-----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, CR+etlswaUDyjrPpLesk5Tv0BpkqlDZDIi6P6gVOGbPuHzW3i/9o9ufl6vOvsTjI dQ/4WbjqK5sPRbdy52NGxw== 0000909654-07-002881.txt : 20071214 0000909654-07-002881.hdr.sgml : 20071214 20071214162407 ACCESSION NUMBER: 0000909654-07-002881 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071214 DATE AS OF CHANGE: 20071214 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: 071307661 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 tricounty8kdec12.txt 1 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): December 12, 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 December 12, 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 three and nine months ended September 30, 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 September 30, 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: December 14, 2007 By: /s/ Michael L. Middleton ------------------------------------- Michael L. Middleton President and Chief Executive Officer EX-99.1 2 tricountyexb99dec12.txt 1 EXHIBIT 99.1 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 nine months ended September 30, 2007. Net income increased to $4,237,374, or 35.2%, compared to $3,135,125 for the nine months ended September 30, 2006 and diluted earnings per share were $1.49 compared to $1.19 for the comparable period. Total assets increased to $597,668,667 up $22,172,653, or 3.9%, from December 31, 2006. The significant increase in net income for the nine months ended September 30, 2007 was attributed to several factors. As mentioned in the shareholder report for the second quarter of 2007, the Bank settled on a sale of foreclosed real estate in early July 2007. The $1,272,161 in proceeds from the sale are reflected in non-interest income. The other factors accounting for the performance of net income were an increase in net interest income over the previous year and the containment of non-interest expense growth over the same period. Net interest income, before the provision for loan losses, increased by $1,241,879, or 9.4%, over the same period in 2006. This increase was achieved through higher yields on earning assets and control of funding cost from retail and wholesale sources. Noninterest expense increased by $232,636, or 2.5%, for the nine months ended September 30, 2007 over the same period in 2006. The increase in noninterest expense reflects the cost of temporary facilities for our Leonardtown retail center while the regional facility is under construction. The continued tight labor market conditions in Southern Maryland attributed to the increase in employee related costs which increased by 6.7% for the nine month period over the same period in 2006. The noninterest expense was partially offset with reductions in cost of data processing, advertising and professional costs. Loan growth for the nine month period was $18,265,987, or 4.3%, and, while modest, reflects the continued weakness in lending throughout the region. Competition from out-of-market banks that have branch operations in our market is very robust. The Bank's reputation as the lead community bank has provided a competitive edge in the acquisition of new business relationships and should continue to help gain market share. The provision for loan loss increased during the nine month period ended September 30, 2007 by $370,153 over the same period in 2006 to reflect the increase and composition of the loan portfolio and the assessment of the impact on the national and local economic conditions affecting construction and development loans. With the national focus on the impact of the subprime loan crisis, the residential loan market activity has been significantly curtailed over comparable periods. The Bank has never engaged in or knowingly purchased any loans or securities that may be defined as or contain subprime loans. The Bank's delinquency rates remain well below its peer community banks and management is carefully monitoring the market conditions as the national situation unfolds. In conjunction with the overall slowing of the economy, the Bank is managing its deposit funding to pace the loan demand and to continue restructuring its funding sources. Total deposits increased by $38,969,588, or 9.3%, during the nine month period. The total deposit figure includes the reduction of $18,000,000 in brokered deposits with funds acquired through retail deposit growth. Non-interest bearing deposits increased by $2,945,679 or 6.7%. Wholesale funding declined by $20,047,295, or 19.5%, for the period ended September 30, 2007. As mentioned in previous shareholder letters, the Bank is currently in the process of constructing two banking facilities. A de novo retail center for Southern Calvert County in Lusby, Maryland is scheduled to open in December of this year. It will be our tenth retail center. The larger regional facility under construction will house the established Leonardtown retail center and provide office space for the Bank's use. It is scheduled to open in the second quarter of 2008. 2 Currently, the Company is conducting a Private Placement Offering in the community to generate capital for its ongoing business uses and to enable it to continue with its strategic plans for growth in the Southern Maryland market. As we enter the final quarter of the year, the Company is well poised to pursue opportunities that may present themselves as the economic climate changes over the next year. With your continued support, we can serve our market through our strength as the leading community based financial services company. Yours truly, /s/ Michael L. Middleton Michael L. Middleton President Chairman of the Board 3
(UNAUDITED) - ----------------------------------------------------------------------------------------------------------------- SEPTEMBER 30, 2007 DECEMBER 31, 2006 - ----------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 5,410,952 $ 3,157,595 Interest-bearing deposits with banks 22,575,979 14,260,560 Federal Funds sold 4,210,158 772,351 Investment securities available for sale 9,187,177 9,301,676 Investment securities held to maturity 85,961,892 97,804,849 FHLB and Federal Reserve Stock 5,130,000 6,100,400 Loans receivable, net 440,745,786 422,479,799 Premises and equipment, net 8,426,868 6,822,461 Foreclosed real estate -- 460,884 Accrued interest receivable 3,146,116 2,837,413 Investment in bank owned life insurance 10,025,888 8,762,761 Other assets 2,847,851 2,735,265 ------------- ------------- TOTAL ASSETS $ 597,668,667 $ 575,496,014 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits $ 456,982,990 $ 418,013,402 Short-term borrowings 1,550,576 6,567,702 Long-term debt 81,015,767 96,045,936 Guaranteed preferred beneficial interest in junior Subordinated Debentures 12,000,000 12,000,000 Accrued expenses and other liabilities 5,242,651 5,139,637 ------------- ------------- TOTAL LIABILITIES $ 556,791,984 $ 537,766,677 ------------- ------------- STOCKHOLDERS' EQUITY Common Stock $ 26,375 $ 26,423 Surplus 9,844,763 9,499,946 Retained Earnings 31,435,092 28,353,792 Accumulated Other Comprehensive Income (102,894) (53,822) Unearned ESOP Shares (326,653) (97,002) ------------- ------------- TOTAL STOCKHOLDERS' EQUITY $ 40,876,683 $ 37,729,337 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 597,668,667 $ 575,496,014 ============= ============= CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, - -------------------------------------------------------------------------------------------------------------- 2007 2006 - -------------------------------------------------------------------------------------------------------------- Interest Income $ 29,203,917 $ 26,314,671 Interest Expense 15,038,183 13,363,816 ------------- ------------- Net Interest Income $ 14,165,734 $ 12,950,855 Loan Loss Provision 659,288 289,135 ------------- ------------- Net Interest Income After Loan Loss Provision $ 13,506,446 $ 12,661,720 Non-Interest Income 2,864,188 1,502,782 Non-Interest Expense 9,632,470 9,399,834 ------------- ------------- Income Before Income Tax Expense $ 6,738,164 $ 4,764,668 Income Tax Expense 2,500,790 1,629,543 ------------- ------------- Net Income $ 4,237,374 $ 3,135,125 ============= =============
STOCK ACTIVITY - ------------------------------------------------------- Nine Months Ended -------------------- September 30, 2007 2006 -------------------- EARNINGS PER SHARE: Basic $ 1.60 $ 1.19 Diluted $ 1.49 $ 1.11 WEIGHTED-AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Basic 2,643,597 2,640,477 Diluted 2,836,440 2,819,123 Total Shares Outstanding September 30, 2007 2,637,465 Book Value per Share at September 30, 2007 $ 15.50 STOCK TRADE TRANSACTION INFORMATION January 1, 2007 through September 30, 2007 Total Shares Traded 47,442 Share Price Average High Low $ 26.15 $ 60.00 $ 24.00 *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: BNY Mellon Shareowner Services Stock Transfer Department P.O. Box 11283 New York, NY 10286-1283 1-877-889-1982 www.bnymellon.com/shareowner/isd -------------------------------- Stock Transactions and Inquiries: Ms. Christy Lombardi Shareholder Relations Community Bank of Tri-County P. O. Box 38 Waldorf, Maryland 20604 (240)-427-1037 (301) 885-1437 Fax (888) 745-2265 Toll Free clombardi@cbtc.com ------------------ -----END PRIVACY-ENHANCED MESSAGE-----