans are made to officers, directors, and employees of the Company and subsidiary. These loans are made on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with others. Such loans do not involve more than the normal risk of collectible, nor do they present other unfavorable features. As of September 30, 1996 and 1995, $1,666,839 and $1,101,281, respectively, of these loans were outstanding. During fiscal year 1996, $833,618 of new loans were made, repayments totaled $268,060. Activity in the allowance for loan losses is summarized as follows: 1996 1995 1994 Balance at beginning of year $552,000 $522,000 $500,000 Provision charged to income 20,000 30,000 25,000 Charge-offs 0 0 (12,000) Recoveries 0 0 9,000 Balance at end of year $572,000 $552,000 $522,000 The Bank had loans on nonaccrual status at September 30, 1996 and 1995 in the amounts of approximately $717,000 and $722,000, respectively. Interest income forgone on nonaccrual loans was approximately $38,000 and $49,000 for fiscal years 1996 and 1995, respectively. 5. LOAN SERVICING In 1984, the Bank sold first mortgage single-family residential loans to the Federal National Mortgage Association ("FNMA") with full recourse which are not included in the accompanying statements of financial condition. The total principal balances outstanding under these mortgages were $2,212,865, $2,932,955, and $4,049,718 at September 30, 1996, 1995, and 1994, respectively. Custodial escrow balances maintained in connection with the foregoing loan servicing were $45,805, $106,938, and $51,717, at September 30, 1996, 1995, and 1994, respectively. In the event of default, the Bank must pay the principal and interest under default to FNMA. The Bank would bear the burden of foreclosure losses in the event of default. Because of the Bank's credit policies, foreclosure losses in the event of default have not been significant and losses under this recourse obligation are not expected to be significant. At September 30, 1996, none of these loans were past due 90 days or more. Accordingly, no provision has been made in the financial statements for any future losses that may result from this recourse arrangement. 6. ACCRUED INTEREST AND DIVIDENDS RECEIVABLE Accrued interest and dividends receivable at September 30, 1996 and 1995 are as follows: 1996 1995 Securities available for sale $ 641,277 $ 220,175 Securities held to maturity 2,276 348,608 Loans receivable 683,557 581,227 Other 16,837 9,155 Total $1,343,947 $1,159,165 7. PREMISES AND EQUIPMENT, NET Premises and equipment at September 30, 1996 and 1995 are summarized as follows: 1996 1995 Land $ 137,068 $ 137,068 Building and improvements 579,456 579,455 Furniture, fixtures, and equipment 377,146 370,796 Total 1,093,670 1,087,319 Less accumulated depreciation 486,403 422,571 Premises and equipment, net $ 607,267 $ 664,748 8. DEPOSITS Deposits at September 30, 1996 and 1995, the related ranges of interest rates payable for deposits at September 30, 1996, and the weighted average rates paid during 1996 are summarized as follows: Weighted Average Rate 1996 1995 1996 Amount Percent Amount Percent NOW accounts, 2.5% to 5.00% 3.14% $ 12,519,798 9.50% $9,807,956 7.29% Savings accounts, 2.75% 2.75% 6,873,038 5.22 8,184,404 6.08 2.99 19,392,836 14.72 17,992,360 13.37 Certificates of deposit: 3% to 3.99% 0 0.00 368,716 0.27 4% to 4.99% 20,952,130 15.90 23,830,971 17.71 5% to 5.99% 67,348,478 51.12 48,748,368 36.23 6% to 6.99% 23,945,222 18.18 43,511,762 32.34 7% to 7.99% 101,767 0.08 102,327 0.08 5.41 112,347,597 85.28 116,562,144 86.63 Total 5.04% $131,740,433 100.00% $134,554,504 100.00% The aggregate amounts of jumbo certificates of deposit with a minimum balance of $100,000 were approximately $33,504,337 and $35,379,817 at September 30, 1996 and 1995, respectively. Deposits in excess of $100,000 are not federally insured. Scheduled maturities of certificates of deposit at September 30, 1996 are as follows: Year ending September 30: 1997 $ 88,355,406 1998 13,457,046 1999 7,817,520 2000 2,713,474 2001 4,151 Total $112,347,597 Interest expense on deposits for the years ended September 30, 1996, 1995, and 1994 is summarized as follows: 1996 1995 1994 Savings accounts $ 260,564 $ 246,963 $ 422,197 NOW accounts 360,598 302,300 436,873 Certificates of deposit 6,308,962 5,570,083 5,579,061 Total $6,930,124 $6,119,346 $6,438,131 During fiscal year 1995, the Bank paid a 1% interest bonus on all active deposits as of August 5, 1994 that remained active until September 15, 1994. The fiscal year 1994 interest expense on deposits amount includes $1,242,274 representing this one-time special interest payment. 9. COMPENSATION AND EMPLOYEE BENEFITS Employee Stock Ownership Plan In connection with the Conversion, the Bank established an ESOP for eligible employees. The ESOP purchased 363,200 shares of the Company's common stock with the proceeds of a $3,632,000 note payable from the Bank to the Company and secured by the Common Stock owned by the ESOP. Interest and principal under the note are due in quarterly installments through June 2013; interest is payable quarterly based on the average daily outstanding balance of principal at the rate of 8.25% per annum. Impact of this financing is eliminated in the consolidated financial statement presentation. Expense related to the ESOP for fiscal 1996 was approximately $167,890. Unearned compensation related to the ESOP was approximately $3,464,000 at September 30, 1996, and is shown as a reduction of stockholders' equity in the accompanying consolidated statements of financial condition. Unearned compensation is amortized into compensation expense based on employee services rendered in relation to shares which are committed to be released. Defined Benefit Pension Plan The Bank has a qualified, noncontributory defined benefit pension plan covering substantially all its employees. Benefits are based on each employee's years of service up to a maximum of 40 years and the average of that employee's compensation for the highest five consecutive calendar years out of the last ten years prior to retirement. An employee becomes fully vested upon completion of five years of qualifying service. The Bank's funding policy is to make annual contributions equal to or greater than the required minimum under ERISA. The funds are primarily invested in short-term certificates of deposit with the Bank. The following sets forth the plan's funded status and amounts recognized in the Bank's statement of financial condition at September 30, 1996 and 1995: 1996 1995 Actuarial present value of benefit obligations: Accumulated benefit obligation: Vested $1,900,209 $1,782,374 Nonvested 49,085 123,059 Total 1,949,294 1,905,433 Additional benefit based on estimated future salary levels 472,917 410,120 Projected benefit obligation for service rendered to date 2,422,211 2,315,553 Plan assets at fair market value 2,018,315 1,879,369 Unfunded projected benefit obligation (403,896) (436,184) Unrecognized net (gain) loss from past experience different from that assumed and effects of changes in assumptions 442,654 536,968 Unrecognized net transition obligation (asset from adoption of FASB SFAS No. 87) being amortized over 20 years (118,279) (127,377) (Prepaid) unfunded pension cost liability (included in other assets or other liabilities) $ 79,521 $ 26,593 The components of net periodic pension expense for the years ended September 30, 1996, 1995, and 1994 are as follows: 1996 1995 1994 Service cost--benefits earned during the period $ 57,591 $ 64,357 $ 62,588 Interest cost on the projected benefit obligation 147,926 139,246 127,974 Actual return on plan assets (120,002) (71,001) (73,854) Net asset gain (loss) during the period deferred for later recognition 13,507 14,485 17,489 Amortization of unrecognized net obligation (9,098) (9,099) (9,099) Net periodic pension cost $ 89,924 $137,988 $125,098 Assumptions used to develop the net periodic pension cost were: Weighted average discount rate 6.50% 6.50% 6.50% Weighted average rate of compensation increase 5.00 5.00 5.00 Weighted average expected long-term rate of return on plan assets 4.00 4.00 4.00 Directors' Retirement Plan During fiscal 1993, the Bank established the Directors' Retirement Plan ("DRP") whereby directors or their beneficiaries will be provided specific amounts of quarterly retirement benefits for a period of ten years following retirement. Directors are eligible under the plan upon the completion of ten years of service. The related compensation expense for the DRP was $52,791, $42,177, and $49,602, for fiscal years 1996, 1995, and 1994, respectively. The related accrued compensation is included in "accrued expenses and other liabilities" in the accompanying statements of financial condition. During fiscal 1994, the Company adopted the provisions of SFAS No. 106, Accounting for Postretirement Benefits Other Than Pensions. The unfunded DRP meets the definition of such benefits as defined in SFAS No. 106. For fiscal 1996 and 1995, the projected benefit obligations were approximately $483,000 and $403,000, the accumulated benefit obligations, which were accrued for and included in "accrued expenses and other liabilities," were approximately $309,000 and $274,000, and the service costs were approximately $53,000 and $42,000, respectively. The weighted average discount rate used was 6.5% for 1996 and 1995. 10. INCOME TAXES The provisions for income taxes for the years ended September 30, 1996, 1995, and 1994 were as follows: 1996 1995 1994 Current: Federal $1,324,389 $ 984,313 $ 771,429 State 140,962 151,387 177,399 1,465,351 1,135,700 948,828 Deferred (281,057) 8,634 63,600 Total $1,184,294 $1,144,334 $1,012,428 The differences between the provisions for income taxes and the amounts computed by applying the statutory federal income tax rate of 34% to income before income taxes at September 30, 1996, 1995, and 1994 were as follows: 1996 1995 1994 Expected income tax expense at federal tax rate $1,133,068 $1,080,874 $836,460 Increase (decrease) resulting from: State income tax, net 75,840 99,580 147,000 Dividend received deduction (47,997) (35,425) (36,074) Tax-exempt interest income (5,798) (8,500) (8,500) Other 29,181 7,805 73,542 $1,184,294 $1,144,334 $1,012,428 Effective income tax rate 35% 36% 41% Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that give rise to significant portions of the net deferred tax liability as of September 30, 1996 and 1995 relate to the following: 1996 1995 SAIF assessment $ 331,911 $ 0 Book allowance for loan loss 217,360 209,760 Retirement plan 118,640 104,128 Accrued bonuses 42,066 32,300 Deferred loan fees and costs, net 4,848 104,269 Other 25,775 9,467 Deferred tax asset 740,600 459,924 Unrealized gain on securities available for sale (2,040,330) (1,425,465) Tax bad debt reserve in excess of base year (389,734) (363,255) FHLB dividends (101,266) (73,682) Accretion of bond discount (20,302) (84,556) Other (82,005) (72,195) Deferred tax liability (2,633,637) (2,019,153) Net deferred tax liability $ (1,893,037) $(1,559,229) Thrift institutions, in determining taxable income, have historically been allowed special bad debt deductions based on specified experience formulae or on a percentage of taxable income before such deductions. The bad debt deduction based on the latter has been gradually reduced to 8%. On August 2, 1996, Congress passed the Small Business Job Protection Act that, will among other things, repeal the tax bad debt reserve method for thrifts effective for taxable years beginning after December 31, 1995. As a result, thrifts must recapture into taxable income the amount of their post-1987 tax bad debt reserves over a six-year period beginning after 1995. This recapture can be deferred for up to two years if the thrift satisfies a residential loan portfolio test. The Association is expected to recapture approximately $1,025,000, $390,000 tax effected, of its tax bad debt reserves into taxable income over six years as a result of this new law. The recapture will not have any effect on the Bank's net income because the related tax expense has already been accrued. Because of such repeal, thrifts such as the Bank may only use the same tax bad debt reserve that is allowed for commercial banks. Accordingly, a thrift with assets of $500 million or less may only add to its tax bad debt reserves based upon its moving six-year average experience of actual loan losses (i.e., the experience method). The portion of a thrift's tax bad debt reserve that is not recaptured under this new law is only subject to recapture at a later date under certain circumstances. These include stock repurchases, redemptions by the thrift or if the thrift converts to a type of institution (such as a credit union) that is not considered a commercial bank for tax purposes. However, no further recapture would be required if the thrift converted to a commercial bank charter or was acquired by a commercial bank. The Bank does not anticipate engaging in any transactions at this time that would require the recapture of its pre-1988 tax bad debt reserves of approximately $4,650,000. 11. FEDERAL HOME LOAN BANK ADVANCES The Bank is required by its blanket floating lien agreement with the Federal Home Loan Bank ("FHLB") to pledge its portfolio of first mortgage collateral, demand deposit accounts, capital stock, and certain other assets. As of September 30, 1995, the Bank had $1,000,000 in FHLB advances outstanding at a variable rate of 5.98%, which were repaid in full during the year ended September 30, 1996. 12. REGULATORY MATTERS Under regulations promulgated by the Bank's primary regulator, the Office of Thrift Supervision ("OTS"), the Bank must maintain capital levels to comply with the following minimum capital requirements: (1) tangible capital equal to 1.5% of adjusted total assets; (2) leverage capital, or core capital, required to be maintained at 3% of adjusted total assets (although most institutions are required by regulators to maintain a core capital ratio of an additional 100 to 200 basis points); and (3) risk-based capital equal to 8% of its aggregate assets and off-balance sheet financial instruments as adjusted to reflect that relative credit risk. The Bank is also subject to additional capital standards established by the Federal Deposit Insurance Corporation Improvement Act of 1991. These regulations established capital standards in five categories ranging from "critically undercapitalized" to "well capitalized", and defined "well capitalized" as at least 5% for core (leverage) capital, 6% for Tier 1 risk-based capital and at least 10% for total risk-based capital. Institutions with a core capital ratio less than 4%, a Tier 1 risk-based capital ratio less than 4%, or a total risk-based capital ratio less than 8% are considered "undercapitalized," and subject to increasingly stringent prompt corrective action measures. The Bank's capital ratios place it in the "well capitalized" category at September 30, 1996 and 1995. A reconciliation of the Bank's stockholders' equity to the Bank's tangible, core, and risk-based capital available to meet its regulatory capital requirements is as follows: Minimum for Capital Adequacy Actual Purposes Ratio Amount Ratio Amount Stockholders' equity and ratio to total assets 24.2% $ 45,163 Unrealized gain on available for sale securities (3,329) Tangible capital, and ratio to adjusted total assets 22.8% $ 41,834 1.5% $2,748 Tier I (core) capital, and ratio to adjusted total assets 22.8% $ 41,834 3.0% $5,496 Tier I capital, and ratio to risk-weighted assets 50.1% $ 41,834 4.0% $3,339 Tier 2 capital (general allowance for loan losses) 572 Total risk-based capital, and ratio to risk-weighted assets 50.8% $ 42,406 8.0% $6,679 Total assets $186,538 Adjusted total assets $183,209 Risk-weighted assets $ 83,487 To be Well Capitalized for Action Provisions Ratio Amount Stockholders' euqity and ratio to total assets Unrealized gain on available for sale securities Tangible capital, and ratio to adjusted total assets Tier 1 (core) capital, and ratio to adjusted total assets 5.00% $9,160 Tier 1 capital, and ratio to risk-weighted assets 6.00% $5,009 Tier 2 capital (general allowance for loan losses) Total risk-based capital, and ratio to risk-weighted assets 10.00% $8,349 Total assets Capital requirements continue to be under study by the OTS. Management continues to monitor these requirements and contemplated changes and believes that the Bank will continue to exceed its regulatory minimum requirements. The OTS has adopted an amendment to its risk-based capital requirements that generally requires savings institutions with more than a "normal" level of interest-rate risk to maintain additional total capital. An institution will be considered to have a "normal" level of interest-rate risk exposure if the decline in its NPV after an immediate 200 basis point increase or decrease in market interest rates (whichever results in the greater decline) is less than 2% of the current estimated economic value of its assets. An institution with a greater than normal interest rate risk will be required to deduct from total capital, for purposes of calculating its risk-based capital requirement, an amount (the "interest-rate risk component") equal to one-half the difference between the institution's measured interest-rate risk and normal level of interest-rate risk as determined by the OTS, multiplied by the economic value of its total assets. The Association has been notified by the OTS that it will be required to incorporate the interest-rate risk component to the risk-based capital requirement. However, the interest-rate risk component of risk-based capital requirement has been waived until the OTS finalizes the process under which institutions may appeal such capital requirements. Based on the Bank's capital level, management does not expect that implementation of this requirement will cause the Bank to fall below its capital requirements. 13. COMMITMENTS AND CONTINGENCIES Loan Commitments At September 30, 1996, the Bank had outstanding commitments to originate loans in the amount of $2,082,850. Of these outstanding amounts, commitments of $760,000 were at fixed rates ranging between 7.50% and 9.25%; terms for these outstanding commitments are up to 180 days. Commitments to extend credit include exposure to some credit loss in the event of nonperformance of the customer. The Bank's credit policies and procedures for credit commitments are the same as those for extensions of credit that are recorded on the statement of financial condition. Litigation The Company is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial position of the Company. 14. INTEREST RATE SENSITIVITY A portion of the Bank's interest-earning assets are long-term fixed rate mortgage loans and mortgage-backed and related securities (approximately 47%), while its principal source of funds is savings deposits with maturities of three years or less (approximately 90%). Because of the short-term nature of the savings deposits, their cost generally reflects returns currently available in the market. Accordingly, the savings deposits have a high degree of interest rate sensitivity, while the mortgage loan portfolio, to the extent of fixed rate loans, is relatively fixed and has much less sensitivity to changes in current market rates. Although these conditions are somewhat mitigated by the Bank's risk management strategies of selling certain long-term fixed rate loans and plans to increase amounts of short-term consumer loans originated, changes in market interest rates tend to directly affect the level of net interest income. At June 30, 1996, based on the most recent available information provided by the Office of Thrift Supervision ("OTS"), it was estimated, on an unaudited basis, that the Bank's net portfolio value ("NPV") (the net present value of the Bank's cash flows from assets, liabilities, and off-balance sheet items) would decrease 6%, 12%, 21%, and 29% and increase 5%, 10%, 12%, and 15% in the event of 1%, 2%, 3%, and 4% increases and decreases in market interest rates, respectively. These calculations indicate that the Bank's NPV could be adversely affected by increases in interest rates but could be favorably affected by decreases in interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments, and deposit run-offs and should not be relied upon as indicative of actual results. Certain shortcomings are inherent in such computations. In order to mitigate its interest rate risk, the Bank maintains substantial capital levels that management believes are sufficient to sustain unfavorable movements in market interest rates. 15. FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Also, the fair value estimates presented herein are based on pertinent information available to Management as of September 30, 1996. Such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein. The following methods and assumptions were used by the Company in estimating its fair values disclosures for financial instruments: Investment Securities Fair values for investment securities are primarily based on quoted market prices. If a quoted market price is not available, fair value is estimated using market prices for similar securities. Loans For equity lines and other loans with short-term or variable rate characteristics, the carrying value reduced by an estimate for credit losses inherent in the portfolio is a reasonable estimate of fair value. The fair value of all other loans is estimated by discounting their future cash flows using interest rates currently being offered for loans with similar terms, reduced by an estimate of credit losses inherent in the portfolio. The discount rates used are commensurate with the interest rate and prepayment risks involved for the various types of loans. Deposits The fair value disclosed for demand deposits (e.g., interest and non-interest bearing demand, savings and money market savings), are, as required by SFAS No. 107, equal to the amounts payable on demand at the reporting date (i.e., their carrying amounts). Fair values for certificates of deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated monthly maturities. Commitments to Extend Credit The value of these unrecognized financial instruments is estimated based on the fee income associated with the commitments which, in the absence of credit exposure, is considered to approximate their settlement value. As no significant credit exposure exists and because such fee income is not material to the Company's financial statements at September 30, 1996, the fair value of these commitments is not presented. Many of the Company's assets and liabilities are short-term financial instruments whose carrying amounts reported in the statement of condition approximate fair value. These items include cash and due from banks and interest-bearing bank balances. The estimated fair values of the Company's remaining on-balance sheet financial instruments as of September 30, 1996, are summarized below: 1996 Carrying Estimated Value Fair Value (In thousands) Financial Assets: Securities available $ 75,112 $ 75,112 Securities held to maturity 4,756 4,625 Loans, net 117,631 116,996 Financial Liabilities: Deposits 131,740 131,648 SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. The disclosures also do not include certain intangible assets, such as customer relationships, deposit base intangibles and goodwill. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. 16. FDIC ASSESSMENT The deposits of the Bank are currently insured by the Savings Association Insurance Fund ("SAIF"). Both the SAIF and the Bank Insurance Fund ("BIF"), the federal deposit insurance fund that covers the deposits of state and national banks and certain state savings banks, are required by law to attain and thereafter maintain a reserve ratio of 1.25% of insured deposits. The BIF has achieved the required reserve rate, and, as discussed below, during the past year the FDIC reduced the average deposit insurance premium paid by BIF-insured banks to a level substantially below the average premium paid by savings institutions. On November 4, 1995, the FDIC approved a final rule regarding deposit insurance premiums. Beginning January 1, 1996, the rule reduced deposit insurance premiums for BIF member institutions to zero basis points (subject to a $2,000 minimum) for institutions in the lowest risk category, while holding deposit insurance premiums for SAIF members at their current levels (23 basis points for institutions in the lowest risk category). Banking legislation was enacted September 30, 1996 to eliminate the premium differential between SAIF-insured institutions and BIF-insured institutions. The FDIC Board of Directors met October 8, 1996 and approved a rule that, except for the possible impact of certain exemptions for de novo and "weak" institutions, established the special assessment necessary to recapitalize the SAIF at 65.7 basis points of SAIF assessable deposits held by affected institutions as of March 31, 1995. The legislation provides that all SAIF member institutions pay a special one-time assessment to recapitalize the SAIF, which in the aggregate is sufficient to bring the reserve ratio in the SAIF to 1.25% of insured deposits. It is anticipated that after recapitalization of the SAIF, premiums paid by SAIF-insured institutions will be reduced. The legislation also provides for the merger of the BIF and the SAIF, with such merger being conditioned upon the prior elimination of the thrift charter. Based upon its level of SAIF deposits as of March 31, 1995, the Bank will pay approximately $870,000. The assessment was accrued in the quarter ended September 30, 1996. 17. STOCK CONVERSION On September 15, 1995, the Conversion of the Bank from a federally-chartered mutual institution to a federally-chartered stock savings bank through amendment of its charter and issuance of common stock to the Company was completed. Related thereto, the Company sold 4,628,750 shares of common stock, par value $.01 per share, at an initial price of $10 per share in subscription and community offerings. Costs associated with the Conversion were approximately $1,285,000, including underwriting fees. These conversion costs were deducted from the gross proceeds of the sale of the common stock. In connection with the Offering, the Association established a liquidation account in an amount equal to its regulatory capital as of the latest practicable date prior to consummation of the Offering. The Company's ability to pay dividends will be largely dependent upon dividends to the Company from the Association. Pursuant to OTS regulations, the Association will not be permitted to pay dividends on its capital stock or repurchase shares of its stock if its stockholders' equity would be reduced below the amount required for the liquidation account or if stockholders' equity would be reduced below the amount required by the OTS. 18. Parent company financial statements Separate condensed financial statements of Community Federal Bancorp, Inc. (the "Parent Company") as of and for the year ended September 30, 1996 are presented below: Statement of Financial Condition September 30, 1996 (Dollar amounts in thousands) ASSETS: Cash and cash equivalents $ 1,633 Securities available for sale 17,091 Investment in subsidiary 45,163 ESOP loan receivable 3,498 Other assets 388 Total assets $67,773 LIABILITIES: Other liabilities $ 635 STOCKHOLDERS' EQUITY: Preferred stock 0 Common stock 46 Additional paid-in capital 45,006 Retained earnings 22,512 Unearned compensation (3,464) Unrealized loss on securities available for sale, net 3,038 Total stockholders' equity 67,138 Total liabilities and stockholders' equity $67,773 Statement of Income For the Year Ended September 30, 1996 (Dollar amounts in thousands) INTEREST INCOME: Interest and dividends on securities available for sale $ 561 Interest income from subsidiary 207 Total income 768 OPERATING EXPENSE 24 INCOME BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED CURRENT YEAR SUBSIDIARY EARNINGS 744 INCOME TAXES 280 INCOME BEFORE EQUITY IN UNDISTRIBUTED CURRENT YEAR SUBSIDIARY EARNINGS 464 EQUITY IN UNDISTRIBUTED CURRENT YEAR SUBSIDIARY EARNINGS 1,684 Net income $2,148 Statement of Cash Flows For the Year Ended September 30, 1996 (Dollar amounts in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,148 Equity in undistributed current year earnings of subsidiary (1,684) 464 Adjustments to reconcile net income to net cash provided by operating activities: Increase in other assets (388) Increase in other liabilities 635 Net cash provided by operating activities 711 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of securities available for sale (18,089) Principal collections on mortgage-backed and related securities 708 Net cash used by investing activities (17,381) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 41,368 Purchase of Bank's common stock (22,532) Payments received on ESOP loan 134 Dividends paid (667) Net cash provided by financing activities 18,303 NET INCREASE IN CASH AND CASH EQUIVALENTS 1,633 CASH AND CASH EQUIVALENTS, beginning of year 0 CASH AND CASH EQUIVALENTS, end of year $1,633 Earnings are presented on a retroactive basis, recognizing earnings of the subsidiary for the year ended September 30, 1996. This presentation is based on the accounting for the Conversion at historical cost, in a manner similar to that utilized in a pooling of interests. Directors Medford M. Leake Robert R. Black, Sr. Charirman of the Board Retired - Periodontist President - Steel City Tupelo, MS Lumber Co. Birmingham, AL Jim Ingram Michael R. Thomas President and Chief Executive President -Washington Officer Furniture Mfg., Inc. Community Federal Bancorp, Inc./ Houlka, MS Community Federal Savings Bank Tupelo, MS Charles V. Imbler, Sr. Robert W. Reed III President and Chief Executive Account Executive- Officer Reed Mfg. Co Truck Center, Inc. Tupelo, MS Tupelo, MS J. Leighton Pettis Officers Ophthalmologist Tupelo, MS Gill Simmons, Vice President Jack Johnson, Vice President L. F. Sams, Jr. Mark Burleson, Vice President Partner, Law Firm Lynda Riley, Treasurer Mitchell, McNutt, Threadgill, Judy Ballard, Secretary Smith & Sams Sherry McCarty, Controller Tupelo, MS Corporate Headquarters Independent Public Accountants 333 Court Street Arthur Andersen, LLP Tupelo, MS 38801 Birmingham, AL 601-842-3981 Special Counsel Transfer Agent Elias, Matz, Tiernan and Registrar and Transfer Co. Herrick, LLP 10 Commerce Drive Washington, DC Cranford, NJ 07016 (800)368-5948 Special Counsel Mitchell, McNutt, Threadgill, Smith and Sams, PA 10-K Information Listing of Common Stock This report is availabe to Traded Over-the-Counter/ stockholders upon request to: NASDAQ National Markert Stystem/ The Controller, P.O. Box F, Symbol: CFTP Tupelo, MS. 38801 (601)840-0302 Annual Meeting The 1996 Annual Meeting of the Stockholders of Community Federal Bancorp, Inc. will be held at 5:00 p. m. on March 27, 1997, in the Lobby of Community Federal Savings Bank, 333 Court Street, Tupelo, Mississippi