FIRST M & F CORPORATION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarter ended June 30, 1999 Commission File Number 0-9424
FIRST M & F CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Mississippi 64-0636653
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
Registrant's telephone number: (601) 289-5121
No Change
---------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for shorter period that the registrant was required to
file such report), 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 registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 28, 1999
----- ----------------------------
Common stock ($5.00 par value) 3,639,179 shares
-1-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
FORM 10-Q
CONTENTS
--------
Page
----
PART I: FINANCIAL INFORMATION 3
Item 1 - Financial Statements (unaudited):
Condensed Consolidated Statements of Condition 4
Condensed Consolidated Statements of Income 5
Condensed Consolidated Statements of Comprehensive
Income 6
Condensed Consolidated Statements of Stockholders'
Equity 7
Condensed Consolidated Statements of Cash Flows 8-9
Notes to Condensed Consolidated Financial Statements 10
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-14
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 15
PART II: OTHER INFORMATION
Item 1 - Legal Proceedings 16
Item 2 - Changes in Securities 16
Item 3 - Defaults upon Senior Securities 16
Item 4 - Submission of Matters to a Vote of Security
Holders 16
Item 5 - Other Information 16
Item 6 - Exhibits and Reports on Form 8-K 16
Exhibit 11 - Computation of Earnings Per Share 17
SIGNATURE 18
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<PAGE>
PART I: FINANCIAL INFORMATION
Item 1 - Financial Statements
-3-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Condition
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
Assets 1999 1998 (1)
------ -------------- --------------
<S> <C> <C>
Cash and due from banks $ 26,360,660 $ 22,807,101
Interest bearing bank balances 2,041,774 6,485,441
Federal funds sold 1,500,000 18,850,000
Securities available for sale (cost of
$219,178,000 and $207,794,000) 215,740,504 210,646,083
Loans 438,302,439 414,183,683
Allowance for loan losses (6,399,198) (5,835,000)
-------------- --------------
Net loans 431,903,241 408,348,683
-------------- --------------
Bank premises and equipment 12,830,088 11,372,484
Accrued interest receivable 6,531,253 6,489,178
Other real estate 1,760,747 1,122,625
Intangible assets 3,111,305 3,241,435
Other assets 15,505,776 12,643,194
-------------- --------------
$ 717,285,348 $ 702,006,224
============== ==============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits:
Non-interest bearing $ 77,235,058 $ 78,492,190
Interest bearing 560,219,285 546,905,816
-------------- --------------
Total deposits 637,454,343 625,398,006
-------------- --------------
Federal funds and repurchase agreements 500,170 829,072
Other borrowings 13,577,239 8,570,778
Accrued interest payable 2,576,119 2,706,227
Other liabilities 1,254,689 990,564
-------------- --------------
Total liabilities 655,362,560 638,494,647
-------------- --------------
Stockholders' equity:
Common stock of $5.00 par value. 15,000,000
shares authorized; 3,639,779 shares issued
and outstanding 18,198,895 18,198,895
Additional paid-in capital 10,800,455 10,800,455
Retained earnings 35,078,707 32,722,727
Net unrealized gain (loss) on securities
available for sale (2,155,269) 1,789,500
-------------- --------------
Net stockholders' equity 61,922,788 63,511,577
-------------- --------------
$ 717,285,348 $ 702,006,224
============== ==============
<FN>
The accompanying notes are an integral part of these financial statements.
(1) Derived from audited financial statements.
</FN>
</TABLE>
-4-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
Interest income:
<S> <C> <C> <C> <C>
Interest and fees on loans $ 9,427,538 $ 9,007,929 $18,668,351 $ 17,820,053
Interest bearing bank
balances 36,196 120,305 113,846 261,983
Taxable investments 2,426,304 2,226,815 4,828,111 4,360,012
Tax exempt investments 759,918 705,130 1,529,269 1,321,949
Federal funds sold 19,058 205,004 196,229 501,656
------------ ------------ ----------- ------------
Total interest income 12,669,014 12,265,183 25,335,806 24,265,653
------------ ------------ ----------- ------------
Interest expense:
Deposits 5,573,788 6,008,364 11,337,558 11,688,833
Short-term borrowings 70,501 - 77,364 -
Other borrowings 180,958 100,767 301,067 347,565
------------ ------------ ----------- ------------
Total interest expense 5,825,247 6,109,131 11,715,989 12,036,398
------------ ------------ ----------- ------------
Net interest income 6,843,767 6,156,052 13,619,817 12,229,255
Provision for possible loan
losses 591,000 481,874 1,101,920 944,346
------------ ------------ ----------- ------------
Net interest income after
provision for possible
loan losses 6,252,767 5,674,178 12,517,897 11,284,909
------------ ------------ ----------- ------------
Other operating income:
Service charges on deposits 1,023,823 930,097 1,976,941 1,828,572
Credit insurance income 90,416 95,896 197,449 202,139
Mortgage banking income 177,641 162,068 346,908 357,669
Other fee income 124,216 140,033 237,057 257,924
Gains (losses) on AFS
investments 10,249 (5,160) 27,967 (11,744)
Other income 206,769 115,117 413,095 216,270
------------ ------------ ----------- ------------
Total other operating 1,633,114 1,438,051 3,199,417 2,850,830
income ------------ ------------ ----------- ------------
Other operating expenses:
Salaries and employee benefits 2,810,934 2,391,273 5,468,514 4,747,293
Net occupancy expense 316,863 291,363 603,689 548,815
Equipment and data processing
expenses 591,452 524,177 1,249,858 985,166
Other expenses 1,355,804 1,286,722 2,772,485 2,500,696
Total other operating ------------ ------------ ----------- ------------
expenses 5,075,053 4,493,535 10,094,546 8,781,970
------------ ------------ ----------- ------------
Income before income
taxes 2,810,828 2,618,694 5,622,768 5,353,769
Income taxes 716,770 589,870 1,446,899 1,366,843
------------ ------------ ----------- ------------
Net income $ 2,094,058 $ 2,028,824 $ 4,175,869 $ 3,986,926
============ ============ =========== ============
Weighted average shares 3,639,779 3,637,870 3,639,779 3,637,870
============ ============ =========== ============
Basic earnings per share $ 0.58 $ 0.56 $ 1.15 $ 1.10
====== ====== ====== ======
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
-5-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 2,094,058 $ 2,028,824 $4,175,869 $ 3,986,926
------------ ------------ ----------- ------------
Other comprehensive income:
Unrealized holding gains
(losses) on securities,
net of taxes of
$(1,819,370) and $(8,616)
for the three months
ended June 30, and
$(2,337,220) and $(20,406)
for the six months ended
June 30 (3,057,273) (14,970) (3,926,311) (35,341)
Plus (minus) reclassification
adjustments for (gains)
losses included in net
income, net of taxes of
$3,786 and $(1,866) for
the three months ended
June 30 and $9,508 and
$(3,993) for the six months
ended June 30 (7,349) 3,623 (18,458) 7,751
------------ ------------ ------------ ------------
Other comprehensive
income (3,064,622) (11,347) (3,944,769) (27,590)
------------ ------------ ------------ ------------
Total comprehensive
income (loss) $ (970,564) $ 2,017,477 $ 231,100 $ 3,959,336
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained Unrealized
Stock Capital Earnings Gain (Loss) Total
------ ---------- -------- ----------- -----
January 1,
<S> <C> <C> <C> <C> <C>
1998 $ 18,189,350 $ 10,741,276 $ 28,139,330 $ 576,041 $ 57,645,997
Net income - - 3,986,926 - 3,986,926
Cash
dividends
paid ($.48
per share) - - (1,629,434) - (1,629,434)
Net change in
unrealized
gain (loss) - - - (27,590) (27,590)
------------ ------------ ------------- ------------ -------------
June 30,
1998 $ 18,189,350 $ 10,741,276 $ 30,496,822 $ 548,451 $ 59,975,899
============ ============ ============= ============ =============
January 1,
1999 $ 18,198,895 $ 10,800,455 $ 32,722,727 $ 1,789,500 $ 63,511,577
Net income - - 4,175,869 - 4,175,869
Cash
dividends
paid ($.50
share) - - (1,819,889) - (1,819,889)
Net change in
unrealized
gain (loss) - - - (3,944,769) (3,944,769)
------------ ------------ ------------- ------------- ------------
June 30,
1999 $ 18,198,895 $ 10,800,455 $ 35,078,707 $ (2,155,269) $ 61,922,788
============ ============ ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1999 1998
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 4,175,869 $ 3,986,926
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 820,064 683,997
Provision for possible loan losses 1,101,920 944,346
Net investment amortization 309,614 339,292
(Gain) loss on sales of investments (28,183) 11,744
Deferred income taxes (186,444) (159,786)
(Increase) decrease in:
Accrued interest receivable (42,075) (347,312)
Cash surrender value of bank owned life
insurance (228,158) (159,726)
Increase (decrease) in:
Accrued interest payable (130,108) 5,274
Income taxes payable (98,367) (83,810)
Other, net 206,851 644,991
------------- -------------
Net cash provided by operating activities 5,900,983 5,865,936
------------- -------------
Cash flows from investing activities:
Purchases of securities available for sale (70,332,826) (59,950,684)
Sales of securities available for sale 12,457,727 5,496,869
Maturities of securities available for sale 46,270,440 24,768,496
Purchases of investment securities - (8,375,283)
Maturities of investment securities - 12,193,121
Net (increase) decrease in:
Interest bearing bank balances 4,443,667 1,060,841
Federal funds sold 17,350,000 (17,500,000)
Loans (25,896,287) (14,937,147)
Bank premises and equipment (2,141,906) (1,565,556)
Investment in bank owned life insurance - (10,000,000)
Proceeds from sales of other real estate
and other repossessed assets 587,754 632,145
------------- -------------
Net cash used in investing activities (17,261,431) (68,177,198)
------------- -------------
</TABLE>
(Continued)
-----------
-8-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1999 1998
---- ----
Cash flows from financing activities:
Net increase (decrease) in:
<S> <C> <C>
Non-interest bearing deposits $ (1,257,132) $ 3,418,066
Interest bearing deposits 13,313,469 67,407,990
Securities sold under agreements to
repurchase and other short-term borrowings (328,902) -
Proceeds from other borrowings 7,891,952 1,900,000
Repayments of other borrowings (2,885,491) (12,326,045)
Cash dividends (1,819,889) (1,629,434)
------------- -------------
Net cash provided by financing activities 14,914,007 58,770,577
------------- -------------
Net increase (decrease) in cash and
due from banks 3,553,559 (3,540,685)
Cash and due from banks at January 1 22,807,101 27,594,682
------------- -------------
Cash and due from banks at June 30 $ 26,360,660 $ 24,053,997
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE>
FIRST M & F CORPORATION AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1: Basis of Presentation
- ------------------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The condensed consolidated financial statements of First M & F
Corporation include the financial statements of Merchants & Farmers Bank, a
wholly owned subsidiary, and its wholly owned subsidiaries, First M & F
Insurance Co., M & F Financial Services, Inc. and M & F Bank Securities
Corporation. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1998.
Note 2: Statements of Cash Flows
- ---------------------------------
During the six months ended June 30, 1999 and 1998, the Company had the
following payments:
1999 1998
---- ----
Interest $ 11,846,097 $ 12,033,721
Income taxes 1,731,710 1,635,706
========== ==========
Note 3: Bank Owned Life Insurance
- ----------------------------------
In March, 1998, Merchants and Farmers Bank invested $10,000,000 in corporate
owned life insurance policies covering approximately 160 employees. The policies
are designed to generate earnings through increases in cash surrender value,
thus covering costs of current and potential employee benefit plans. The cash
surrender value of the policies at June 30, 1999 and 1998 was $10,630,416 and
$10,159,726.
Note 4: Acquisitions
- ---------------------
On July 8, 1999, the Company entered into a definitive agreement providing for
the merger of Community Federal Bancorp, Inc. (Community) into First M & F
Corporation. Terms of the agreement provide for Community shareholders to
receive 2.855 of the Company's common stock and $8.8457 in cash for each
outstanding share of Community stock. Community had 4,266,150 outstanding
shares at June 30, 1999. The merger will be accounted for as a purchase
transaction. Community Federal Bancorp is a savings bank headquartered in
Tupelo, Mississippi with three local branches and $308.69 million in assets at
June 30, 1999.
-10-
<PAGE>
FIRST M & F CORPORATION
Item 2: Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
-------------
The following provides a narrative discussion and analyses of significant
changes in the Company's results of operations and financial condition. This
discussion should be read in conjunction with the interim consolidated financial
statements and supplemental financial data presented elsewhere in this report.
Certain of the information included in this discussion contains forward looking
financial data and information that is based upon management's belief as well as
certain assumptions made by, and information currently available to management.
Specifically, this discussion includes statements with respect to the adequacy
of the reserve for possible loan losses; the effect of legal proceedings against
the Company's financial condition, results of operations and liquidity; year
2000 compliance issues; and market risk disclosures. Should one or more of these
risks materialize or the assumptions prove to be significantly different, actual
results may vary from those estimated, anticipated, projected or expected.
Financial Summary
- -----------------
Net income for the first half of 1999 was $4,175,869 or $1.15 per share as
compared to $3,986,926 or $1.10 per share in the first half of 1998. This 4.74%
increase was due to improved net interest margins and solid loan growth. Net
income for the second quarter of 1999 was $2,094,058 or $0.58 per share, as
compared to $2,028,824 or $0.56 per share for 1998. Return on assets for the
first half of 1999 was 1.16%, while the return on equity was 13.03%. In the
first half of 1998, the return on assets was 1.21%, with a return on equity of
13.48%. These ratios are reflective of the strong asset growth that the Company
achieved in the first quarter of 1999. Total assets at June 30, 1999 were
$717.29 million, while average assets for the first six months were $719.91
million.
Asset/Liability Management/Liquidity
- ------------------------------------
Responsibility for managing the Company's program for controlling and monitoring
interest rate risk and for maintaining income stability, given the Company's
exposure to changes in interest rates, is vested in the asset/liability
committee. Appropriate policy and guidelines, approved by the board of
directors, govern these actions. Monitoring is primarily accomplished through
weekly reviews and analysis of asset/liability market conditions. These include
rate shocked scenarios of up and down 100, 200 and 300 basis points; yield curve
scenarios; and prepayment risk scenarios. Additionally, static gap analysis is
used to highlight short-term repricing volumes. Management believes, at June 30,
1999, there is adequate flexibility to alter the rate structure as necessary to
minimize the exposure to changes in interest rates, should they occur.
The asset/liability committee further establishes guidelines, approved by
appropriate board action, by which the current liquidity position of the Company
is monitored to ensure adequate funding capacity. Accessibility to local,
regional and other funding sources is also maintained in order to actively
manage the funding structure that supports the earning assets of the Company.
These sources are primarily correspondent banks, the Federal Home Loan Bank and
the Federal Reserve.
-11-
<PAGE>
FIRST M & F CORPORATION
Net Interest Income
- -------------------
Net interest income for the first half of 1999 was up by $1.39 million or 11.37%
over the first half of 1998. Interest income was up while interest expenses
were down. Average earning assets for the first half of 1999 were $664.66
million as compared to $608.25 million for the first half of 1998. The tax-
equivalent net interest margin for the first half of 1999 was 4.37% as compared
to 4.32% in the first half of 1998. This improvement was attributable primarily
to decreases in the cost of funds, as the Company began to manage deposit costs
more conservatively in the second half of 1998. Loans also grew by 5.82% in the
first half of 1999 and grew by 12.34% from June 30, 1998. The Company's strategy
is to increase the loan component within the earning assets portfolio.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the first half of 1999 was $1,101,920 as
compared to $944,346 for the first half of 1998. This increase is reflective
primarily of the growth of the loan portfolio. Nonaccrual loans and 90 days past
due accruing loans as a percentage of loans outstanding were .49% at June 30,
1999 as compared to .54% at June 30, 1998. Annualized net charge-offs as a
percentage of average loans were .25% for the first half of 1999 as compared to
.35% for the first half of 1998. These statistics reflect the management's
conservative lending philosophy and its commitment to maintaining high asset
quality standards.
Non Interest Income
- -------------------
Non interest income for the first half of 1999 was 12.23% higher than in the
same period in 1998. The increase occurred in deposit income as well as in other
income. The most significant component of the other income increase was the
increase in cash surrender values of life insurance policies on employees of the
Company. This income amounted to $228 thousand in 1999 as compared to $160
thousand in the first half of 1998. Mortgage loan income decreased from 1998
levels due to the decreased volumes of mortgage originations. The amount of
refinancing activity has slowed down as rates have leveled off.
Non Interest Expense
- --------------------
The Company continues to monitor non interest expenses as it continues to grow
and expand into new markets. Personnel expenses increased from the first half of
1998 to the first half of 1999 due primarily to expansion efforts. Annualized
non interest expenses as a percentage of average assets were 2.80% for the first
half of 1999 as compared to 2.68% for the first half of 1998. The Company's
efficiency ratio was 57.01% for the first half of 1999 as compared to 54.88% in
the first half of 1998. Intangible asset amortization was $130,129 in 1999 as
compared to $118,101 in the first half of 1998.
Income Taxes
- ------------
Income taxes for 1999 were $80,056 more than in the first half of 1998,
reflecting effective tax rates of 25.73% for the first half of 1999 and 25.53%
for the first half of 1998. This increase in expense was caused primarily by
increases in pre-tax earnings.
-12-
<PAGE>
FIRST M & F CORPORATION
Assets/Liabilities
- ------------------
Assets grew by 2.18% from December 31, 1998 and by 4.80% from June 30, 1998.
Much of this increase has been prompted by deposit growth, as deposits grew by
$12.06 million in the first half of 1999. Loans grew by 5.82% in the first half
of 1999 as investments grew by 2.42%. The competition for loans has been very
strong in many of the Company's markets. Deposit growth and increased borrowings
have provided the funding for the 1999 loan growth. Loans as a percentage of
assets were 61.11% at June 30, 1999, 57.45% at March 31, 1999, and 59.00% at
December 31, 1999.
The Company occupied a new branch building in Clinton in the second quarter of
1999. Also, an office building in Madison should be completed in the third
quarter of 1999. These expansions should provide additional earning assets as
well as opportunities for fee income. The Company has begun construction of a
new branch in Ackerman which will replace the currently rented location. This
branch is expected to be occupied in the third quarter of 1999.
Equity
- ------
The Company's regulatory capital ratios at June 30, 1999, as shown below are in
excess of the minimum requirements and qualify the institution as "well
capitalized" under the risk-based capital regulations.
($ in Thousands)
----------------
Tier 1 capital $ 60,967
Tier 2 capital element 5,959
------
Total qualifying capital $ 66,926
======
Risk weighted assets $ 476,300
=======
Total qualifying capital/risk weighted assets 14.05%
=====
Leverage ratio 8.54%
====
The dividend payout ratio for the first half of 1999 was 43.48% based upon a
dividend of $.50 per share. The book value of the stock at June 30, 1999 was
$17.01, with a traded market value of $30.25 per share.
-13-
<PAGE>
FIRST M & F CORPORATION
Year 2000
- ---------
The Company has established a task-force to review all computer based systems
and applications to ensure proper functioning in the year 2000. The plan has
been approved by the Board of Directors, and management believes that
implementation will not materially effect operations in the future. Management
has estimated the costs of year 2000 compliance, including direct and indirect
costs, to be approximately $50,000 to $100,000. The Company has successfully
completed the first four phases of a five phase year 2000 plan. The fifth phase,
the implementation phase, is on schedule and should be completed by the end of
the third quarter of 1999.
-14-
<PAGE>
FIRST M & F CORPORATION
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Market risk reflects the risk of economic loss resulting from changes in
interest rates and market prices. This risk of loss can be reflected in either
reduced potential net interest income in future periods or diminished market
values of financial assets.
The Company's market risk arises primarily from interest rate risk, which the
asset/liability management committee monitors and manages on a monthly basis.
The committee manages the interest rate risks inherent in the loan, investment,
deposit and borrowing portfolios of the Company. The asset/liability management
committee determines the risk profile of the Company and determines strategies
to maintain interest rate sensitivity at a low level. As of June 30, the Company
was in a risk neutral position.
The Company has off balance sheet risks to the extent that it has made lending
or investment purchase commitments. Total outstanding, unused loan commitments
were $53.55 million with $7.54 million of these commitments maturing in over one
year. The Company monitors these commitments with respect to credit quality as
well as funding-related risks.
-15-
<PAGE>
FIRST M & F CORPORATION
PART II: OTHER INFORMATION
--------------------------
Item 1 - Legal Proceedings
- --------------------------
No new legal proceedings occurred in the second quarter of 1998.
Item 2 - Changes in Securities
- ------------------------------
None
Item 3 - Defaults Upon Senior Securities
- ----------------------------------------
None
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The annual stockholders' meeting was held on April 14, 1999. The shareholders
approved a stock option plan which grants incentive stock options to key
employees and nonstatutory stock options to board members. The shareholders
also elected five directors to serve a term of three years. These matters are
outlined in more detail in the Company's proxy statement.
Item 5 - Other Information
- --------------------------
None
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibit 11 - Statement of computation of earnings per share
(b) A Form 8-K was filed on July 14, 1999, reporting the signing of a
definitive merger agreement whereby the Company would acquire Community
Federal Bancorp, Inc., Tupelo, Mississippi.
-16-
<PAGE>
FIRST M & F CORPORATION
Exhibit 11 - Computation of Earnings Per Share
- ----------------------------------------------
Three Months Ended June 30,
---------------------------
1999 1998
---- ----
Net income $ 2,094,058 $ 2,028,824
========= =========
Weighted average shares outstanding 3,639,779 3,637,870
========= =========
Earnings per share:
Basic $ .58 $ .56
=== ===
Six Months Ended June 30,
-------------------------
1999 1998
---- ----
Net income $ 4,175,869 $ 3,986,926
========= =========
Weighted average shares outstanding 3,639,779 3,394,656
========= =========
Earnings per share:
Basic $ 1.15 $ 1.10
==== ====
-17-
<PAGE>
FIRST M & F CORPORATION
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.
FIRST M & F CORPORATION
- -----------------------
(Registrant)
DATE: August 16, 1999 /s/ Hugh S. Potts, Jr.
-------------------------------------
Hugh S. Potts, Jr.
Chairman and Chief Executive Officer
DATE: August 16, 1999 /s/ Robert C. Thompson, III
-------------------------------------
Robert C. Thompson, III
Executive Vice President and
Treasurer
-18-
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
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0
0
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</TABLE>
