SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 20, 2001
COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
ILLINOIS 0-26292 37-1337630
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
240 E. CHESTNUT STREET
OLNEY, ILLINOIS 62450-2295
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (618) 395-8676
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 20, 2001, Community Financial Corp., an Illinois
corporation (the "Company"), completed the sale of all of the issued and
outstanding shares of capital stock of American Bank of Illinois in Highland
("American"). American was purchased by First Mid-Illinois Bank & Trust, N.A.
for $3,700,000 in cash. The consideration payable pursuant to the transaction
was determined through arms'-length negotiations between the parties.
The Company will retain the cash proceeds of the sale of
American as working capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. Not applicable.
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(b) Pro forma financial information. The following unaudited
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pro forma combined financial statements of the Company are filed herewith:
Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2001
Unaudited Pro Forma Condensed Statement of Operations as of
March 31, 2001
Unaudited Pro Forma Condensed Statement of Operations as of
December 31, 2000
(c) Exhibits. See Exhibit Index.
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PRO FORMA FINANCIAL INFORMATION
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The following pro forma financial information is not intended to
be indicative of the actual results had these transactions occurred as of the
dates indicated below nor do they purport to indicate results which may be
attained in the future. The pro forma financial statements should be read in
conjunction with the historical consolidated financial statements of the
Company, including its consolidated financial statements as of and for the
three months ended March 31, 2001, included in its Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 filed with the Securities and
Exchange Commission.
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UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 2001
(Dollars in thousands)
American Notes to
Pro Forma American
Historical Adjustment Adjustment Pro Forma
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Assets:
Cash and cash equivalents $ 22,950 $ 1,459 (1) $ 24,409
Securities available for sale 37,108 (3,705) (2) 33,403
Securities held to maturity 859 0 859
Mortgage-backed securities 10,301 0 10,301
Loans receivable, net 138,541 (24,083) (2) 114,458
Foreclosed real estate, net 311 0 311
Accrued interest receivable 2,239 (295) (2) 1,944
Premises and equipment, net 4,913 (1,794) (2) 3,119
Prepaid income taxes 434 114 (2) 548
Deferred income taxes 299 (31) (2) 268
Goodwill 583 (583) (2) 0
Other assets 530 (141) (1) 389
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Total Assets $ 219,068 $ (29,059) $ 190,009
========= ========= =========
Liabilities:
Deposits $ 177,431 $ (29,371) (2) $ 148,060
Federal Home Loan Bank advances 5,000 0 5,000
Repurchase agreements 2,758 0 2,758
Escrow 47 0 47
Accrued interest payable 444 (128) (2) 316
Other liabilities 386 (52) (2) 334
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Total Liabilities $ 186,066 $ (29,551) $ 156,515
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Stockholder equity:
Common stock $ 26 $ 0 $ 26
Additional paid-in capital 25,641 0 25,641
Treasury stock (6,263) 0 (6,263)
Accumulated other comprehensive
Income 60 (8) (2) 52
Retained earnings 13,538 500 (1) 14,038
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Total stockholder equity $ 33,002 $ 492 $ 33,494
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Total liabilities and stockholder equity $ 219,068 $ (29,059) $ 190,009
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<FN>
(1) To record the proceeds received from the sale of American of $3.7 million.
(2) To eliminate the recorded balances as of March 31, 2001.
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UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(Dollars in thousands)
American Notes to
Pro Forma American
Historical Adjustment Adjustment Pro Forma
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Interest Income
Loans $ 3,021 $(532) (1) $ 2,489
Other 867 (78) (1) 789
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Total interest income $ 3,888 $(610) $ 3,278
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Interest Expense
Deposits $ 2,059 $(286) (1) $ 1,773
Borrowed funds 119 (11) (1) 108
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Total interest expense $ 2,178 $(297) $ 1,881
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Net interest income $ 1,710 $(313) $ 1,397
Provision for loan losses 49 0 (1) 49
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Net interest income
after provision $ 1,661 $(313) $ 1,348
Non-interest income 427 (122) (1) 305
Non-interest expense 1,682 (305) (1) 1,377
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Income (loss) before taxes $ 406 $(130) $ 276
Provision for (benefit from) taxes 141 (52) (1) 89
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Net income from continued operations $ 265 $ (78) $ 187
Gain (Loss) on disposal of business segment (2,516) 670 (2) (1,846)
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Net Income (loss) $(2,251) $ 592 $(1,659)
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Basic earnings (loss) per share $ 0.59 $ 0.09
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Diluted earnings (loss) per share $ 0.59 $ 0.09
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<FN>
(1) To eliminate the recorded balances.
(2) To record the gain on disposition of American.
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UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000
(Dollars in thousands)
American Notes to
Pro Forma American
Historical(3) Adjustment Adjustment Pro Forma
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Interest Income
Loans $ 12,678 $(1,968) (1) $ 10,710
Other 4,605 (305) (1) 4,300
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Total interest income $ 17,283 $(2,273) $ 15,010
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Interest Expense
Deposits $ 8,099 $(1,021) (1) $ 7,078
Borrowed funds 1,962 (99) (1) 1,863
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Total interest expense $ 10,061 $(1,120) $ 8,941
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Net interest income $ 7,222 $(1,153) $ 6,069
Provision for loan losses 2,881 (175) (1) 2,706
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Net interest income
after provision $ 4,341 $ (978) $ 3,363
Non-interest income 1,655 (343) (1) 1,312
Non-interest expense 7,637 (1,273) (1) 6,364
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Income (loss) before taxes $ (1,641) $ (48) $ (1,689)
Provision for (benefit from) taxes (477) (19) (1) (496)
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Net income from continued operations (1,164) (29) (1,193)
Gain (Loss) on Disposal of business segment (0) 0 (2) 0
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Net Income (loss) $ (1,164) $ (29) $ (1,193)
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Basic earnings (loss) per share $ (0.67) $ (0.70)
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Diluted earnings (loss) per share $ (0.67) $ (0.70)
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<FN>
(1) To eliminate the recorded balances.
(2) To record the gain on disposition of American.
(3) Reflects adjusted balances for the previous sales of affiliated banks.
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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.
Dated: August 14, 2001
COMMUNITY FINANCIAL CORP.
By /s/ Wayne H. Benson
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Wayne H. Benson
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2 Stock Purchase Agreement, dated as of January 24, 2001,
by and among Community Financial Corp., American Bank of
Illinois in Highland and First Mid-Illinois Bank &
Trust, N.A., incorporated by reference to Exhibit 2.1 to
the Company's Amendment No. 1 on Form 10-KSB dated April
30, 2001.
99 Press Release, dated April 20, 2001.
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EXHIBIT 99
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NEWS RELEASE
CONTACT:
Wayne H. Benson
President & Chief Executive Officer
(618) 395-8676
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FOR IMMEDIATE RELEASE
COMMUNITY FINANCIAL CORP. ANNOUNCES
SALE OF BANK
OLNEY, Ill.--(BUSINESS WIRE)--April 20, 2001--Wayne H. Benson, President and
CEO of Community Financial Corp., (Nasdaq.nms: CFIC) announced today that the
Company had completed the sale for cash of all of the outstanding shares of
American Bank of Illinois in Highland. American Bank of Illinois in Highland
was purchased by First Mid-Illinois Bank & Trust, N.A., of Mattoon, Illinois,
for $3,700,000.
The Company has also executed an Agreement of Affiliation and Merger with
First Financial Corporation of Terre Haute, Indiana, for the merger of the
Company with a wholly-owned subsidiary of First Financial. The Agreement is
subject to regulatory and shareholder approval and, if approved, is expected
to close in the late summer or early fall of 2001.