UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q


(Mark One)


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





For the quarterly period ended    June 30, 2009.


OR


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





For the transition period from __________________________ to__________________________





Commission file number    000-18261








COMMUNITY FINANCIAL CORPORATION(Exact name of registrant as specified in its charter)








VIRGINIA

54-1532044(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification Number)








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








(540) 886-0796(Issuer’s telephone number)








(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 to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934  during the past 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  o





Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (& 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o  No  o





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 past twelve months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such requirements for the past 90 days.  Yes  x  No  o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company.  See definition of “large accelerated filer, accelerated filer and small reporting company” in Rule 12b-2 of the Exchange Act:





Large accelerated filer  o
Accelerated filer o
Non-Accelerated filer  o
Smaller reporting company  x(do not check if a smallreporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes   o                      No  x





Number of shares of common stock, par value $.01 per share, outstanding at the close of business on August 10, 2009:4,361,658.








COMMUNITY FINANCIAL CORPORATION








INDEX








PART I.
FINANCIAL INFORMATIONItem 1.
Consolidated Financial StatementsConsolidated Balance Sheets at June 30, 2009 (unaudited)
and March 31, 2009
3Consolidated Statements of Operations for the
Three Months Ended June 30, 2009 and 2008
(unaudited)
4Consolidated Statements of Cash Flows for the Three
Months Ended June 30, 2009 and 2008 (Unaudited)
5Notes to Unaudited Interim Consolidated
Financial Statements
6Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
14Item 3.
Quantitative and Qualitative Disclosures About Market Risk
24Item 4T.
Controls and Procedures
24PART II.
OTHER INFORMATION
25Signature Page

26Exhibit Index

27







2







Part I. Financial Information


Item 1. Financial Statements





COMMUNITY FINANCIAL CORPORATIONCONSOLIDATED BALANCE SHEETSJune 30,


March 31,2009


2009(Unaudited)ASSETSCash (including interest-bearing deposits of approximately $1,140,824 and $512,258)

$
5,836,855


$
2,482,182SecuritiesHeld to maturity


1,200,001



1,700,010Available for sale, at fair value


207,347



207,347Restricted investment in Federal
Home Loan Bank stock, at cost


6,138,600



5,238,600Loans receivable, net of allowance for loan
losses of $6,056,697 and $5,955,847


490,057,242



476,950,379Real estate owned and repossessed assets


2,622,824



1,400,192Property and equipment, net


8,391,851



8,351,679Accrued interest receivableLoans


1,990,347



1,973,676Investments


16,647



2,799Prepaid expenses and other assets


14,934,111



14,416,972Total Assets

$
531,395,825


$
512,723,836LIABILITIES AND STOCKHOLDERS’ EQUITYLiabilitiesDeposits

$
371,114,648


$
365,505,504Borrowings


108,750,000



95,000,000Securities sold under agreement to repurchase


1,368,926



1,475,594Advance payments by borrowers for
taxes and insurance


90,380



179,575Other liabilities


3,173,763



4,226,600Total Liabilities


484,497,717



466,387,273Stockholders’ EquityPreferred stock $.01 par value, authorized 3,000,000shares, 12,643 shares outstanding


12,643,000



12,643,000Common stock, $0.01 par value, authorized
10,000,000 shares, 4,361,658 and 4,361,658
shares outstanding


43,617



43,617Warrants


603,153



603,153Discount on preferred


(538,814
)


(568,973
)Additional paid in capital


5,569,558



5,569,558Retained earnings


28,951,825



28,420,439Accumulated other comprehensive
(loss)


(374,231
)


(374,231
)Total Stockholders’ Equity


46,898,108



46,336,563Total Liabilities and Stockholders’ Equity

$
531,395,825


$
512,723,836





See accompanying notes to unaudited interim consolidated financial statements.








3








COMMUNITY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONSThree Months EndedJune 30,2009



2008(Unaudited)INTEREST INCOMELoans

$
6,859,032



$
7,153,169Investment securities


13,948




34,833Other


25,626




291,790Total interest income


6,898,606




7,479,792INTEREST EXPENSEDeposits


2,194,240




2,876,332Borrowed money


247,400




596,622Total interest expense


2,441,640




3,472,954NET INTEREST INCOME


4,456,966




4,006,838PROVISION FOR LOAN LOSSES


280,804




151,998NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES


4,176,162




3,854,840NONINTEREST INCOMEService charges, fees and commissions


854,584




745,215Other


89,694




94,778Total noninterest income


944,278




839,993NONINTEREST EXPENSECompensation & benefits


2,317,932




1,945,252Occupancy


399,940




342,531Data processing


377,348




310,639Federal insurance premium


314,499




70,737Advertising


122,448




94,323Other


403,594




483,329Total noninterest expense


3,935,761




3,246,811INCOME BEFORE TAXES


1,184,679




1,448,022INCOME TAX EXPENSE


465,096




482,606NET INCOME

$
719,583



$
965,416Effective dividend on preferred  stock

$
$ 188,197



$
---NET INCOME AVAILABLE TO COMMON STOCKHOLDERS

$
531,386



$
965,416BASIC EARNINGS PER COMMON SHARE

$
0.12



$
0.22DILUTED EARNINGS PER COMMON SHARE

$
0.12



$
0.22DIVIDENDS PER COMMON SHARE

$
0.00



$
0.065


See accompanying notes to unaudited interim consolidated financial statements.


4





COMMUNITY FINANCIAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWSThree Months EndedJune 302009


2008(Unaudited)


(Unaudited)OPERATING ACTIVITIESNet income

$
719,583


$
965,416Adjustments to reconcile net income to net cashprovided by (absorbed by)operating activitiesProvision for loan losses


280,804



151,998Depreciation


150,902



139,322Amortization of premium and accretionof discount on securities, net


9



156(Increase) decrease in net deferred loan costs


(47,145
)


(28,046
)(Increase) decrease in deferred income tax assets


(1,515,130
)


50,085Decrease (increase) in other assets


(547,659
)


(273,836
)(Decrease) increase in other liabilities


373,098



(116,761
)Net cash provided by (absorbed by) operating activities


(585,538
)


888,334INVESTING ACTIVITIESProceeds from maturities of held to maturity securities


500,000



1,000,000Purchase of held to maturity securities


---



(1,600,000
)Net increase in loans


(13,340,521
)


(11,751,955
)Purchases of property and equipment


(191,074
)


(235,129
)(Purchase) sale of FHLB stock


(900,000
)


135,000(Increase) in repossessed assets and real estate owned


(1,222,632
)


(137,232
)Net cash absorbed by investing activities


(15,154,227
)


(12,589,316
)FINANCING ACTIVITIESDividends paid


(158,038
)


(282,279
)Net increase in deposits


5,609,144



5,920,962Proceeds from (payments of) advances and other borrowed money


13,643,332



(2,225,341
)Net cash provided by financing activities


19,094,438



3,480,264(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


3,354,673



(8,220,718
)CASH AND CASH EQUIVALENTS – beginning of period


2,482,182



15,998,041CASH AND CASH EQUIVALENTS – end of period

$
5,836,855


$
7,777,323See accompanying notes to unaudited interim consolidated financial statements





5


COMMUNITY FINANCIAL CORPORATION


NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


JUNE 30, 2009





NOTE 1. - BASIS OF PRESENTATION





The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and 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") and its wholly-owned subsidiary, Community Bank (the "Bank").  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 months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2010.





The Company made application to the Treasury Department to participate in the TARP program and received an investment by the Treasury Department of $12,643,000 in the form of preferred stock during the year ending March 31, 2009.  The Company also issued to the U.S. Treasury a warrant to purchase 351,194 shares
of common stock at $5.40 per share.





NOTE 2. - STOCK-BASED COMPENSATION PLAN




In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment” (SFAS 123R). SFAS 123R requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, such
as stock options and restricted stock, based on the fair value of those awards at the date of grant.




There were no stock options granted and no stock-based compensation expense was recognized during the three month periods ended June 30, 2009 and June 30, 2008.




The following summarizes the stock option activity for the three months ended June 30, 2009:





Weighted

IntrinsicWeighted


Average

Value ofAverage


Remaining

UnexercisedExercise


Contractual

In-the-MoneyShares


Price


Term

OptionsOptions outstanding, March 31, 2009


380,200


$
8.41Granted


---



---Exercised


---



---Forfeited


---



---Options outstanding, June 30, 2009


380,200


$
8.41



4.0Options exercisable, June 30, 2009


380,200


$
8.41



4.0

0




There were no options exercised during the three months ended June 30, 2009.




NOTE 3. - 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 and warrants. Diluted earnings per share is computed by dividing
net earnings by





6


the weighted average number of common shares and common share equivalents outstanding. Basic and diluted earnings per share are computed in the following table.





For the Three Months EndedJune 30, 2009


June 30, 2008Weighted Average


Per Share





Weighted Average


Per ShareIncome


Shares


Amount


Income


Shares


AmountBasic earnings per share:Income available to common stockholders

$
531,386



4,361,658


$
0.12


$
965,416



4,342,617


$
0.22Diluted earnings per share:Effect of Dilutive SecuritiesOptions and Warrants


---



---







---



52,009Income available to common stockholders

$
531,386



4,361,658


$
0.12


$
965,416



4,394,626


$
0.22




During the quarter ended June 30, 2009,380,200 stock options and 351,194 warrants were excluded in the calculation of earnings per share because they would have been anti-dilutive. During the quarter ended June 30, 2008, options representing 243,000 shares were
not included in the calculation of earnings per share because they would have been anti-dilutive.







NOTE 4. - STOCKHOLDERS' EQUITY





The following table presents the Bank's regulatory capital levels at June 30, 2009:





Amount
Required


Percent
Required


Actual
Amount


Actual
Percent


Excess
AmountTangible Capital

$
8,011,000



1.50
%

$
44,197,000



8.28
%

$
36,186,000Core Capital


21,361,000



4.00



44,197,000



8.28



22,836,000Risk-based Capital


36,744,000



8.00



48,350,000



10.53



11,606,000





The Company’s primary source of funds for the payment of dividends to its stockholders is dividends from the Bank. Capital distributions by OTS-regulated savings banks, such as the Bank, 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 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 requires prior OTS approval. The Capital Distribution Regulation requires that savings banks in holding company structures provide the applicable OTS Regional
Director with a 30-day advance written notice of all proposed capital distributions whether or not advance approval is required by the regulation. The OTS may object to capital distributions if the bank is not meeting its regulatory capital requirements, the distribution raises safety and soundness concerns or is otherwise in violation of law. Issuance of preferred stock under the TARP and Capital Purchase Plan restricts the Company from increasing its dividend distribution to stockholders without approval from
the OTS.


7


NOTE 5. - SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOWS





Total interest paid for the three months ended June 30, 2009 and 2008 was $4,167,087 and $3,952,581, respectively. Total income taxes paid for the three months ended June 30, 2009 and 2008 was $845,902 and $38,564.





NOTE 6. - COMPREHENSIVE INCOME





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, unrealized gains and losses on securities available for sale and pension liability adjustments. The following table sets forth the components of comprehensive income for the three-month periods ended June 30, 2009 and 2008:





Three Months Ended June 302009


2008Net Income

$
719,583


$
965,416Other comprehensive income (loss), net of tax:Unrealized holding (losses) on available for sale securities
arising during the period


---



(552,451
)Total comprehensive income

$
719,583


$
412,965





NOTE 7. – DEFINED BENEFIT PENSION PLAN





The Company has a non-contributory defined benefit pension plan for which the components of net periodic benefit cost are as follows:





Three Months EndedJune 302009


2008Service cost

$
84,954


$
87,669Interest cost


58,964



53,010Expected return on plan assets


(61,538
)


(64,175
)Recognized net actuarial loss


4,984



4,888$
87,364


$
81,392





As disclosed in the Company’s Form 10-K for the year ended March 31, 2009, a contribution of $450,000 to its pension plan is expected during the current fiscal year. As of June 30, 2009, no contributions have been made. The Company anticipates making all required contributions prior to March 31, 2010.





NOTE 8. – SECURITIES





At June 30, 2009, due to the conservatorship of Fannie Mae and Freddie Mac in September, 2008 and the related restrictions on its outstanding preferred stock (including the elimination of dividends), the Company recorded an other than temporary


8


impairment (OTTI) non-cash charge with respect to the Fannie Mae and Freddie Mac preferred stock it owns of $11,053,000 for the quarter ended September 30, 2008 and an additional OTTI charge of $482,000 in the December 31, 2008 quarter. The Company recorded a tax related benefit of $4,384,000 for the two OTTI non-cash
charges for the quarter ended December 31, 2008. One of the preferred stock issues is the Freddie Mac preferred series L with a par value of $50 per share. The dividend rate of this issue resets every five years based on the five year treasury rate. The next dividend reset date for this security is December 31, 2009.





Management evaluates securities for other than temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.  Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition
and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.




NOTE 9 - FAIR VALUE MEASUREMENTS




SFAS No. 157, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follow:







·Level 1
Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.·Level 2
Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instrument.·Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.









Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy:




Securities




Where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using
pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within level 3 of the valuation hierarchy.  Currently, all of the Company’s
securities are considered to be Level 2 securities.


The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2009:





Fair Value Measurements at June 30, 2009 UsingQuoted Pricesin Active
SignificantMarkets for
Other
SignificantBalance as of
Identical
Observable
UnobservableJune 30,
Assets
Inputs
InputsDescription
2009
(Level 1)
(Level 2)
(Level 3)AssetsAvailable-for-sale securities
$207,347
$        -
$207,347
$        -





9





Certain financial assets are measured at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.
The following describes the valuation techniques used by the Corporation to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements:




Impaired loans




SFAS No. 157 applies to loans measured for impairment using the practical expedients permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan, including impaired loans
measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation which is then adjusted for the cost related to liquidation of the collateral.







The following table summarizes the Corporation’s financial assets that were measured at fair value on a nonrecurring basis during the period.





Carrying Value at June 30, 2009Quoted Pricesin Active
SignificantMarkets for
Other
SignificantBalance as of
Identical
Observable
UnobservableJune 30,
Assets
Inputs
InputsDescription
2009
(Level 1)
(Level 2)
(Level 3)AssetsImpaired loans net ofvaluation allowance
$14,870,954
$     -
$     -
$14,870,954




Other real estate owned




Certain assets such as other real estate owned (OREO) are measured at the lesser of cost and fair value less cost to sell. We believe that the fair value component in its valuation follows the provisions of SFAS No. 157.







The following table summarizes the Corporation’s nonfinancial assets that were measured at fair value on a nonrecurring basis during the period.





Carrying Value at June 30, 2009Quoted Pricesin Active
SignificantMarkets for
Other
SignificantBalance as of
Identical
Observable
UnobservableJune 30,
Assets
Inputs
InputsDescription
2009
(Level 1)
(Level 2)
(Level 3)AssetsOther real estate
$2,622,824
$     -
$     -
$2,622,824





SFAS No. 107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements.  Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation.





The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.








10








Cash and cash equivalents





For those short-term investments, the carrying amount is a reasonable estimate of fair value.





Securities





Fair values for securities, excluding Federal Home Loan Bank stock, are based on quoted market prices or dealer quotes.  If a quoted market price is not available, fair value is estimated using quoted market prices
for similar securities.  The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank. The Corporation’s investment in Federal Home loan Bank (“FHLB”) stock totaled $6.1 million at June 30, 2009. FHLB stock is generally viewed as a long term investment and as a restricted investments security which is carried at cost, because there is no market for the stock other than the FHLB’s or member institutions.
Therefore, when evaluating FHLB stock for impairment, its value is based on ultimate recoverability of the par value rather than by recognizing temporary declines in value. Despite the FHLB’s temporary suspension of cash dividend payments and repurchases of excess capital stock in 2009, the Corporation does not consider this investment to be other temporarily impaired at June 20, 2009 and no impairment has been recognized.





Loans receivable





For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.  Fair values for certain mortgage loans (e.g., one-to-four-family residential), credit card loans, and other consumer loans are based on quoted market prices of similar
loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics.  Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  Fair values for non-performing loans are estimated using discounted cash flow analyses
or underlying collateral values, where applicable.





Deposit liabilities





The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).  The carrying amounts of variable-rate, fixed-term
money market accounts and certificates of deposit approximate their fair values at the reporting date.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.





Borrowings





For advances that mature within one year of the balance sheet date, carrying value is considered a reasonable estimate of fair value.  The fair values of all other advances are estimated using discounted cash flow analysis based on the Corporation's current incremental borrowing rate for similar types of
advances.




11


Securities sold under agreements to repurchase





Securities sold under agreements to repurchase are treated as short-term borrowings and the carrying value approximates fair value.





Accrued interest





The carrying amounts of accrued interest approximate fair value.





Off-balance sheet instruments





The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counterparties.  For
fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of standby letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.  At June 30, 2009 and 2008, the fair value of loan commitments and standby letters of credit were deemed immaterial.





The estimated fair values of the Corporation’s financial instruments are as follows:


June 30, 2009


March 31, 2009Carrying


Fair


Carrying


Fair(In Thousands)

Amount


Value


Amount


ValueFinancial assetsCash and cash equivalents

$
5,837


$
5,837


$
2,482


$
2,482Securities


1,407



1,407



1,907



1,919Federal Home Loan Bank stock, restricted


6,139



6,139



5,239



5,239Loans, net


490,057



500,557



476,950



487,788Accrued interest receivable


2,007



2,007



1,976



1,976Financial liabilitiesDeposits

$
371,115


$
374,622


$
365,506


$
373,896Borrowings


108,750



108,878



95,000



95,164Securities sold under agreements to repurchase


1,369



1,369



1,476



1,476Accrued interest payable


168



168



1,894



1,894
  12





10. Loans Receivable, NetLoans receivable are summarized as follows:June 30, 2009


March 31, 2009Residential real estate

$
137,807,480


$
140,063,979Commercial real estate


163,135,872



154,781,353Construction


63,692,435



62,887,605Commercial business


56,690,718



53,436,237Consumer


89,095,794



85,968,679510,422,299



497,137,853Less:Loans in process


15,250,203



15,221,797Deferred loan (costs), net


(941,844
)


(990,170
)Allowance for loan losses


6,056,697



5,955,84720,365,056



20,187,474$
490,057,243


$
476,950,379





Loans serviced for others amounted to approximately $304,693 at June 30, 2009, and $294,357 at


March 31, 2009.  The loans are not included in the accompanying consolidated balance sheets.





Allowance for loan losses is summarized as follows:





Quarter Ended
June 30, 2009


Year Ended
March 31, 2009Balance at beginning of year

$
5,955,847


$
3,214,771Provision for loan loss


280,804



4,285,389Loans charged-off


(226,620
)


(1,682,067
)Recoveries of loans previously charged-off


46,666



137,755Balance at end of period

$
6,056,697


$
5,955,847





Impaired loans with a valuation allowance of $1,892,592 totaled $9,840,270 at June 30, 2009 and impaired loans of $9,792,151 had a valuation allowance of $1,873,646 at March 31, 2009.





Impaired loans without a valuation allowance totaled $6,993,418 and $28,598 as of June 30, 2009, and


March 31, 2009, respectively.





No additional funds are committed to be advanced in connection with impaired loans.  There were no


loans past due 90 days and still accruing interest.





Nonaccrual loans excluded from impaired loan disclosure amounted to $13,027,010 at June 30, 2009 and $3,050,662 at March 31, 2009.  If interest on nonaccrual loans had been accrued, such income would have approximately $424,553 for the three months ended June 30, 2009 and $222,629 for the year ended March
31, 2009.


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


RESULTS OF OPERATIONS.





EXECUTIVE SUMMARY





The following information is intended to provide investors a better understanding of the financial position and the operating results of Community Financial Corporation (“Community” or the “Company” and its subsidiary, Community Bank (the “Bank”). The following is primarily from
management’s perspective and may not contain all information that is of importance to the reader. Accordingly, the information should be considered in the context of the consolidated financial statements and other related information contained herein.





Net income for the three months ended June 30, 2009 decreased $246,000 or 25.4% to $720,000 compared to $965,000 for the three months ended June 30, 2008.  Net income for the quarter ended June 30, 2009 decreased due primarily to increased noninterest expense partially offset by an increase in net interest
income.





Net interest income for the quarter ended June 30, 2009 increased $451,000, or 11.2%, to $4,457,000 compared to the quarter ended June 30, 2008. Net interest income, which is the difference between the interest income we earn on our interest-earning assets, such as loans and investment securities, and the interest
we pay on interest-bearing liabilities, which are primarily deposits and borrowings, was impacted by both the change in our volume of interest earning assets and the interest rate spread between interest-earning assets and interest-bearing liabilities. The primary factors contributing to the increase in net interest income for the quarter ended June 30, 2009 was the growth in interest-earning assets, primarily loans, and lower rates on interest-bearing liabilities. The increase in net interest income for the
current quarter was limited due to the elimination of dividends on the Freddie Mac and Fannie Mae preferred stock and Federal Home Loan Bank common stock owned by the Bank. We did not purchase any investment securities during the three months ended June 30, 2009 and anticipate limited securities purchases during the remainder of the current fiscal year.





Management will continue to monitor asset growth to manage the level of regulatory capital and funds acquisition. We continue to monitor the impact changing interest rates may have on both the growth in interest-earning assets and our interest rate spread. The Bank has approximately $350.6 million in adjustable rate
loans or 72.9% of total loans which reprice in five years or less, many of which are subject to annual and lifetime interest rate limits. The pace and extent of future interest rate changes will impact the Company’s interest rate spread as well as limitations on interest rate adjustments on certain adjustable rate loans.





Funding for the growth in interest-earning assets combined with a falling interest rate environment has impacted the composition of our interest-bearing liabilities. Deposits were up due to increases in interest and non-interest-bearing transaction accounts and borrowed money offset by decreases in time deposits.
Management plans to remain competitive in our deposit pricing and anticipates that deposit growth will be the primary source of funding for asset growth during the remainder of the current fiscal year. Due to relative pricing advantages we have utilized brokered deposits and increased borrowings during the June 30, 2009 quarter. During the June 30, 2009 quarter, we experienced continuing competition for time deposits. Management is cognizant of the potential for additional compression in the Bank’s margin
related to the need to acquire funds and the pace of interest rate changes. Management will continue to monitor the level of deposits and borrowings in relation to the current interest rate environment.




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Growth in our loan portfolio so far this fiscal year has exceeded our expectations. Growth in the Bank's loan portfolio for the June 30, 2009 quarter was primarily in commercial real estate, residential home equity loans and lines, and commercial business loans, offset by a decrease in residential first mortgage
loans. We expect to focus our future loan growth primarily in the commercial real estate arena and to slow or moderate our construction loan growth due to a slower economy and underwriting changes to limit funding of speculative construction.  We have experienced reduced construction activity in our market areas while existing commercial real estate activity continues to be moderate. At June 30, 2009, our assets totaled $531.4 million, including net loans receivable of $490.1 million, compared to total
assets of $512.7 million, including net loans receivable of $477.0 million, at March 31, 2009.  Construction loans totaled $63.7 million or 12.5%, commercial real estate were $163.1 million or 32.0%, residential first mortgage loans were $137.8 million or 27.0%, commercial business loans were $56.7 or 11.1%, and home equity loans and lines were $43.5 million or 8.5% of our total loan portfolio at June 30, 2009 compared to construction loans of $62.9 million or 12.7%, commercial real estate of $154.8
or 31.1%, residential first mortgage loans of $140.1 or 28.2%, commercial business $53.4 million or 10.8%, and home equity loans and lines of $41.7 million or 8.4% at March 31, 2009.




At June 30, 2009, non-performing assets totaled approximately $15.6 million or 2.95% of assets compared to $9.0 million or 1.75% of assets at March 31, 2009. Our allowance for loan losses to non-performing assets was 38.7% and to total loans was 1.24% at June 30, 2009 compared to 66.43% and 1.25%, respectively at
March 31, 2009.  The increase consisted of $5.4 million of nonaccrual loans, which included residential permanent and construction loans, and commercial real estate, and $1.2 million of real estate owned and repossessed assets. Due primarily to the slowing economy, we expect an increase in non-performing assets in the future.




During our fiscal year 2009, we evaluated the benefits of the increased yields on our credit card portfolio with the higher risk and operating costs related to maintaining and servicing an unsecured credit card portfolio. We believed that offering a credit card product was important to our existing customer base and for
obtaining new customers. As a result of this evaluation, we entered into an agent-bank relationship with an unaffiliated non-bank pursuant to which our customers can obtain credit cards with the Community Bank brand and for which we earn commissions for new accounts and a percentage of interchange fees, but for which we incur no liability or credit risk. At the same time, we sold our existing credit card portfolio to that unaffiliated organization. During the June 30, 2008 quarter, we sold our credit card portfolio
with an approximate loan balance of $500,000, which resulted in a gain of $37,000.




Dramatic declines in the housing market, with decreasing home prices and increasing delinquencies and foreclosures, have negatively impacted the credit performance of mortgage and construction loans and resulted in significant write-downs of assets by many financial institutions.  We have experienced stable
to moderate declines in real estate values in our market areas. The Company has experienced increases in delinquencies for the 2010 fiscal year. Delinquencies have increased from 3.43% at March 31, 2009 to 4.26% at June 30, 2009. General downward economic trends, reduced availability of commercial credit and increasing unemployment have negatively impacted the credit performance of commercial and consumer credit, resulting in additional write-downs. While there have been increases in unemployment and announced
layoffs by certain employers in our markets, there has not been a dramatic or widespread increase in unemployment to date.  Concerns over the stability of the financial markets and the economy have resulted in decreased lending by other financial institutions to their customers and to each other.  This market turmoil and tightening of credit has led to increased delinquencies, lack of customer confidence, increased market volatility and widespread reduction in general business activity.  Other
financial institutions have experienced decreased access to deposits or borrowings.





Our ability to assess the creditworthiness of customers and to estimate the losses inherent in our credit exposure is made more difficult and complex under these difficult market and economic conditions.  We


15





also expect to face increased regulation and government oversight as a result of these downward trends.  This increased government action may increase our costs and limit our ability to pursue certain business opportunities.  We also may be required to pay even higher FDIC premiums than the recently
increased level, because financial institution failures resulting from the depressed market conditions have depleted and may continue to deplete the FDIC insurance fund and reduce the FDIC’s ratio of reserves to insured deposits.





We do not expect these difficult conditions to improve in the near future.  A worsening of these conditions would likely exacerbate the adverse effects of these difficult market and economic conditions on us, our customers and the other financial institutions in our market.  As a result, we may
experience increases in foreclosures, delinquencies and customer bankruptcies, as well as more restricted access to funds.





The recently enacted Emergency Economic Stabilization Act of 2008 (“EESA”) authorizes the U.S. Department of the Treasury (“Treasury Department”) to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and certain other
financial instruments, including debt and equity securities issued by financial institutions and their holding companies in a troubled asset relief program (”TARP”).  The purpose of TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other.  The Treasury Department has allocated $250 billion towards the TARP Capital Purchase Program (“CPP”).  Under
the CPP, Treasury will purchase debt or equity securities from participating institutions.  The TARP also will include direct purchases or guarantees of troubled assets of financial institutions.  The Company made application to the Treasury Department to participate in this program and received an investment by the Treasury Department of $12,643,000 in the form of preferred stock during the December 31, 2008 quarter.  The Company also issued to the U.S. Treasury a warrant to purchase
351,194 shares of common stock at $5.40 per share.


EESA also increased FDIC deposit insurance on most accounts from $100,000 to $250,000.  This increase is in place until the end of 2013 and is not covered by deposit insurance premiums paid by the banking industry.  In addition, the FDIC has implemented two temporary programs to provide deposit insurance
for the full amount of most non-interest bearing transaction accounts through the end of 2009 and to guarantee certain unsecured debt of financial institutions and their holding companies through June 2012.  We expect to participate only in the program that provides unlimited deposit insurance coverage through December 31, 2009 for noninterest-bearing transaction accounts (typically business checking accounts) and certain funds swept into noninterest-bearing savings accounts. Under that program, we
will pay a 10 basis points fee (annualized) on the balance of each covered account in excess of $250,000, while the extra deposit insurance is in place.At June 30, 2009, we had $3.9 million in such accounts in excess of $250,000.





The purpose of these legislative and regulatory actions is to stabilize the volatility in the U.S. banking system.  EESA, TARP and the FDIC’s recent regulatory initiatives may not have the desired effect.  If the volatility in the market and the economy continue or worsen, our business, financial
condition, results of operations, access to funds and the price of our stock could be materially and adversely impacted.





CRITICAL ACCOUNTING POLICIES




General




The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial




16





effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another
method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.





Allowance for Loan Losses
The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) Statement of Financial Accounting Standard ("SFAS") No. 5, Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and estimable and (ii) SFAS No. 114, Accounting
by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.




The allowance for loan losses is maintained at a level considered by management to be adequate to absorb future loan losses currently inherent in the loan portfolio.  Management's assessment of the adequacy of the allowance is based upon type and volume of the loan portfolio, past loan loss experience,
existing and anticipated economic conditions, and other factors which deserve current recognition in estimating future loan losses.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Additions to the allowance are charged to operations.  Subsequent recoveries, if any, are credited to the allowance.  Loans are charged-off partially or wholly at the time management determines collectibility
is not probable.  Management's assessment of the adequacy of the allowance is subject to evaluation and adjustment by the Company's regulators.





The allowance consists of specific, general and unallocated components.  The specific component relates to loans that are classified as doubtful or substandard.  For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value
or observable market price) of the impaired loan is lower than the carrying value of that loan.  The general component covers special mention and non-classified loans and is based on historical loss experience adjusted for qualitative factors.  An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions
used in the methodologies for estimating specific and general losses in the portfolio.





A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the
borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.





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Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.




FINANCIAL CONDITION





The Company's total assets increased $18.7 million to $531.4 million at June 30, 2009 from $512.7 million at March 31, 2009 due to increases in loans receivable of $13.1 million, cash of $2.7 million, real estate owned of $1.2 million, Federal Home Loan Bank Stock of $900,000, and cash consisting of interest bearing
deposits at other financial institutions of $600,000.  The increase in loans was funded with increases in savings and interest bearing deposits of $5.2 million, non-interest bearings deposits of $4.0 million, increases in FHLB advances and borrowings of $13.6 million and decreases in time deposits of $3.6 million at June 30, 2009 from March 31, 2009. FHLB advances increased by $14.0 million and other borrowings decreased by $300,000.  Stockholders’ equity increased $562,000 to 46.9 million
at June 30, 2009, from $46.3 million at March 31, 2009, due to income for the three months ended June 30, 2009 of $720,000 million offset by cash dividend payments.





At June 30, 2009, non-performing assets totaled approximately $15.6 million or 2.95% of assets compared to $9.0 million or 1.75% of assets at March 31, 2009.Non-performing assets at June 30, 2009 were comprised of repossessed assets of $2.6 million and
non accrual loans of $13.0 million. Included in the total non-performing assets at June 30, 2009 was one relationship of approximately $1.6 million which includes $1.4 million of residential lots. At June 30, 2009, our allowance for loan losses to non-performing assets was38.7%and to total loans was 1.24% compared to 66.43% and 1.25%, respectively at March 31, 2009. At June 30, 2009 the
percentage of delinquent loans to total loans was 4.26% compared to 3.43% at March 31, 2009. Our allowance for loan losses to total loans remained relatively unchanged at June 30, 2009 compared to March 31, 2009 because no significant additional specific allowances were considered warranted at June 30, 2009 on the Bank’s nonperforming assets and due to the growth in our loan portfolio Based on current market values of the properties securing these loans, management anticipates no significant losses in excess
of the allowance for losses previously recorded.  Although management believes that it uses the best information available to make such determinations, future adjustments to allowances may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations.





As of June 30, 2009, there were also $9.3 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 loan categories. These loans are comprised primarily of residential real estate loans. No individual loan in this category has a balance that exceeds $700,000.





LIQUIDITY AND CAPITAL RESOURCES





Our principal sources of funds are customer deposits, advances from the Federal Home Loan Bank of Atlanta, amortization and prepayment of loans and funds provided from operations. Management maintains investments in liquid assets based upon its assessment of (i) the need for funds, (ii) expected deposit flows, (iii) the
yields available on short-term liquid assets, (iv) the liquidity of our loan portfolio and (v) the objectives of our asset/liability management program. Management believes that the Bank will continue to have adequate liquidity for the foreseeable future. Cash flow projections are regularly





18


reviewed and updated to assure that adequate liquidity is provided. As of June 30, 2009, the Bank’s liquidity ratio (liquid assets as a percentage of net withdrawable savings and current borrowings) was 3.2%.




The Bank has a line of credit with the FHLB equal to 26% of the Bank’s assets, subject to the amount of collateral pledged. Under the terms of its collateral agreement with the FHLB, the Bank provides a blanket lien covering all of its residential first mortgage loans, home equity lines of credit, multi-family loans
and commercial loans. In addition, the Bank pledges as collateral its capital stock in and deposits with the FHLB. Based on the collateral pledged as of June 30, 2009, the total amount of borrowing available under the FHLB line of credit was approximately $134,000,000. At June 30, 2009, principal obligations to the FHLB consisted of $88,000,000 in floating-rate, overnight borrowings, $20,000,000 in fixed-rate convertible advances and a $4,000,000 letter of credit to the Treasurer of Virginia for public deposits.
The Company had a loan with a bank in the amount of $750,000 at June 30, 2009.




At June 30, 2009, we had commitments to purchase or originate $22.8 million of loans. Certificates of deposit scheduled to mature in one year or less at June 30, 2009, totaled $252.2 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 foreseeable short-term and long-term liquidity needs. At June 30, 2009, we had brokered or internet time deposits of $14.6 million.





The Bank’s regulatory capital changed from “adequately capitalized” at September 30, 2008 to “well capitalized” at June 30, 2009 due to the issuance of preferred stock under the U.S. Treasury Capital Purchase Program. The Companyreceived
$12,643,000 from the U.S. Treasury through the sale of 12,643 shares of preferred stock. The Company also issued to the U.S. Treasury a warrant to purchase 351,194 shares of common stock at $5.40 per share. The preferred shares pay a cumulative dividend of 5% per year for the first five years and 9% per year thereafter.  The preferred shares are callable at 100% of the issue price, subject to the approval of the Company’s federal regulator.





RESULTS OF OPERATIONS





Three Months Ended June 30, 2009 and 2008.





General.  Net income for the three months ended June 30, 2009 decreased $246,000 or 25.5% to $720,000 from $965,000 for the three months ended June 30, 2008. Net interest income increased $450,000, the provision for loan losses increased 129,000,
non-interest income increased $104,000 and non-interest expense increased $689,000 during the three months ended June 30, 2009 compared to the same period in 2008. Return on equity for the three months ended June 30, 2009 was 6.14% compared to 9.86% for the three month period ended June 30, 2008. Return on assets was.55% for quarter ended June 30, 2009 compared to 0.80% for the same period in the previous fiscal year.





Interest Income. Total interest income decreased by $581,000 to $6.9 million for the three months ended June 30, 2009, from $7.5 million for the three months ended June 30, 2008, due to lower yields partially offset by higher average loan balances.  Investment
securities income decreased by $21,000 due to lower average balances as a result of calls and maturities on securities. Other interest income decreased by $266,000 due to elimination of dividends on Freddie Mac, Fannie Mae and FHLB stocks.  The decrease in yields was due to lower market interest rates generally. The average yield earned on interest-earning assets was 5.61% for the three months ended June 30, 2009 compared to 6.45% for the three months ended June 30, 2008.




19


Interest Expense.  Total interest expense decreased by $1.1 million to $2.4 million for the quarter ended June 30, 2009, from $3.5 million for the quarter ended June 30, 2008. Interest on deposits decreased by $682,000 to $2.2 million for the quarter ended
June 30, 2009 from $2.9 million for the quarter ended June 30, 2008 due to a decrease in the average rate paid, partially offset by higher average deposit balances. Interest expense on borrowed money decreased by $349,000 to $247,000 for the quarter ended June 30, 2009 compared to $597,000 million for the quarter ended June 30, 2008. A decrease in the average rate paid on borrowings from 2.66% to 0.91% offset by an increase in the average balance of borrowings from $89.6 million for the June 30, 2008 quarter
to $108.6 million for the June 30, 2009 quarter accounted for the decrease. The average rate paid on interest-bearing liabilities was 2.07%during the three months ended June 30, 2009 compared to 3.15% for the three months ended June 30, 2008.




Provision for Loan Losses.  The provision for loan losses increased $129,000 to $281,000 for the three months ended June 30, 2009, from $152,000 for the three months ended June 30, 2008. The amount of the provision for loan losses for the quarter ended
June 30, 2009 was based on management’s assessment of the inherent risk associated with the increase in our loan portfolio and the level of our allowance for loan losses. We provide valuation allowances for anticipated losses on loans and real estate when management determines that a significant decline in the value of the collateral or cash flows has occurred, as a result of which the value of the collateral or cash flows is less than the amount of the unpaid principal of the related loan plus estimated
costs of acquisition and sale. In addition, we also provide allowances based on the dollar amount and type of collateral securing our loans in order to protect against unanticipated losses. At June 30, 2009, management believes its allowance for loan losses was adequate to absorb any probable losses inherent in the Company’s loan portfolio. Although management believes that it uses the best information available to make such determinations, future adjustments to allowances may be necessary, and net income
could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations.


Noninterest Income.  Noninterest income increased by $104,000 to $944,000 for the three months ended June 30, 2009, from $840,000 for the three months ended June 30, 2008 due primarily to mortgage loan origination fees. The Bank has established relationships
with other institutions where the Bank receives fees in return for completed customer mortgage loan applications for the institution’s approval and funding. We anticipate these relationships will continue to be a source of fee and service charge income for the Bank.





Noninterest Expense.  Noninterest expense increased by $689,000 to $3.9 million for the three months ended June 30, 2009 compared to the same period last year. The increase in noninterest expense resulted primarily from compensation related expenses due
generally to a contractual payment to a former employee, merit increases, additional retail personnel and increased federal deposit insurance premiums.


Federal deposit insurance premiums during the three months ended June 30, 2009 totaled $314,000, compared to $71,000 for the same period in 2008. Under FDIC’s current risk-based assessment rules, assessment rates range from 7 to 77.5 basis points. In addition to the regular assessments, the FDIC has imposed a special
assessment of 5 basis points on the amount of each institution’s assets reduced by the amount of its Tier 1 capital as of June 30, 2009, to be collected September 30, 2009. The FDIC has announced that one additional special assessment is probable and a second is less certain.





Taxes.  Taxes decreased by $18,000 to $465,000 for the three months ended June 30, 2009, from a $483,000 tax provision for the three months ended June 30, 2008. The effective tax rate increased from 33.3% for the June 30, 2008 quarter to 39.3% for the
June 30, 2009 quarter due to the significant decrease in tax preference income.




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OFF BALANCE SHEET ARRANGEMENTS




There has not been a significant change in our off balance sheet arrangements from the information reported in our annual 10-K for the period ended March 31, 2009.




CONTRACTUAL OBLIGATIONS




There has not been a significant change in our contractual obligations from the information reported in our annual 10-K for the period ended March 31, 2009.





RECENT ACCOUNTING PRONOUNCEMENTS





In April 2009, the Financial Accounting Standards Board (FASB) issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.”  FSP FAS 141(R)-1 amends and clarifies SFAS 141(R) to address application issues on initial recognition
and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination.  The FSP is effective for assets and liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The Company does not expect the adoption of FSP FAS 141(R)-1 to have a material impact on its consolidated  financial
statements.





In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.”  FSP FAS 157-4 provides additional guidance for estimating fair value in accordance
with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased.  The FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly.  FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, and shall be applied prospectively.  The Company does not expect the adoption of FSP FAS 157-4 to have a material impact on its consolidated financial statements.





In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.”  FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in annual financial statements.  In addition, the FSP amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods.  The FSP is effective for interim periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 107-1 and APB 28-1 to have a material impact on its consolidated financial
statements.





In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments.”  FSP FAS 115-2 and FAS 124-2 amends other-than-temporary impairment guidance for debt securities to make guidance more operational and to improve the presentation and disclosure
of other-than-temporary impairments on debt and equity securities.  The FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  FSP FAS 115-2 and FAS 124-2 is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 115-2 and FAS 124-2 to have a material impact on its consolidated financial statements.





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In April 2009, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 111 (SAB 111).  SAB 111 amends and replaces SAB Topic 5.M. in the SAB Series entitled “Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities.”  SAB 111 maintains the
SEC Staff’s previous views related to equity securities and amends Topic 5.M. to exclude debt securities from its scope.  The Company does not expect the implementation of SAB 111 to have a material impact on its consolidated financial statements.





In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events.”  SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be
issued.  SFAS 165 is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of SFAS 165 to have a material impact on its consolidated financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140.”  SFAS 166 provides guidance to improve the relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 must be applied as of the beginning of the first annual reporting period that begins after November 15, 2009 and for interim periods within that first annual reporting period.  Earlier application is prohibited.  The
Company does not expect the adoption of SFAS 166 to have a material impact on its consolidated financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R).”  SFAS 167 improves financial reporting by enterprises involved with variable interest entities.  SFAS 167 will be effective as of the beginning of the first
annual reporting period that begins after November 15, 2009 and for interim periods within that first annual reporting period.  Earlier application is prohibited.  The Company  does not expect the adoption of SFAS 167 to have a material impact on its consolidated financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162.”  SFAS 168 establishes the FASB Accounting Standards
Codification, which will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  On the effective date, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other
nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative.  SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the adoption of SFAS 168 to have a material impact on its consolidated financial statements.





In June 2009, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 112 (SAB 112). SAB 112 revises or rescinds portions of the interpretative guidance included in the codification of SABs in order to make the interpretive guidance consistent with current U.S. GAAP.  The Company does
not expect the adoption of SAB 112 to have a material impact on its consolidated financial statements.




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Disclosure Regarding Forward-Looking Statements




This document, including information incorporated by reference, contains, and future filings by Community Financial Corporation on Form 10-K, Form 10-Q and Form 8-K and future oral and written statements by Community Financial Corporation and its management may contain, forward-looking statements about Community Financial
Corporation 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, including revenue creation, lending origination, operating efficiencies, loan sales, charge-offs and loan loss provisions, growth opportunities, interest rates, acquisition and divestiture opportunities, and synergies, efficiencies,
cost savings and funding advantages. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. These forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Accordingly, Community Financial Corporation cautions readers not to place undue reliance on any forward-looking statements.






Many of these forward-looking statements appear in this document in Management's Discussion and Analysis. Words such as may, could, should, would, believe, anticipate, estimate, expect, intend, plan and similar expressions are intended to identify these forward-looking statements. The important factors discussed below,
as well as other factors discussed elsewhere in this document and factors identified in our filings with the Securities and Exchange Commission 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. Among the factors that could cause our actual results to differ from these forward-looking statements are:






·
the strength of the United States economy in general and the strength of the local economies in which we conduct our operations; general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in the credit quality of our loans and other assets;




·
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board;




·
financial market, monetary and interest rate fluctuations, particularly the relative relationship of short-term interest rates to long-term interest rates;




·
the timely development of and acceptance of new products and services of Community Financial Corporation and 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 impact of changes in financial services laws and regulations (including laws concerning taxes, accounting standards, banking, securities and insurance); legislative or regulatory changes may adversely affect the business in which we are engaged;




·
the impact of technological changes;




·
changes in consumer spending and saving habits; and




·
our success at managing the risks involved in the foregoing.




23


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





There have been no material changes in market risk since March 31, 2009 year end. Market risk is discussed as part of management’s discussion and analysis under asset/liability management in the Company’s annual report for March 31, 2009.





ITEM 4T.  CONTROLS AND PROCEDURES




An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Act")) as of June 30, 2009, was carried out under the supervision and with the participation of the Company's
Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures in effect as of June 30, 2009, were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and
Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure
are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by override
of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to
error or fraud may occur and not be detected.





24


PART II.  OTHER INFORMATION





Item 1.  Legal Proceedings





Not Applicable.





Item 1A.  Risk Factors





Not required for smaller reporting company





Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds





Not Applicable.





Item 3.  Defaults Upon Senior Securities





Not Applicable.





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





Not Applicable.





Item 5.  Other Information





Not Applicable.





Item 6.  Exhibits





See Exhibit Index


25





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 CORPORATIONDate: August 13, 2009
By:
/s/ R. Jerry GilesR. Jerry Giles
Chief Financial Officer
(Duly Authorized Officer)











26





EXHIBIT INDEX




Exhibit
Number

Document3.1

Amended and Restated Articles of Incorporation, filed on July 5, 1996 as an exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A (SEC File No. 000-18265), are incorporated herein by reference.3.2

Certificate of Amendment and Articles of Amendment for the Series A Preferred Stock, filed on December 22, 2008, as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.3.3

Bylaws, as amended and restated, filed on December 20, 2007 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.4.1

Registrant’s Specimen Common Stock Certificate, filed on June 29, 1999 as Exhibit 4 to the Annual Report on Form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 1999, is incorporated herein by reference.4.2

Registrant’s Form of Certificate for the Series A Preferred Stock, filed on December 22, 2008, as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.4.3

Registrant’s Form of Warrant for Purchase of Shares of Common Stock, filed on December 22, 2008, as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.1

Amended and Restated Employment Agreement by and between Community Bank and P. Douglas Richard, filed on May 5, 2006, as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.2

Form of Change in Control Agreement by and between Community Financial Corporation and  P. Douglas Richard, filed on May 5, 2006 as Exhibit 99.4 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.3

Registrant’s 1996 Incentive Plan, filed on July 5, 1996 as an exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A (SEC File No. 000-18265), is incorporated herein by reference.10.4

Form of Change in Control Agreement by and between Community Financial Corporation and each of R. Jerry Giles and Benny N. Werner, filed on May 5, 2006 as Exhibit 99.5 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.5

Retirement Agreements by and between Community Bank and Non-Employee Directors filed on June 29, 2004 as an exhibit to the Registrant’s Annual Report on Form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 2004, and incorporated here by reference.












10.6

Form of First Amendment to the Retirement Agreements by and between Community Bank and Non-Employee Directors, filed on June 29, 2005 as an exhibit to the Registrant’s Annual Report on Form 10-K (SEC File No. 000-18265) for the fiscal year ended March 31, 2005, is incorporated here by reference.10.7

Salary Continuation Agreements by and between Community Bank and Officers Richard, Giles, Smiley and Werner filed on June 29, 2004 as an exhibit to the Registrant’s Annual Report on Form 10-KSB (SEC File No. 000-18265) for the fiscal year ended March 31, 2004, and incorporated herein by reference.10.8

Form of Director Deferred Fee Agreement, as amended, filed on June 29, 2005 as an exhibit to the Registrant’s Annual Report on Form 10-K (SEC File No. 000-18265) for the fiscal year ended March 31, 2005, is incorporated herein by reference.10.9

Registrant’s 2003 Stock Option and Incentive Plan, filed on December 27, 2003 as an exhibit to the Registrant’s Definitive Proxy Statement on Schedule 14A (SEC File No. 000-18265), is incorporated herein by reference.10.10

Form of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement for Registrant’s 2003 Stock Option and Incentive Plan, filed on August 12, 2005 as an exhibit to the Registrant’s Quarterly Report on Form 10-Q (SEC File No. 000-18265) for the quarter ended June 30, 2005, are incorporated herein
by reference.10.11

Employment Agreement by and between Community Bank and Norman C. Smiley, III, filed on June 16, 2008 as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.12

Change in Control Agreement by and between Community Financial Corporation and Norman C. Smiley, III, filed on June 16, 2008 as an exhibit to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.13

Form of Change in Control Agreement by and between Community Financial Corporation and Lyle Moffett, filed on July 1, 2008 as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.14

Form of Change in Control Agreement by and between Community Financial Corporation and John Howerton, filed on November 14, 2008 as an exhibit to the Registrant’s Report on Form 10-Q (SEC File No. 000-18265), is incorporated herein by reference.10.15

Letter Agreement, including Schedule A, and Securities Purchase Agreement, dated December 19, 2008, between Community Financial Corporation and United States Department of the Treasury, with respect to the issuance and sale of the Series A Preferred Stock and Warrant, filed on December 22, 2008, as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.10.16

Form of Compensation Modification Agreement and Waiver, executed by  P. Douglas Richard and Norman C. Smiley, III, filed on December 22, 2008, as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.











10.17

Separation Agreement and Release between the Registrant, and its wholly owned subsidiary, Community Bank, and Chris P. Kyriakides, filed on May 26, 2009 as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (SEC File No. 000-18265), is incorporated herein by reference.11

Statement re computation of per share earnings (see Note 3 of the Notes to Unaudited Interim Consolidated Financial Statements included in this Current Report on Form 10-Q).31.1

Rule 13(a)-14(a) Certification (Chief Executive Officer)31.2

Rule 13(a)-14(a) Certification (Chief Financial Officer)32

Section 1350 Certifications