COMMUNITY FINANCIAL CORP /DE/
10QSB, 2000-11-14
NATIONAL COMMERCIAL BANKS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________

FORM 10-QSB

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 2000

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

        For the transition period from ____________ to _____________.

Commission File Number: 0-18261

COMMUNITY FINANCIAL CORPORATION


(Exact name of small business issuer as specified in its charter)

Virginia
54-1532044
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

38 North Central Ave., Staunton, VA
24401
(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (540) 886-0796

Number of shares of Common Stock, par value $.01 per share, outstanding at the close of business on November 6, 2000: 2,434,839

Transitional Small business Disclosure Format (check one): Yes [  ] No [X]

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COMMUNITY FINANCIAL CORPORATION

INDEX


PART I.FINANCIAL INFORMATION PAGE

Item 1.Financial Statements

Consolidated Statements of Financial Condition
at September 30, 2000 (unaudited) and March 31, 2000
1

Consolidated Statements of Income for the
Three and Six Months Ended September 30, 2000 and 1999
(unaudited)
2

Consolidated Statements of Cash Flows for the
Six Months Ended September 30, 2000 and
1999 (unaudited)
3

Notes to Unaudited Interim Consolidated
Financial Statements
4

Item 2.

Management's Discussion and Analysis of Financial
Condition and Results of Operations



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PART II.OTHER INFORMATION8




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COMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

September 30,
2000
(Unaudited)
March 31,
2000
ASSETS
Cash (including interest bearing
  deposits of approximately
  $2,221,884 and $1,908,000)
$ 4,965,036 $ 7,424,577
Securities
  Held to maturity 31,175,557 27,312,943
  Available for sale 7,354,329 6,863,674
Investment in Federal Home Loan
  Bank stock, at cost
2,700,000 1,950,000
Loans receivable, net 206,095,590 189,700,859
Real estate owned 45,201 823,002
Property and equipment, net 6,416,413 6,627,869
Accrued interest receivable
  Loans 1,366,329 1,145,835
  Investments 250,333 142,277
Prepaid expenses and other assets 973,858
1,086,330
    Total Assets $261,342,646
$243,077,366
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $168,484,780 $158,568,275
Advances from Federal Home Loan Bank 45,000,000 37,000,000
Securities sold under agreement to Repurchase 20,000,000 20,000,000
Advance payments by borrowers for taxes and insurance 223,443 226,195
Other liabilities 2,112,951
1,888,821
    Total Liabilities 235,821,174
217,683,291
Shareholders' Equity
  Preferred stock, $.01 par value, authorized
    3,000,000 shares; none outstanding
  Common stock, $.01 par value, authorized
    10,000,000 shares; 2,443,539 and
    2,511,526 shares and outstanding
24,435 25,115
  Additional paid in capital 4,652,854 4,782,029
  Retained earnings 19,354,075 19,401,019
  Net unrealized gains on securities available for sale 1,490,108
1,185,912
      Total Stockholders' Equity 25,521,472
25,394,075
         Total Liabilities and Shareholders' Equity $261,342,646
$243,077,366

See accompanying notes to consolidated financial statements.

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COMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME


Three Months
Ended September 30,
Six Months
Ended September 30,
2000
1999
2000
1999
(Unaudited) (Unaudited)
INTEREST INCOME
   Loans $4,351,014 $3,632,134 $8,375,892 $7,096,323
  Investment securities 638,168 180,458 1,243,000 307,045
  Other 48,736
44,657
78,795
85,224
     Total interest income 5,037,918
3,857,249
9,697,687
7,488,592
INTEREST EXPENSE
  Deposits 1,890,507 1,559,956 3,590,622 3,133,251
  Borrowed money 1,171,465
419,297
2,213,374
705,740
    Total interest expense 3,061,972
1,979,253
5,803,996
3,838,991
NET INTEREST INCOME 1,975,946 1,877,996 3,893,691 3,649,601
PROVISION FOR LOAN LOSSES 100,511
110,154
166,410
179,154
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES
1,875,435 1,767,842 3,727,281 3,470,447
NONINTEREST INCOME
  Service charges, fees and commissions 753,506 662,836 1,460,004 1,200,551
  Gain on sale of securities --- 51,206 --- 601,412
  Miscellaneous 7,036
152,613
48,697
152,869
    Total noninterest income 760,542
866,655
1,508,701
1,954,832
NONINTEREST EXPENSE
  Compensation & benefits 1,123,988 1,068,412 2,146,542 2,153,884
  Occupancy 284,223 289,105 590,439 557,439
  Data processing 213,215 123,815 381,051 236,129
  Federal insurance premium 8,170 21,799 16,113 43,098
  Miscellaneous 403,148
450,023
813,775
886,714
    Total noninterest expense 2,032,744
1,953,154
3,947,920
3,877,264
INCOME BEFORE TAXES 603,233 681,343 1,288,062 1,548,015
INCOME TAXES 202,344
311,738
449,982
667,234
NET INCOME $  400,889
$  369,605
$  838,080
$  880,781
BASIC EARNINGS PER SHARE $ .16 $ .14 $ .34 $ .34
DILUTED EARNINGS PER SHARE $ .16 $ .14 $ .34 $ .34
DIVIDENDS PER SHARE $ .08 $ .08 $ .16 $ .16

See accompanying notes to consolidated financial statements.

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COMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended
September 30,
2000
1999
(Unaudited)
OPERATING ACTIVITIES
  Net income $838,080 $880,781
  Adjustments to reconcile net income to
    net cash provided by operating activities
      Provision for loan losses 164,410 179,154
      Depreciation 374,566 301,097
       Amortization of premium and accretion
        of discount on securities, net
(16,392) 996
      Increase (decrease) in net deferred loan fees 1,876 (63,412)
      Increase in deferred income taxes 82,378 56,779
      (Increase) in other assets (216,078) (10,115)
      Increase (decrease) other liabilities (47,443) (138,577)
      (Gain) on sale of loans (302,462) (471,770)
      Proceeds from sale of loans 17,166,870 31,768,091
      Loans originated for resale (14,508,706) (34,296,135)
      Gain on sale of available for sale securities ---
(601,412)
    Net cash provided (absorbed) by operating activities 3,537,099
(2,394,523)
INVESTING ACTIVITIES
  Proceeds from maturities of held to maturity securities 675,000 500,000
  Proceeds from sale of available for sale securities --- 612,189
  Purchase of investment securities (4,359,845) (26,250,000)
  Net (Increase) in loans (19,069,294) (4,671,021)
  Purchases of property and equipment (203,323) (1,040,864)
  (Purchase) of FHLB stock (750,000) (191,800)
  Decrease (increase) in Real Estate Owned 777,801
(518,745)
    Net cash provided (absorbed) by investing activities (22,929,661)
(31,560,241)
FINANCING ACTIVITIES
  Dividends paid (395,208) (411,543)
  Net increase (decrease) in deposits 9,916,505 (4,993,806)
  Proceeds from advances and other borrowed money 181,000,000 71,000,000
  Repayments of advances and other borrowed money (173,000,000) (36,000,000)
  Repurchase of common stock (588,276)
---
Net cash provided (absorbed) by financing activities 16,933,021
29,594,651
(DECREASE) IN CASH AND CASH EQUIVALENTS (2,459,541) (4,360,113)
CASH AND CASH EQUIVALENTS-beginning of period 7,424,577
10,131,157
CASH AND CASH EQUIVALENTS-end of period $4,965,036
$5,771,044

See accompanying notes to consolidated financial statements.



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COMMUNITY FINANCIAL CORPORATION
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000

NOTE 1. - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The accompanying consolidated financial statements include the accounts of Community Financial Corporation ("Community" or the "Company"), its wholly-owned subsidiary, Community Bank (the "Bank") and Community First Mortgage Corporation, a wholly-owned subsidiary of the Bank ("First Mortgage"). All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and six months ended September 30, 2000, are not necessarily indicative of the results that may be expected for the year ending March 31, 2001.

NOTE 2. - EARNINGS PER SHARE

Basic earnings per share is based on net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share shows the dilutive effect of additional common shares issuable under stock option plans. Basic earnings per share for the three months ended September 30, 2000 and 1999 have been determined by dividing net income by the weighted average number of shares of common stock outstanding during these periods (2,455,213 and 2,572,146, respectively). The number of shares used to determine diluted earnings per share for the same three month periods was 2,455,213 and 2,572,146, respectively. Basic earnings per share for the six months ended September 30, 2000 and 1999 have been determined by dividing net income by the weighted average number of shares of common stock outstanding during these periods (2,472,406 and 2,572,146, respectively). The number of shares used to determine diluted earnings per share for the same six month periods was 2,472,406 and 2,572,146, respectively.

For the Three Months Ended
September 30, 2000
September 30, 1999
Income
Weighted
Average
Shares
Per-Share
Amount
Income
Weighted
Average
Shares
Per Share
Amount
Basic EPS
Income available to
  common stockholders
$400,8892,455,213$0.16 $369,6052,572,146$0.14
Effect of Dilutive
  Securities Options
------- -
Diluted EPS
Income available to
  common stockholders
$400,8892,455,213$0.16 $369,6052,572,145$0.14


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For the Six Months Ended
September 30, 2000
September 30, 1999
Income
Weighted
Average
Shares
Per-Share
Amount
Income
Weighted
Average
Shares
Per Share
Amount
Basic EPS
Income available to
  common stockholders
$838,0802,472,406$0.34 $880,7812,572,146$0.34
Effect of Dilutive
  Securities Options
------- -
Diluted EPS
Income available to
  common stockholders
$838,0802,472,406$0.34 $880,7812,572,887$0.34


NOTE 3. - STOCKHOLDERS' EQUITY

The following table presents the Bank's capital levels at September 30, 2000 relative to the requirements applicable under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"):

Amount
Required
Percent
Required
Actual
Amount
Actual
Percent
Excess
Amount
Tangible Capital$ 3,925,0001.50%$23,742,000 9.07% $19,817,000  
Core Capital10,466,0004.00  23,742,0009.07   13,276,000
Risk-based Capital14,502,0008.00  26,182,00013.10     11,680,000

Capital distributions by OTS-regulated savings banks are limited by regulation ("Capital Distribution Regulation"). Capital distributions are defined to include, in part, dividends, stock repurchases and cash-out mergers. The Capital Distribution Regulation permits a "Tier 1" savings bank to make capital distributions during a calendar year equal to net income for the current year plus the previous two years net income, less capital distributions paid over the same period. Any distributions in excess of that amount require prior OTS notice, with the opportunity for OTS to object to the distribution. A Tier 1 savings bank is defined as a savings bank that has, on a pro forma basis after the proposed distribution, capital equal to or greater than the OTS fully phased-in capital requirement and has not been deemed by the OTS to be "in need of more than normal supervision". The Bank is currently classified as a Tier 1 institution for these purposes. The Capital Distribution Regulation requires that savings banks provide the applicable OTS District Director with a 30-day advance written notice of all proposed capital distributions whether or not advance approval is required by the regulation.

NOTE 4. - SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOWS

Total interest paid for the three months ended September 30, 2000 and 1999 was $3,200,174 and $1,921,980, respectively. Total interest paid for the six months ended September 30, 2000 and 1999 was $5,861,408 and $3,765,784. Total income taxes paid for the three months ended September 30, 2000 and 1999 was $131,038 and $316,197. Total income taxes paid for the six months ended September 30, 2000 and 1999 was $357,418 and $742,168.

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NOTE 5. - COMPREHENSIVE INCOME

FASB Statement No. 130, " Reporting Comprehensive Income", effective for fiscal years beginning on or after January 1, 1998, establishes standards for reporting and displaying comprehensive income and its components. Comprehensive income is defined as "the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." Comprehensive income for the Company includes net income and unrealized gains and losses on securities available for sale. The following tables set forth the components of comprehensive income for the three and six month periods ended September 30, 2000 and 1999:

Three Months Ended September 30
2000
1999
(Amounts in thousands)
Net income$  400,889$  369,605
Other comprehensive income,
  net of tax
    Unrealized gains on securities:
      Unrealized holding gains (losses)
         arising during the period
361,068(213,875)
      Less: Reclassification
        adjustment for (gains) losses
        included in net income

        ---

        (31,748)
$  761,957
$  123,982


Six Months Ended September 30
2000
1999
(Amounts in thousands)
Net income$  838,080$  880,781
Other comprehensive income,
  net of tax
    Unrealized gains on securities:
      Unrealized holding gains (losses)
         arising during the period
304,196(84,848)
      Less: Reclassification
        adjustment for (gains) losses
        included in net income

        ---

        (372,875)
$1,142,276
$  423,058



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Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS.

FINANCIAL CONDITION

The Company's total assets increased $18.3 million to $261.3 million at September 30, 2000, due primarily to an increase in loans receivable of $16.4 million which was funded with both increases in deposits and advances from the Federal Home Loan Bank of Atlanta. Deposits increased $9.9 millon to $168.5 million at September 30, 2000, from $158.6 million at March 31, 2000. The increase in deposits was due primarily to an increase in time deposits. Stockholders' equity increased to $25.5 million at September 30, 2000, from $25.4 million at March 31, 2000, due primarily to earnings for the six month period ended September 30, 2000 and an increase in the net unrealized gain on securities available for sale which was partially offset by the Company's common stock repurchase of $588,276 and the payment of our quarterly cash dividends.

At September 30, 2000, non-performing assets totaled approximately $1.1 million or .43% of assets compared to $1.3 million or .52% of assets at March 31, 2000. Non-performing assets at September 30, 2000 were comprised primarily of nonaccrual residential real estate 90 days or more delinquent. At September 30, 2000 the largest property in non-performing assets was a single family residential loan with an approximate value of $220,000. At September 30, 2000, our allowance for loan losses to non-performing assets was 126% and to total assets was .54%. Based on current market values of the properties securing these loans and current national and local economic conditons, management does not anticipate any significant losses in excess of the reserves for losses previously recorded.

As of September 30, 2000, there were also $3.8 million in loans with respect to which known information about the possible credit problems of the borrowers or the cash flows of the security properties have caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing asset categories. These loans are comprised primarily of commercial and residential real estate loans. Included in the commercial real estate loans of concern is one loan in the amount of $1.3 million, which is current as to interest and principal payments.

We maintain an allowance for loan losses to provide for estimated potential losses in our loan portfolio. Management determines the level of reserves based on loan performance, the value of the collateral, economic and market conditions, and previous experience. Management reviews the adequacy of the allowance at least quarterly, utilizing its internal loan classification system. Management believes that the loan loss reserve is adequate at September 30, 2000. Although management believes it uses the best information available, future adjustments to reserves may be necessary.

LIQUIDITY

Historically, the Bank has maintained its liquid assets above the minimum requirements imposed by federal regulations and at a level believed adequate to meet requirements of normal daily activities, repayment of maturing debt and potential deposit outflows. As of September 30,2000 the Bank's liquidity ratio (liquid assets as a percentage of net withdrawable savings and current borrowings) was 5.97%, which exceeds the current 4% regulatory requirement.

At September 30, 2000, we had commitments to purchase or originate $24.1 million of loans. Certificates of deposit scheduled to mature in one year or less at September 30, 2000, totaled $52.0 million. Based on our historical experience, management believes that a significant portion of such deposits will remain with us. Management further believes that loan repayments and other sources of funds will be adequate to meet our forseeable short-term and long-term liquidity needs.



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RESULTS OF OPERATIONS

Three Months Ended September 30, 2000 and 1999.

General. Net income for the three months ended September 30, 2000 was $401,000 compared to $370,000 for the three months ended September 30, 1999. Net interest income increased $98,000 while non-interest income decreased $106,000 during the three months ended September 30, 2000 compared to the same period in 1999. Income before taxes decreased to $603,000 for the three months ended September 30, 2000 from $681,000 for the three months ended September 30, 1999.

Interest Income. Total interest income increased to $5.0 million for the three months ended September 30, 2000, from $3.9 million for the three months ended September 30, 1999, due primarily to increases in both the average balance of investment securities and loans for the three months ended September 30, 2000 as compared to the period ended September 30,1999. The average yield earned on interest-earning assets was 8.04% for the three months ended September 30, 2000 compared to 8.03% for the three months ended September 30, 1999.

Interest Expense. Total interest expense increased to $3.1 million for the quarter ended September 30, 2000, from $2.0 million for the quarter ended September 30, 1999. Interest on deposits increased to $1.9 million for the quarter ended September 30, 2000 from $1.6 million for the quarter ended September 30, 1999 due to increases in both the cost of deposits and the average outstanding deposit balances. The average rate paid on deposits for the three months ended September 30, 1999 increased from 4.17% to 4.62% for the same period in the current year. Interest expense on borrowed money increased to $1.2 million for the quarter ended September 30, 2000, from $419,000 for the quarter ended September 30, 1999, due to an increase in average outstanding borrowings and an increase in the average rate paid. The average rate paid on interest-bearing liabilities was 5.25% during the three months ended September 30, 2000 compared to 4.41% for the three months ended September 30, 1999.

Provision for Loan Losses. The provision for loan losses decreased to $101,000 for the three months ended September 30, 2000, from $110,000 for the three months ended September 30, 1999.

Noninterest Income. Noninterest income decreased to $761,000 for the three months ended September 30, 2000, from $867,000 for the three months ended September 30, 1999 due to gains realized on the sale of securities of $51,000 and computer conversion expense recovery during the quarter ended September 30, 1999 offset by an increase in fees and gains on the sale of mortgage loans in the secondary market by our subsidiary, Community First Mortgage Corporation during the September 30, 2000 quarter.

Noninterest Expenses. Noninterest expense increased by $80,000 to $2.0 million for the three months ended September 30, 2000 compared to the same period last year. Data processing expense increased during the September 30, 2000 quarter compared to the September 30, 1999 quarter due to purchases of additional equipment and increased electronic processing volumes. The increase in compensation during the September 30, 2000 quarter compared to the September 30, 1999 was due primarily to increased commissions related to increased loan volume in the Company's mortgage subsidiary.

Taxes. Taxes decreased to $202,000 for the three months ended September 30, 2000, from $312,000 for the three months ended September 30, 1999. The effective tax rate decreased from 46% for the September 30, 1999 quarter to 34% for the September 30, 2000 quarter due to an increase in interest income from tax advantaged securities and a decrease in nondeductible net loan charge-offs.


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Six Months Ended September 30, 2000 and 1999

General. Net income for the six months ended September 30, 2000 decreased to $838,000 compared to $881,000 for the six months ended September 30, l999 due primarily to gains on sale of securities and expense recoveries in the September 30, 1999 six month period. Income before income taxes decreased to $1.3 million for the six months ended September 30, 2000 from $1.5 million for the same period in the prior year.

Interest Income. Total interest income increased to $9.7 million for the six months ended September 30, 2000, from $7.5 million for the six months ended September 30, 1999, due primarily to an increase in the average balance of loans and investment securities outstanding during the period. The yield on loans and securities increased from 7.90% to 8.06% for the same periods.

Interest Expense. Total interest expense increased to $5.8 million for the six months ended September 30, 2000, from $3.8 million for the six months ended September 30, 1999. Interest on deposits increased to $3.6 million for the six months ended September 30, 2000, from $3.1 million for the same period last year due to increases in both the average outstanding deposit balances and the rate paid. The rate paid on deposits increased from 4.21% for the six months ended September 30, 1999 to 4.50% for the same period in the current fiscal year. Interest expense on borrowed money increased to $2.2 million for the six months ended September 30, 2000 from $706,000 for the six months ended September 30, 1999, due primarily to increased borrowings.

Provision for Loan Losses. The provision for loan losses decreased to $166,000 for the six months ended September 30, 2000, from $179,000 for the same period last year.

Noninterest Income. Noninterest income decreased to $1.5 million for the six months ended September 30, 2000, from $2.0 million for the six months ended September 30, 1999, due to primarily to a decrease in gain on sale of securities.

Noninterest Expenses. Noninterest expenses increased $71,000 for the six months ended September 30, 2000, compared to the same period last year. Data processing expense increased during the September 30, 2000 six month period due to purchases of equipment and an additional branch location.

Taxes. Taxes decreased to $450,000 for the three months ended September 30, 2000, from $667,000 for the six months ended September 30, 1999. The effective tax rate decreased from 43% for the September 30, 1999 period to 35% for the same period ended September 30, 2000 due to an increase in interest income from tax advantaged securities and a decrease in deductible net loan charge-offs.

Disclosure Regarding Forward-Looking Statements

This document, including information incorporated by reference, and future filings by Community Financial Corporation on Form 10-KSB, Form 10-QSB and Form 8-K and future oral and written statements by Community Financial Corporation and its management may contain, forward-looking statements about the corporation and its subsidiaries which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, growth opportunities, interest rates, cost savings and funding advantages expected or anticipated to be realized by management. Words such as "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by Community Financial Corporation and its management are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and are not guarantees of future performance. Community Financial Corporation disclaims any obligation to update or revise any forward-looking statements based on the



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occurrence of future events, the receipt of new information, or otherwise. The important factors we discuss below and elsewhere in this document, as well as other factors discussed under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this document and identified in our filings with the SEC and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document:

The following factors, many of which are subject to change based on various other factors beyond our control, could cause our financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements:

  • the strength of the United States economy in general and the strength of the local economies in which we conduct our operations;
  • the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;
  • inflation, interest rate, market and monetary fluctuations;
  • the timely development of and acceptance of new products and services of Community Bank and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;
  • the willingness of users to substitute competitors' products and services for our products and services;
  • the success of Community Bank in gaining regulatory approval of its products and services, when required;
  • the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and insurance);
  • the impact of technological changes;
  • acquisitions;
  • changes in consumer spending and saving habits; and
  • our success at managing the risks involved in the foregoing.


























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PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

             Not Applicable.

Item 2.  Changes in Securities

             Not Applicable.

Item 3.  Defaults Upon Senior Securities

             Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

       The Company held an annual meeting of stockholders on July 26, 2000. The following directors were elected at the meeting: James R. Cooke, Jr., DDS, P. Douglas Richard and Morgan N. Trimyer, Jr. The following directors term of office continued after the meeting: Charles F. Anderson, M.D., Charles W. Fairchilds, Jane C. Hickok and Dale C. Smith.

       The matters voted on at the Meeting were

       (1)  The election of three directors.
For

Withheld

P. Douglas Richard2,137,74442,925
James R. Cooke, Jr. DDS2,112,74442,925
Morgan N. Trimyer, Jr.2,137,74442,925

       (2) Ratification of the appointment of BDO Seidman, LLP as independent accountants for the Corporation for the fiscal year ending March 31, 2001.

For

Against

Abstentions

2,169,3348,1352,900

Item 5.  Other Information

              Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

              a.  Exhibits

                     See Exhibit Index.

              b.  Reports on Form 8-k

                     None to be reported.

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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.

COMMUNITY FINANCIAL CORPORATION



Date:  November 14, 2000By:  /s/ R. Jerry Giles
R. Jerry Giles
Chief Financial Officer
(Duly Authorized Officer)































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EXHIBIT INDEX


Exhibit No.

Description

3.2By-laws, as amended and currently in effect
10.1Employment contract with P. Douglas Richard
27Financial Data Schedule


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