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, 1997
Commission File Number: 0-27930
Community Federal Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 64-086536
(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, 1997
Common Stock, 4,628,750 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, 1997 AND
SEPTEMBER 30, 1996
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR 3
THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
AND THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 4
FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
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 8
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
OTHER INFORMATION 11
SIGNATURES 12
Part I. Financial Information
Item 1. Financial Statements
COMMUNITY FEDERAL BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
ASSETS
June 30, September 30,
1997 1996
CASH AND CASH EQUIVALENTS $5,681,631 $4,205,679
SECURITIES AVAILABLE FOR SALE, at fair value 69,855,016 75,111,784
SECURITIES HELD TO MATURITY,
fair values of $4,366,661 and
$4,625,305, respectively 4,430,788 4,755,702
LOANS RECEIVABLE, net 125,609,234 117,630,885
PREMISES AND EQUIPMENT 2,160,467 607,267
OTHER ASSETS 1,298,030 1,705,625
Total assets $209,035,166 $204,016,942
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, September 30,
1997 1996
DEPOSITS $132,932,230 $131,740,433
OTHER LIABILITIES 18,717,161 5,137,613
Total liabilities 151,649,391 136,878,046
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 45,087,259 45,006,311
Retained earnings 12,891,668 22,511,930
Unrealized gain on securities
available for sale, net 5,494,967 3,038,477
Unearned ESOP compensation (6,134,407) (3,464,110)
Total stockholders' equity 57,385,775 67,138,896
Total liabilities and stockholders' equity $209,035,166 $204,016,942
The accompanying notes are an integral part of these statements
<TABLE>
COMMUNITY FEDERAL BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Nine Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
<C> <S> <S> <S> <S>
INTEREST INCOME:
Interest and fees on loans $2,475,837 $2,186,699 $7,256,593 $6,279,311
Interest and dividends
on securities 348,616 506,100 1,113,770 1,451,640
Interest on mortgage-backed
and related securities 801,119 814,611 2,461,298 1,797,389
Total interest income 3,625,572 3,507,410 10,831,661 9,528,340
INTEREST EXPENSE:
Interest on deposits 1,660,057 1,650,879 4,953,249 5,271,920
Other interest expense 101,889 134,708 18,936
Total interest expense 1,761,946 1,650,879 5,087,957 5,290,856
PROVISION FOR LOAN LOSSES 0 5,000 10,000 20,000
Net interest income after
provision for loan losses 1,863,626 1,851,531 5,733,704 4,217,484
NONINTEREST INCOME:
Deposit fees 19,146 6,530 59,511 27,554
Loan servicing fees 57,262 43,707 161,014 120,893
Other income 8,634 2,759 30,472 83,104
Total noninterest income 85,042 52,996 250,997 231,551
NONINTEREST EXPENSE:
Compensation and benefits 663,477 343,435 1,359,650 851,534
Occupancy and equipment 36,676 30,799 90,835 88,116
Other operating expense 220,576 201,000 674,079 568,109
Total noninterest expense 920,729 575,234 2,124,564 1,507,759
Income before income taxes 1,027,939 1,329,293 3,860,137 2,941,276
PROVISION FOR INCOME TAXES 378,433 484,116 1,438,223 1,100,316
NET INCOME $649,506 $845,177 $2,421,914 $1,840,960
EARNINGS PER SHARE - Primary* $0.15 $0.18 $0.56 $0.40
SHARES OUTSTANDING LESS
UNALLOCATED ESOP 4,282,339 4,628,750 4,282,339 4,628,750
*Fully diluted income per share for the period ending June 30, 1997 was
anti-dilutive.
The accompanying notes are an integral part of these statements
COMMUNITY FEDERAL BANCORP, INC.
STATEMENT OF CASH FLOWS
June 30, 1997 AND 1996
<CAPTION>
<C> <S> <S>
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,421,914 $1,840,961
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 57,481 57,800
Deferred loan fees 11,465 66,891
Accreation of discounts, net (27,073) (592,962)
Amortization of Unearned Compensation 594,139 0
Provision for loan losses 10,000 20,000
Gain on sale of securities, net 28,685 (53,711)
Changes in assets and liabilities:
Increase (Decrease) in other assets 407,595 21,322
Increase in interest and dividends receivable 0 (221,880)
Decrease (Increase) in other liabilities (1,303,936) 1,239,018
Total adjustments (221,644) 536,478
Net cash provided by operating activities 2,200,270 2,377,439
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securitie 4,986,294 9,503,608
Proceeds from sales of securities 5,397,466 1,454,596
Principal collections and maturities on mortgage-
backed and related securities 3,968,797 3,935,595
Purchase of property and equipment (1,610,681) (13,678)
Loan (originations) and principal repayments, net (7,999,814) (15,528,687)
Purchase of securities (4,984,675) (35,990,256)
Net cash used by investing activities (242,613) (36,638,822)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in customer deposits, net 1,191,797 (4,055,550)
Repurchase of stock for stock plans (3,009,456)
Dividends paid (12,563,365) (347,157)
(Decrease) increase in advances from borrowers for
taxes and insurance (100,681) (96,048)
Net change in FHLB advances 14,000,000 (1,000,000)
Net proceeds from issuance of common stock 0 41,376,814
Net cash provided by financing activities (481,705) 35,878,059
Net increase in cash and cash equivalents 1,475,952 1,616,676
CASH AND CASH EQUIVALENTS, beginning of year 4,205,679 2,895,100
CASH AND CASH EQUIVALENTS, end of period $5,681,631 $4,511,776
The accompanying notes are an integral part of these statements
</TABLE>
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, 1997, 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, 1997 and 1996. Results of
operations for the current interim period are not necessarily
indicative of results expected for the fiscal year ended
September 30, 1997. 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, 1996. The accounting policies followed by the Bank
are set forth in the summary of significant accounting policies
in the Bank's September 30, 1996 consolidated financial
statements.
2. STOCK CONVERSION
On March 25, 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 were
effective April 1, 1997. Under the Management Recognition and
Retention Plan, 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)
and under the 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
at exercise prices equal to the market price of the common stock
on the date of grant.
3. PRO FORMA EARNINGS PER SHARE
Earnings per share for the three and nine months ended June 30,
1996 has been computed based on the weighted average number of
shares of common stock, less any unallocated ESOP shares, which
were outstanding during the three and nine month periods ended
June 30, 1997.
4. ACCOUNTING PRONOUNCEMENT
In June 1996, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (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 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 statements 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
adopted the provisions of the Standard on January 1, 1997. Based
on the Company's current operating activities, the adoption of
this statement did not have an impact on the Company's financial
condition or results of operations.
In February 1997, FASB issued SFAS No. 128, " Earnings per
Share". This Statement establishes standards for computing and
presenting earnings per share (ESP) and applies to entities with
publicly held common stock or potential common stock. This
Statement simplifies the standards for computing earnings per
share previously found in APB Opinion No 15, Earnings per Share,
and makes them comparable to international EPS standards, It
replaces the presentation of primary EPS with a presentation of
basic EPS and requires dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex
capital structures and requires a reconciliation denominator of
the diluted EPS computation.
This Statement is effective for financial statements issued for
periods ending after December 15, 1997, including interim
periods; earlier application is not permitted. This Statement
requires restatement of all prior-period EPS data presented. The
Company will adopt the Statement at fiscal year-end 1998. Basic
and diluted earnings per share under SFAS No 128 would be
identical to earning per share as presents in the financial
statements.
In June 1997, FASB issued SFAS No. 130, "Reporting of
Comprehensive Income". This Statement established standards for
reporting and display of comprehensive income and its components
(revenues, expenses, gains, and losses) in a full set of
financial statements. This statement also requires that all
items that are required to be recognized under accounting
standards as components of comprehensive income be reported in
financial statement that is displayed with the same prominence as
other financial statements.
This Statement is effective for fiscal years beginning after
December 15, 1997. Earlier application is permitted.
Reclassification of financial statements for earlier periods
provided for comparative purposes is required.
In June 1997, FSAB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". This
Statement establishes standards for the way that public business
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim
financial reports issued to stockholders. This Statement also
establishes standards for related disclosures about products and
services, geographic areas, and major customers. This Statement
requires the reporting of financial and descriptive information
about an enterprise's reportable operating segments.
This Statement is effective for financial statements for periods
beginning after December 15, 1997. In the initial year of
application comparative information for earlier years is to be
restated.
Part 1
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
On March 25, 1996, 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, 1997 and
September 30, 1996
Total assets increased by $5.0 million, or 2.5%, from $204
million at September 30, 1996 to $209 million at June 30, 1997.
The increase in total assets was primarily attributed to an $8
million increase in loans receivable and a $1.5 million increase
in premises and equipment, as a result of the construction of a
second branch, offset by a $5.6 million decrease in investments.
Equity decreased $10.1 million since September 30, 1996 as a
result of the declaration of a regular and a special dividend of
$11.9 million, the purchase of stock for the benefit plans of
$3.0 million, offset by a $2.5 million increase in unrealized
gain on securities available for sale and a $2.4 million in net
income for the nine months ended June 30, 1997. Other
liabilities increased $13.6 million, primarily due to increased
FHLB borrowings to fund the increase in assets and equity
reductions.
Comparison of Results of Operations for the Three Months Ended
June 30, 1997 and 1996
The company reported net income for the three months ended June
30, 1997 of $650,000 as compared to $845,000 for the three months
ended June 30, 1996. The decrease in income for the three months
ended June 30, 1997 was due primarily to a $345,000 increase in
noninterest expense offset by an increase of $32,000 in
noninterest income and a decrease in income tax expense of
$106,000.
Net Interest Income
Net interest income for the three months ended June 30, 1997
amounted to $1.9 million the same figure as reported for the
three months ended June 30, 1996. Total interest income
increased $118,000 during the quarter ended June 30, 1997 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 earning assets discussed above.
Total interest expense increased $111,000 during the quarter
ended June 30, 1997 compared to the same three month period of
the previous year. This increase in interest expense was
primarily attributed to the increase in FHLB Advances which are
included in other liabilities in the accompanying Consolidated
Statements of Financial Condition.
Provision for Loan Losses
No provision for loan losses was made during the third quarter of
1997, as compared to the $5,000 provision for loan losses during
the comparable 1996 third quarter. Such adjustments reflect
management's estimates which took into account historical
experience, the amount of nonperforming assets, and general
economic condition. Total nonperforming assets at June 30, 1997
were $633,000, compared to $812,000 at June 30, 1996. The
allowance for loan losses at June 30, 1997 was $580,000 compared
to $572,000 at June 30, 1996.
Noninterest Income
Noninterest income increased $32,000 from $53,000 for the three
months ended June 30, 1996 to $85,000 for the three months ended
June 30, 1997. This increase was primarily due to fee income on
the increased volume of loan originations and the increased
volume of now accounts.
Noninterest Expense
Noninterest expense increased $346,000 from $575,000 for the
three months ended June 30, 1996 to $921,000 for the three months
ended June 30, 1997. The primary reason for the increase was the
$320,000 increase in compensation expense associated with the
Benefit Plans of which approximately $140,000 of that increase
was associated with the special dividend that was paid on the
undistributed shares in the Management Recognition Plan.
Provision for Income Tax
Income tax expense for the three months ended June 30, 1997
decreased $106,000 to $378,000 as compared to income tax expense
of $484,000 for the three months ended June 30, 1996. This
decrease was the result of the decrease in income before income
taxes.
Comparisons of Results of Operations for the Nine Months Ended
June 30, 1997 and 1996.
The Company reported net income for the nine months ended June
30, 1997 of $2.4 million as compared to $1.8 million for the nine
months ended June 30, 1996. The increase was due primarily to a
$1.5 million increase in net interest income offset by a
$617,000 increase in noninterest expense and a $338,000 increase
in income tax expense.
Net Interest Income
Net interest income for the nine months ended June 30, 1997
amounted to $5.7 million as compared to $4.2 million for the nine
months ended June 30, 1996. The increase resulted from growth in
volume of earning assets, funded by the proceeds of the initial
public offering and FHLB Advances. A $203,000 decrease in
interest expense contributed to the $1.5 million increase in net
interest income.
Provisions for Loan Losses
A $10,000 provision for loan losses was made during the nine
months ended June 30, 1997, as compared to the $20,000 provision
made during the nine months ended June 30, 1996. This
adjustment reflects management's estimates which took into
account historical experience, the amount of nonperforming
assets, and general economic conditions.
Noninterest Expense
Noninterest expense increased by $617,000 from $1.5 million for
the nine months ended June 30, 1996 to $2.11 million for the nine
months ended June 30, 1997. The increase was primarily due to an
increase of $508,000 in compensation expense associated with the
Benefit Plans of which $140,000 of that increase was associated
with the special dividend that was paid on the undistributed
shares in the Management Recognition Plan.
Provision for Income Tax
Income tax expense for the nine months ended June 30, 1997
increased by $338,000 to $1.4 million as compared to the income
tax expense of $1.1 million for the nine months ended June 30,
1996. This increase was due to the overall increase in income
before income taxes.
Capital Resources
The Bank's primary sources of funds are customer deposits, FHLB
advances, repayments of loan principal, and interest from loans
and investments. While scheduled principal repayments on loans
and mortgage-backed securities are a 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. At June 30, 1997, the
Bank's liquidity, as measured for regulatory purposes was 13.58%.
The Savings Bank is required to maintain a specified amount of
capital pursuant to the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989 ("FIRREA") and regulations
promulgated thereunder by the OTS. 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 capital requirement. At June 30,
1997, the Savings Banks's tangible and core capital totaled $41.4
million, or 22.0% of adjusted total assets, which exceeded the
respective minimum requirements at that date by approximately
$38.5 million and $35.7 million, respectively , or 20.5% and
19.0% of total assets, respectively. The Savings Bank's risk-based
capital totaled $41.9 million at June 30, 1997, or 46.7% of
risk-weighted assets, which exceeded the current requirement of
8.0% by approximately $34.8 million, or 38.7% of risk-weighted
assets.
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, 1997, 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 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K during the quarter ended June 30,
1997
1. On May 5, 1997 the Company filed a current report on Form 8-K
announcing the declaration of a one time special dividend of
$2.50 per share.
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 13, 1997 (S) Jim Ingram
Jim Ingram, President
and Chief Executive Officer
Date: August 13, 1997 (S) Sherry McCarty
Sherry McCarty, Controller
and Principal Financial Officer
<TABLE> <S> <C>
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<S> <C>
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<PERIOD-END> JUN-30-1997
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<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 69855
<INVESTMENTS-CARRYING> 4431
<INVESTMENTS-MARKET> 4366
<LOANS> 126189
<ALLOWANCE> 580
<TOTAL-ASSETS> 209035
<DEPOSITS> 132932
<SHORT-TERM> 14000
<LIABILITIES-OTHER> 5038
<LONG-TERM> 0
0
0
<COMMON> 46
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<INCOME-PRE-EXTRAORDINARY> 3860
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<EPS-DILUTED> .56
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