-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IycLKp+rm0W/mDlujek4WPOzwEwZCO6sqSrK9bQ+TKh671gaEh31PrTRxWVsSxiH ycvdmSdg1wqzZeWxaTNK3A== 0000909654-07-001205.txt : 20070606 0000909654-07-001205.hdr.sgml : 20070606 20070606115238 ACCESSION NUMBER: 0000909654-07-001205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070606 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070606 DATE AS OF CHANGE: 20070606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRI COUNTY FINANCIAL CORP /MD/ CENTRAL INDEX KEY: 0000855874 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521652138 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18279 FILM NUMBER: 07903159 BUSINESS ADDRESS: STREET 1: 3035 LEONARDTOWN RD STREET 2: P O BOX 38 CITY: WALDORF STATE: MD ZIP: 20601 BUSINESS PHONE: 3016455601 MAIL ADDRESS: STREET 1: 3035 LEONARDTOWN ROAD CITY: WALDORF STATE: MD ZIP: 20601 8-K 1 tricounty8k30may.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): June 6, 2007 ------------ TRI-COUNTY FINANCIAL CORPORATION -------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-18279 52-1652138 -------- -------- ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 3035 Leonardtown Road, Waldorf, Maryland 20601 ---------------------------------------------- (Address of principal executive offices) (301) 645-5601 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 8.01 OTHER EVENTS. ------------- On June 6, 2007, Tri-County Financial Corporation (the "Company"), the holding company for Community Bank of Tri-County, disseminated a letter to shareholders that reported the Company's results of operations and financial condition for the quarter ended March 31, 2007 and the status of a branch expansion and renovation. The information relating to the Company's results of operations and financial condition was previously disclosed in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. A copy of the letter to shareholders is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (a) Financial Statements of Businesses Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Shell Company Transactions: Not applicable (d) Exhibits Number Description ------ ----------- 99.1 Letter to Shareholders 3 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 hereunto duly authorized. Dated: June 6, 2007 By: /s/ Michael L. Middleton ----------------------------------------- Michael L. Middleton President and Chief Executive Officer EX-99 2 tricounty8k30mayexh.txt 1 TRI-COUNTY FINANCIAL CORPORATION LETTERHEAD 2007 FIRST QUARTER REPORT Dear Shareholder: I am pleased to report to you the results of operations of Tri-County Financial Corporation and its banking subsidiary, Community Bank of Tri-County, for the three months ended March 31, 2007. Net income increased by $36,482 or 3.75% compared to the three months ended March 31, 2006 and diluted earnings per share were $0.36 compared to $0.35 for the three months ended March 31, 2006. Total assets increased to $583,448,213 up $7,952,199 or 1.4%, from December 31, 2006. The modest increase in net income for the three months of 2007 resulted from an increase in net interest income over the comparable quarter. This was achieved despite the continued flat yield curve and overall slowdown of banking activity. The provision for loan loss was increased by $168,041 due to the gradual shift in the overall loan portfolio's commercial focus which carries a higher risk profile than one to four residential loans. Non-interest income increased over the comparable quarter by $72,975 or 15% as the Bank continues to develop additional sources of non-interest income to supplement its revenue stream. Non-interest expense increased by $130,595 or 4.2% over the comparable quarter. The increase reflects the overall impact of higher employee expense and general increases in the cost of operating the company in a tight resource market. Investment in premises and equipment increased by $1,137,883 or 17% due to the purchase of several parcels for expansion of facilities as well as maintaining the technological infrastructure necessary for our product complexity and growth strategies. The retail growth of the Bank continues to be strong at a rate of 5.6% over the December 31, 2006 level. The Bank is focusing on attracting more transactional accounts that typically carry lower interest rates and produce more fee income than time deposits. Loan growth remained strong during the quarter with net loans at $436,331,951 up 3.3% for the quarter. With the overall national economy slowing, especially in residential sectors, it is anticipated that sustained growth will be more challenging going forward because of the level of competitive bidding for quality loan customers by large national lenders operating in our market. We believe the Bank's focus on relationship banking and its local decision making capability and flexibility of product offerings can fill a niche in the banking sector. In conjunction with the increased investment in premises and equipment, the replacement of the Leonardtown retail facility has begun. The small building has been demolished and site work has commenced on the regional building and retail center that will be located on the existing site. The bids for the Lusby retail center have been released for pricing and that project is expected to be completed in the fourth quarter of 2007. On behalf of your board and management, I look forward to continued success creating shareholder's franchise value. Your continued support is very important to our success. Yours truly, /s/ Michael L. Middleton Michael L. Middleton President Chairman of the Board 2
TRI-COUNTY FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) - ------------------------------------------------------------------------------------------------ MARCH 31, 2007 DECEMBER 31, 2006 - ------------------------------------------------------------------------------------------------ ASSETS Cash and due from banks $ 2,545,692 $ 3,157,595 Interest-bearing deposits with banks 11,453,211 14,260,560 Federal Funds sold 608,539 772,351 Investment securities available for sale 9,129,840 9,301,676 Investment securities held to maturity 95,180,384 97,804,849 FHLB and Federal Reserve Stock 5,400,900 6,100,400 Loans receivable, net 436,331,951 422,479,799 Premises and equipment, net 7,960,344 6,822,461 Foreclosed real estate 460,884 460,884 Accrued interest receivable 2,866,145 2,837,413 Investment in bank owned life insurance 8,845,278 8,762,761 Other assets 2,665,045 2,735,265 ------------ ------------ TOTAL ASSETS $583,448,213 $575,496,014 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits $441,528,558 $418,013,402 Short-term borrowings 609,816 6,567,702 Long-term debt 86,035,980 96,045,936 Guaranteed preferred beneficial interest in Junior Subordinated Debentures 12,000,000 12,000,000 Accrued expenses and other liabilities 4,499,240 5,139,637 ------------ ------------ TOTAL LIABLITIES $544,673,594 $537,766,677 ------------ ------------ STOCKHOLDERS' EQUITY Common Stock $ 26,470 $ 26,423 Surplus 9,538,076 9,499,946 Retained Earnings 29,349,523 28,353,792 Accumulated Other Comprehensive Income (42,448) (53,822) Unearned ESOP Shares (97,002) (97,002) ------------ ------------ TOTAL STOCKHOLDERS'EQUITY $ 38,774,619 $ 37,729,337 ------------ ------------ TOTAL LIABLITIES AND STOCKHOLDERS' EQUITY $583,448,213 $575,496,014 ============ ============
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) THREE MONTHS ENDED MARCH 31, - -------------------------------------------------------------------------------------------- 2007 2006 - -------------------------------------------------------------------------------------------- Interest Income $ 9,524,192 $ 8,299,959 Interest Expense 4,981,032 4,045,816 ----------- ----------- Net Interest Income $ 4,543,160 $ 4,254,143 Loan Loss Provision 256,526 86,485 ----------- ----------- Net Interest Income After Loan Loss Provision $ 4,286,634 $ 4,167,658 Non-Interest Income 550,693 477,718 Non-Interest Expense 3,261,150 3,130,555 ----------- ----------- Income Before Income Tax Expense $ 1,576,177 $ 1,514,821 Income Tax Expense 566,558 541,684 ----------- ----------- Net Income $ 1,009,619 $ 973,137 =========== ===========
STOCK ACVITITY - ----------------------------------------------------------------- Three Months Ended ----------------------- March 31, 2007 2006 ----------------------- EARNINGS PER SHARE: Basic $ 0.38 $ 0.37 Diluted $ 0.36 $ 0.35 WEIGHTED-AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic 2,643,950 2,639,962 Diluted 2,829,778 2,811,823 Total Shares Outstanding March 31, 2007 2,647,003 Book Value per Share at March 31, 2007 $ 14.65 STOCK TRADE TRANSACTION INFORMATION January 1, 2007 through March 31, 2007 Total Shares Traded 14,363 Share Price Average High Low $25.18 $27.00 $25.14
*Share and per share data have adjusted to reflect the three for two common stock split effected on November 30, 2006 as if it had occurred on January 1, 2006. Transfer Agent: Bank of New York 101 Barclay Street New York, New York 10286 (800) 524-4458 Stock Transactions and Inquiries: Ms. Diane Deskins Shareholder Relations Community Bank of Tri-County P. O. Box 38 Waldorf, Maryland 20604 (240) 427-1053 (301) 885-1453 Fax (888) 745-2265 Toll Free deskinsd@cbtc.com -----END PRIVACY-ENHANCED MESSAGE-----