UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1998 Commission File Number: 0-27930 Community Federal Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware 64-0869537 (State or other jurisdiction (I.R.S. Employer Of incorporation or organization) Identification No.) P.O. Box F 333 Court Street Tupelo, Mississipi 38802 (Address of principal (Zip Code) Executive offices) Registrant's telephone number, including area code: (601) 842-3981 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at June 30, 1998 Common Stock, 4,398,250 shares $.01 par value COMMUNITY FEDERAL BANCORP, INC. PART I. FINANCIAL INFORMATION Page ITEM 1. FINANCIAL STATEMENTS: CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL 2 CONDITION AS OF JUNE 30, 1998 AND SEPTEMBER 30, 1997 CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR 3 THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 4 FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FURNISHED HAVE NOT BEEN AUDITED BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, BUT REFLECT, IN THE OPINION OF MANAGEMENT,ALL ADJUSTMENTS NECESSARY FOR A FAIR PRESENTATION OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS FOR THE PERIODS PRESENTED ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 10 FINANCIAL CONDITION AND RESULTS OF OPERATIONS PART II. OTHER INFORMATION OTHER INFORMATION 14 SIGNATURES 15 Part I. Financial Information Item 1. Financial Statements COMMUNITY FEDERAL BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION unaudited ASSETS June 30, September 30, 1998 1997 CASH AND CASH EQUIVALENTS $2,738,415 $5,437,003 SECURITIES AVAILABLE FOR SALE, at fair value 111,894,153 73,976,278 SECURITIES HELD TO MATURITY, fair values of $2,966,442 and $4,122,000 respectively 2,976,011 4,156,732 LOANS RECEIVABLE, net 140,501,171 127,334,958 PREMISES AND EQUIPMENT 2,955,968 3,318,561 OTHER ASSETS 2,180,405 1,714,291 Total assets $263,246,123 $215,937,823 LIABILITIES AND STOCKHOLDERS' EQUITY June 30, September 30, 1998 1997 DEPOSITS $143,096,664 $132,718,390 FEDERAL HOME LOAN BANK ADVANCES 54,591,963 18,282,186 OTHER LIABILITIES 6,922,332 6,374,246 Total liabilities $204,610,959 $157,374,822 STOCKHOLDERS' EQUITY: Preferred stock, no par, no shares issued, 2,000,000 authorized 0 0 Common stock, par $.01 per share, 4,628,750 issued and outstanding, 10,000,000 authorized 46,288 46,288 Additional paid-in capital 45,281,446 45,113,004 Retained earnings 15,025,814 13,714,336 Treasury Stock at cost, 230,500 and 0, respectively (4,264,576) 0 Unrealized gain on securities available for sale, net 7,890,320 5,687,696 Unearned Compensation (5,344,128) (5,998,323) Total stockholders' equity 58,635,164 58,563,001 Total liabilities and stockholders' equity $263,246,123 $215,937,823 The accompanying notes are an integral part of these statements COMMUNITY FEDERAL BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Nine Months Ended June 30, Ended June 30, 1998 1997 1998 1997 INTEREST INCOME: Interest and fees on loans $2,733,348 $2,475,837 $7,958,834 $7,256,593 Interest on securities, HTM 43,654 67,907 155,964 211,514 Interest on securities, AFS 1,518,525 1,081,828 3,968,909 3,363,554 Total interest income 4,295,527 3,625,572 12,083,707 10,831,661 INTEREST EXPENSE: Interest on deposits 1,821,721 1,660,057 5,298,536 4,953,249 Other interest expense 713,639 101,889 1,542,703 134,708 Total interest expense 2,535,360 1,761,946 6,841,239 5,087,957 PROVISION FOR LOAN LOSSES 30,000 0 55,000 10,000 Net interest income after provision for loan losses 1,730,167 1,863,626 5,187,468 5,733,704 NONINTEREST INCOME: Deposit fees 28,002 19,146 68,259 59,511 Loan servicing fees 87,334 57,262 265,243 161,014 Other income 365,298 8,634 581,642 30,472 Total noninterest income 480,634 85,042 915,144 250,997 NONINTEREST EXPENSE: Compensation and benefits 616,163 663,477 1,795,197 1,359,650 Occupancy and equipment 46,740 36,676 130,688 90,835 Other operating expense 187,924 220,576 667,402 674,079 Total noninterest expense 850,827 920,729 2,593,287 2,124,564 Income before income taxes 1,359,974 1,027,939 3,509,325 3,860,137 PROVISION FOR INCOME TAXES 474,379 378,433 1,229,292 1,438,223 NET INCOME $885,595 $649,506 $2,280,033 $2,421,914 EARNINGS PER SHARE BASIC $0.22 $0.15 $0.56 $0.57 DILUTED $0.21 $0.14 $0.53 $0.54 The accompanying notes are an integral part of these statements COMMUNITY FEDERAL BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 (unaudited) 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,280,033 $2,421,914 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 88,128 57,481 Amortization of premium / discounts, net 94,973 (27,073) Amortization of Unearned Compensation 836,111 594,139 Provision for loan losses 55,000 10,000 Gain on sale of securities AFS, net (611,836) 28,685 Changes in assets and liabilities: Increase (Decrease) in other assets (466,115) 407,595 Decrease (Increase)in other liabilities (1,048,438) (1,404,617) Total adjustments (1,052,177) (333,790) Net cash provided by operating activities 1,227,856 2,088,124 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities and principal payments on securities, AFS 27,320,693 8,635,811 Proceeds from maturities and principal payments on securities, HTM 1,171,736 319,281 Proceeds from sale of securities, AFS 683,605 5,397,466 (Purchase of) sale of property and equipment 274,465 (1,610,681) Loan (originations) and principal repayments, net (13,221,213) (7,988,349) Purchase of securities, AFS (61,597,176) (4,984,675) Net cash used by investing activities (45,367,890) (231,148) CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in customer deposits, net 10,378,274 1,191,797 Dividends paid (968,555) (12,563,365) Purchase of Treasury Stock (4,264,576) 0 Purchase of Stock for stock plan trusts (13,474) (3,009,456) Proceeds(repayments) from FHLB advances 36,309,777 14,000,000 Net cash provided by financing activities 41,441,446 (381,024) Net increase in cash and cash equivalents (2,698,588) 1,475,952 CASH AND CASH EQUIVALENTS, beginning of year 5,437,003 4,205,679 CASH AND CASH EQUIVALENTS, end of period $2,738,415 $5,681,631 The accompanying notes are an integral part of these statements COMMUNITY FEDERAL BANCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION Community Federal Bancorp, Inc. (The "Company") was incorporated in the State of Delaware on November 22, 1995, for the purpose of becoming a holding company to own all of the outstanding capital stock of Community Federal Savings Bank (the "Bank"), an existing Stock Bank which was 100% owned by Community Federal Mutual Holding Company (the "MHC"). Upon the conversion from a federally chartered mutual holding company form of organization to a federally chartered stock savings association (the "Conversion"), the MHC was dissolved. The accompanying unaudited condensed consolidated financial statements as of June 30, 1998, and for the three and nine month periods then ended, include the accounts of the Company and the Bank. All significant intercompany transactions and accounts have been eliminated in consolidation. The condensed consolidated financial statements were prepared by the company without an audit, but in the opinion of management, reflect all adjustments necessary for the fair presentation of financial position and results of operations for the three and nine month periods ended June 30, 1998 and 1997. Results of operations for the current interim period are not necessarily indicative of results expected for the fiscal year ended September 30, 1998. While certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange commission, management believes that the disclosures herein are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended September 30, 1997. The accounting policies followed by the Bank are set forth in the summary of significant accounting policies in the Bank's September 30, 1997 consolidated financial statements. 2. STOCK CONVERSION On March 14, 1996, the Conversion to a federally chartered stock savings bank through amendment of its charter, dissolution of the MHC, 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 $1,300,000 including underwriting fees. These conversion costs were deducted from the gross proceeds of the sale of the common stock. In connection with the Conversion, the Company has established an employee stock ownership plan (the "ESOP"). The ESOP purchased approximately 8%, or 363,200 shares, of the total shares of common stock sold. The company lent $3,632,000 to the ESOP for the purchase of the shares of common stock. Unearned compensation for the ESOP was charged to stockholders' equity and is reduced ratably in connection with principal payments under the terms of the Plan. The Management Recognition and Retention Plan Trust and the Stock Option Plan (the "Plans") were approved by shareholders and was effective April 1, 1997. Under the Management Recognition and Retention Plan ("MRP"), employees and directors could be awarded an aggregate amount of shares of common stock equal to 4% of the shares issued in the Conversion (185,150 shares of common stock). The aggregate fair market value of the shares purchased by the MRP is considered unearned compensation at the time of purchase and compensation is earned ratably over the stipulated vesting period. Under the Company's Stock Option Plan, employees and directors could be granted options to purchase an aggregate amount of shares of common stock equal to 10% of the shares issued in the Conversion (462,875 shares of common stock) at exercise prices equal to the market price of the common stock on the date of grant. The Company accounts for the Stock Option Plan under the provisions of Accounting Principles Board Opinion No 25, Accounting for Stock Issued to Employees. 3. EARNINGS PER SHARE Basic earning per share were computed by dividing net income by the weighted average number of shares of common stock outstanding during the three and nine months ended June 30, 1998 and 1997. Common stock outstanding consists of issued shares less treasury stock, unallocated ESOP shares, and shares owned by the MRP and Stock option plan trust. Diluted earnings per share for the three and nine months ended June 30, 1998 and 1997, were computed by dividing net income by the weighted average number of shares of common stock and the dilutive effect of the shares awarded under the MRP and Stock Option plans, based on the treasury stock method using an average fair market value of the stock during the respective periods. In 1997, the Company adopted SFAS No. 128, "Earnings Per Share," effective December 15, 1997. As a result, the Company's reported earnings per share for 1997 were restated. The following table represents the earnings per share calculations for the three and nine months ended June 30, 1998 and 1997, accompanied by the effect of this accounting change on previously reported earnings per share: Per Share For the Three Months Ended Income Shares Amount June 30, 1998 Net Income $885,595 Basic earnings per share: Income available to common shareholders $885,595 3,957,574 $0.22 Dilutive Securities Management recognition plan shares 140,120 Stock option plan shares 61,369 Diluted earning per share: Income available to common shareholders plus assumed conversions $885,595 4,159,063 $0.21 Per Share For the Three Months Ended Income Shares Amount June 30, 1997 Net Income $649,506 Basic earnings per share: Income available to common shareholders $649,506 4,180,358 $0.16 Dilutive Securities: Management recognition plan shares 174,545 Stock option plan shares 63,124 Diluted earnings per share: Income available to common shareholders plus assumed conversion $649,506 4,418,027 $0.15 Per Share For the Nine Months Ended Income Shares Amount June 30, 1998 Net income $2,280,033 Basic earnings per share: Income available to common shareholders $2,280,033 4,057,863 $0.56 Dilutive Securities: Management recognition plan shares 140,120 Stock option plan shares 68,993 Diluted earning per share: Income available to common shareholders plus assumed conversions $2,280,033 4,266,976 $0.53 June 30, 1997 Net income $2,421,914 Basic earnings per share: Income available to common shareholders $2,421,921 4,251,494 $0.57 Dilutive Securities: Management recognition plan shares 174,545 Stock option plan shares 53,497 Diluted earning per share: Income available to common shareholders plus assumed conversions $2,421,914 4,479,535 $0.54 Changes in previously reported EPS: For the Period ended June 30, 1997 Three Months Nine Months Earnings per share, as reported: $0.15 $0.56 Earnings per share, as restated: Basic $0.16 $0.57 Diluted $0.15 $0.54 4. PENDING ACCOUNTING PRONOUNCEMENTS The AICPA has issue Statements of Position 98-1, Accounting for the cost of Computer Software Developed or Obtained for Internal Use. This statement requires capitalization of external direct cost of materials and services; payroll and payroll-related cost for employees directly associated; and interest cost during development of computer software for internal use (planning and preliminary cost should be expensed). Also, capitalization cost of computer software developed or obtained for internal use should be amortized on a straight-line basis unless another systematic and rational basis is more representative of the software's use. This statement is effective for financial statements for fiscal years beginning after December 15, 1998 and is should not be applied retroactively to Financial Statements of prior periods. Statements of Financial Accounting Standards ("SFAS") No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits," revises employers' disclosures about pension and other postretirement benefit plans. It does no change the measurement or recognition of those plans. It standardizes the disclosure requirements for pensions and other postretirement benefits to the extent practicable, requires additional information on changes in the benefit obligations and fair values of plan assets that will facilitate financial analysis, and eliminates certain disclosures that are no longer as useful. The Statement suggest combined formats for presentation of pension and other postretirement benefit disclosures. This Statement is effective for fiscal years beginning after December 15, 1997. Earlier application is encouraged Restatement of disclosures for earlier periods provided for comparative purposes is required unless the information is no readily available, in which case the notes to the financial statements should include all available information and a description of the information not available. SFAS No 133, "Accounting for Derivatives Instruments and Hedge Activities," establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities, It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fain value. This Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Initial application of this Statement should be as of the beginning of an entity's fiscal quarter, on that date, hedging relationships must be designated anew and documented pursuant to the provisions of this Statement. Earlier application of all of the provisions of this Statement is encouraged, but it is permitted only as of the beginning of any fiscal quarter that begins after issuance of this Statement. This Statement should not be applied retroactively to financial statements of prior periods. Management believes there will be no material effect on the consolidated financial statements from the adoption of these pronouncements. Part 1 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS On March 25, 1996, Community Federal Bancorp, Inc. (The "Company") completed the sale of 4,628,750 shares of its common stock in an initial public offering at a price of $10.00 and simultaneously acquired the shares of common stock of Community Federal Savings Bank (the "Bank") in connection with the mutual to stock conversion (the "Conversion"). Costs associated with the conversion were approximately $1,300,000. Prior to March 25, 1996, the Company had not issued any stock, had no assets or liabilities, and had not engaged in any business activities other than of an organizational nature. Accordingly, the financial data for periods prior to March 24, 1996 included herein reflect the operations of the Bank only. Comparisons of Financial Conditions at June 30, 1998 and September 30, 1997 Total assets increased by $47.3 million, or 21.9%, from $215.9 million at September 30, 1997 to $263.2 million at June 30, 1998. The increase in total assets was primarily attributed to a $37.9 million increase in securities available for sale and $13.1 million increase in loans receivable. Equity increased $72,000 since September 30, 1997, which was primarily attributed to a $2.2 million increase in the unrealized gain on securities available for sale, the $2.3 million in net income for the nine month period, and the $800,000 net change in unearned compensation related to the benefit plans which were partially offset by the purchase of $4.3 million in treasury stock, the declaration of dividends of $970,000. Comparison of Results of Operations for the Three Months Ended June 30, 1998 and 1997 The company reported net income for the three months ended June 30, 1998 of $886,000 as compared to $650,000 for the three months ended June 30, 1997. The $236,000 or 36.3% increase in income for the three months ended June 30, 1998 was primarily an increase in non-interest income of $396,000 and a decrease of non-interest expense of $70,000 offset by a $133,000 decrease in net interest income after provision for loan loss and an increase of $96,000 in provision for income tax expense. Net Interest Income Net interest income after provision for loan losses for the three months ended June 30, 1998 amounted to $1.7 million as compared to $1.9 million for the three months ended June 30, 1997. Total interest income increased $670,000 during the quarter ended June 30, 1998 as compared to the same three month period of the prior year. This increase resulted primarily from increased interest and fees on the higher average balance in interest earning assets discussed above. Total interest expense increased $773,000 during the second quarter 1998 compared to the same three month period of the previous year. The above resulted from the increase in FHLB advances to help fund the $12.4 million growth in Securities and the $4.8 million growth in loans receivable for the quarter ended June 30, 1998. Provision for Loan Losses A $30,000 provision for loan losses was made during the third quarter of 1998 to correspond with the volume in the mortgage and consumer loan portfolio. There was no provision made for loan loss reserve during the third quarter of 1997. This adjustment reflects management's estimates which took into account historical experience, the amount of nonperforming assets, and general economic condition. Total nonperforming assets at June 30, 1998 were $736,000, compared to $633,000 at June 30, 1997. Noninterest Income Noninterest income increased $396,000 from $85,000 for the three months ended June 30, 1997 to $481,000 for the three months ended June 30, 1998. This increase was primarily attributable to increased fee income and gains on sales of securities, which are included in other income. Noninterest Expense Noninterest expense decreased $70,000 from $920,000 for the three months ended June 30, 1997 to $850,000 for the three months ended June 30, 1998. Chief reasons for the decrease were the decrease in compensation expense associated with the benefit plans and a decrease in other expense which was mainly training expense associated with the new branch. Provision for Income Tax Income tax expense for the three months ended June 30, 1998 increased $96,000 to $474,000 as compared to income tax expense of $378,000 for the three months ended June 30, 1997. This increase is the result of the increase in income before income taxes. Comparisons of Results of Operations for the Nine Months Ended June 30, 1998 and 1997. The Company reported net income for the nine months ended June 30, 1998 of $2.3 million as compared to $2.4 million for the nine months ended June 30, 1997. The decrease in income for the nine months ended June 30, 1998 was due mainly to an increase in interest expense related to the increase in FHLB advances used to fund the special dividend paid in May 1997 as well as the Company's loan growth offset by an increase in non-interest income relating to increase fee income and gain on sale of securities. Net Interest Income Net interest income after provision for loan losses for the nine months ended June 30, 1998 amounted to $5.2 million as compared to $5.7 million for the nine months ended June 30, 1997. Total interest income increased $1.3 million during the nine months ended June 30, 1998 as compared to the same nine month period of the prior year. This increase resulted primarily from increased interest and fees on the higher average balance in interest earning assets. Total interest expense for the nine month period ended June 30, 1998 increased $1.8 million compared to the same nine month period of the prior year. The above resulted from the increase in FHLB advances to fund the strong growth in interest earning assets. Provisions for Loan Losses A $55,000 provision for loan losses was made during the nine months ended June 30, 1998, to correspond with the volume in the mortgage and consumer loan portfolio, compared to the $10,000 provision made during the nine months ended June 30, 1997. This adjustment reflects management's estimates which took into account historical experience, the amount of nonperforming assets, and general economic conditions. Charge offs , net of recoveries for the nine month period ended June 30, 1998 were $69,000. The allowance for loan losses at June 30, 1998 was $576.000 compared to $580,000 at June 30, 1997. Noninterest Income Non-interest income increased $664,000 from $251,000 for the nine months ended June 30, 1997 to $915,000 for the nine months ended June 30, 1998. This increase was attributable to increased fee income and the gain on the sale of securities available for sale. Noninterest Expense Noninterest expense increased by $469,000 from $2.1 million for the nine months ended June 30, 1997 to $2.6 million for the nine months ended June 30, 1998. The increase was primarily due to an increase in compensation expense associated with the establishment of the benefit plans approved by the shareholders at the 1996 annual meeting, adding loan officers, and raising personnel levels to staff the Company's new Branch, as well as operational costs associated with the new Branch. Provision for Income Tax Income tax expense for the nine months ended June 30, 1998 decreased by $209,000 to $1.2 million as compared to the income tax expense of $1.4 million for the nine months ended June 30, 1997. This decrease was due to the overall decrease in income before income taxes. Capital Resources The Bank's primary sources of funds are customer deposits, repayments of loan principal, and interest from loans and investments. While scheduled principal repayments on loans and mortgage-backed securities are relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. The Bank manages the pricing of its deposits to maintain a desired deposit balance. In addition, the Bank invests in short term interest-earning assets which provide liquidity to meet lending requirements. The Bank is required to maintain certain levels of regulatory capital. At June 30, 1998, the Bank was in compliance with all regulatory capital requirements. Year 2000 Issue The Year 2000 Problem ( the "Y2K") is the programming problem caused by some computer software programs and hardware systems using only two digits to indicate a year and assuming that the first two digits of any year are "19". Risks to the Company if its computer systems are not Y2K compliant include the inability to process customer deposits or checks drawn on the Bank, inaccurate interest accruals and maturity dates of loans and time deposits, and the inability to update accounts for daily transactions. Other risks to the Company exist if certain of its vendors', suppliers', and customers' computer systems are not Y2K compliant. These risks include the inability for the Banks to communicate with its data processing center if phone systems are not working, the interruption of business in the event of power outrages, the inability of loan customers to comply with repayment terms if their business is interrupted, and the inability to make payment for checks drawn on the Bank, receive payment for checks deposited by the Banks's customers or invest excess funds if the Federal Reserve Bank's or correspondent banks' are not Y2K. The Company's most important mission critical system is the software and hardware responsible for maintaining and processing general ledger, deposits, and loan accounts. The Vendors of this software and hardware have had independent confirmation that their products are Y2K compliant. The Bank will be involved in a test of their systems in the forth quarter of 1998. Testing of all systems is scheduled to be complete by the end of 1998. The Company is in the process of contacting its key vendors, suppliers and customers to determine their Y2K compliance. The Company is also in the process of establishing a contingency plan, which is scheduled to be completed by the end of 1998. The Company estimates that the cost of testing and updating its systems for Y2K compliance to be less than $50 thousand. PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time, the Company and any subsidiaries may be a party to various legal proceedings incident to its or their business. At June 30, 1998, there were no legal proceedings to which the Company or any subsidiary was a party, or to which any of their property was subject, which were expected by management to result in a material loss. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K during the quarter ended June 30, 1998 1. On June 10, 1998 the Company filed a current report on Form 8-K announcing H. Lewis Whitfield had been named as the new President for the Company and it's subsidiary, the Bank. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMUNITY FEDERAL BANCORP, INC. Date: August 14, 1998 (S) Jim Ingram Jim Ingram, Chief Executive Officer Date: August 14, 1998 (S) Sherry McCarty Sherry McCarty, Chief Financial Officer