UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-18279
The Community Financial Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 52-1652138 | |||
| (State of other jurisdiction of | (I.R.S. Employer | |||
| incorporation or organization) | Identification No.) |
| 3035 Leonardtown Road, Waldorf, Maryland | 20601 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 645-5601
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 preceding 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 ¨
Indicate by check mark whether the registrant 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer ¨ | Accelerated Filer x |
| Non-Accelerated Filer ¨ | Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes ¨ No x
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $90.2 million based on the closing price $23.75 per share at which the common stock was sold on the last business day of the Company’s most recently completed second fiscal quarter. For purposes of this calculation only, the shares held by directors, executive officers and the Company’s Employee Stock Ownership Plan of the registrant are deemed to be shares held by affiliates.
Number of shares of common stock outstanding as of February 27, 2015: 4,731,079.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2015 Annual Meeting of Stockholders. (Part III)
Explanatory Note
The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, initially filed with the U.S. Securities and Exchange Commission on March 6, 2015 (the “Form 10-K”), is to file Exhibits 10.29, 10.30 and 10.31 to the Form 10-K as required by Rule 601 of Regulation S-K, which were inadvertently omitted from the Form 10-K. No other changes have been made to the Form 10-K as previously filed.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to the Amendment No. 1 under Item 15 of Part IV hereof.
Item 15. Exhibits and Financial Statement Schedules
(a) List of Documents Filed as Part of this Report
(1) Financial Statements. The following consolidated financial statements and notes related thereto are incorporated by reference from Item 8 hereof:
| Report of Independent Registered Public Accounting Firm | ||
| Consolidated Balance Sheets as of December 31, 2014 and 2013 | ||
| Consolidated Statements of Income for the Years Ended December 31, 2014 and 2013 | ||
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014 and 2013 | ||
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2014 and 2013 | ||
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013 | ||
| Notes to Consolidated Financial Statements |
(2) Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.
(3) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K/A and is also the Exhibit Index.
| Exhibit No |
Description | Incorporated by Reference to | ||
|
3.1
|
Articles of Incorporation of Tri-County Financial Corporation
|
Form S-4 (Registration No. 333-31287). | ||
| 3.2 |
Articles of Amendment to Articles of Incorporation of Tri-County Financial Corporation
|
Form 8-K as filed on May 14, 2012. | ||
| 3.3 |
Articles of Amendment to Articles of Incorporation of Tri-County Financial Corporation
|
Form 8-K as filed on August 27, 2010. | ||
| 3.4 |
Amended and Restated Bylaws of Tri-County Financial Corporation
|
Form 8-K as filed on August 27, 2010. | ||
| 4.1 |
Amended and Restated Articles Supplementary establishing Senior Non-cumulative Perpetual Preferred Stock, Series C, of Tri-County Financial Corporation
|
Form 8-K as filed on September 23, 2011. | ||
| 4.2 |
Form of Subordinated Indenture between The Community Financial Corporation and Wilmington Trust, National Association, as Trustee
|
Form 8-K as filed on February 4, 2015. | ||
| 4.3 |
Form of First Supplemental Indenture between The Community Financial Corporation and Wilmington Trust, National Association, as Trustee
|
Form 8-K as filed on February 4, 2015. | ||
| 4.4 |
Form of Global Note to represent the 6.25% Fixed to Floating Rate Subordinated Notes due 2025 (included in Exhibit 4.3)
|
Form 8-K as filed on February 4, 2015. |
| 10.1* |
Tri-County Financial Corporation 1995 Stock Option and Incentive Plan, as amended
|
Form 10-K for the year ended December 31, 2000 as filed on March 30, 2001. | ||
| 10.2* |
Tri-County Financial Corporation 1995 Stock Option Plan for Non-Employee Directors, as amended
|
Form 10-K for the year ended December 31, 2000 as filed on March 30, 2001. | ||
| 10.3* |
Employment Agreement with Michael L. Middleton (This agreement was replaced by the agreement filed under Exhibit 10.29 below, effective July 1, 2014)
|
Form 10-Q for the quarter ended September 30, 2006 as filed on November 14, 2006. | ||
| 10.4* |
Amended and Restated Executive Incentive Compensation Plan
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. | ||
| 10.5* | Retirement Plan for Directors |
Form 10-K for the year ended December 31, 2006 as filed on March 27, 2007.
| ||
| 10.6* |
Split Dollar Agreements with Michael L. Middleton
|
Form 10-K for the year ended December 31, 2000 as filed on March 30, 2001. | ||
| 10.7* |
Split Dollar Agreement with William J. Pasenelli
|
Form 10-K for the year ended December 31, 2001 as filed on April 1, 2002. | ||
| 10.8* |
Salary Continuation Agreement with Michael L. Middleton, dated September 6, 2003
|
Form 10-K for the year ended December 31, 2003 as filed on March 26, 2004. | ||
| 10.9* |
First Amendment to the Salary Continuation Agreement, dated September 6, 2003, with Michael L. Middleton
|
Form 10-K for the year ended December 31, 2008 as filed on March 9, 2009. | ||
| 10.10* |
Tri-County Financial Corporation 2005 Equity Compensation Plan
|
Definitive Proxy Statement as filed on April 11, 2005. | ||
| 10.11* |
Amendment No. 1 to the Tri-County Financial Corporation 2005 Equity Compensation Plan
|
Form 10-Q for the quarter ended September 30, 2007 as filed on November 13, 2007. | ||
| 10.12* |
Community Bank of Tri-County Executive Deferred Compensation Plan
|
Form 10-K for the year ended December 31, 2006 as filed on March 27, 2007. | ||
| 10.13* |
Amended and Restated Employment Agreement by and among Community Bank of Tri-County, William J. Pasenelli and Tri-County Financial Corporation, as guarantor
|
Form 10-Q for the quarter ended March 31, 2007 as filed on May 11, 2007. | ||
| 10.14* |
First Amendment to the Employment Agreement, dated April 20, 2007, with William J. Pasenelli
|
Form 10-Q for the quarter ended June 30, 2013 as filed on August 14, 2013. | ||
| 10.15* |
Supplemental Executive Retirement Plan agreement, dated January 1, 2011 and First Amendment to the Supplemental Executive Retirement Plan agreement, dated January 1, 2011, with William J. Pasenelli
|
Form 10-Q for the quarter ended June 30, 2013 as filed on August 14, 2013. |
| 10.16* |
Amended and Restated Employment Agreement by and among Community Bank of Tri-County, Gregory C. Cockerham and Tri-County Financial Corporation, as guarantor
|
Form 10-Q for the quarter ended March 31, 2007 as filed on May 11, 2007. | ||
| 10.17* |
Supplemental Executive Retirement Plan agreement, dated January 1, 2011 and First Amendment to the Supplemental Executive Retirement Plan agreement, dated January 1, 2011, with Gregory C. Cockerham
|
Form 10-Q for the quarter ended June 30, 2013 as filed on August 14, 2013. | ||
| 10.18* |
Salary Continuation Agreement with Gregory C. Cockerham, dated August 21, 2006
|
Form 10-Q for the quarter ended September 30, 2006 as filed on November 14, 2006. | ||
| 10.19* |
First Amendment to the Salary Continuation Agreement, dated August 21, 2006, with Gregory C. Cockerham
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. | ||
| 10.20* |
Second Amendment to the Salary Continuation Agreement, dated August 21, 2006, with Gregory C. Cockerham
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. | ||
| 10.21* |
Salary Continuation Agreement with William J. Pasenelli, dated August 21, 2006
|
Form 10-Q for the quarter ended September 30, 2006 as filed on November 14, 2006. | ||
| 10.22* |
First Amendment to the Salary Continuation Agreement, dated August 21, 2006, with William J. Pasenelli
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. | ||
| 10.23* |
Second Amendment to the Salary Continuation Agreement, dated August 21, 2006, with William J. Pasenelli
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. | ||
| 10.24* |
Securities Purchase Agreement dated September 22, 2011, between Tri-County Financial Corporation and the Secretary of the United States Department of the Treasury
|
Form 8-K as filed on September 23, 2011. | ||
| 10.25* |
Repurchase Letter dated September 22, 2011 between Tri-County Financial Corporation and the United States Department of the Treasury with respect to the Series A Preferred Stock and Series B Preferred Stock
|
Form 8-K as filed on September 23, 2011. | ||
| 10.26* |
Form of Letter Agreement between Tri-County Financial Corporation and each of Michael L. Middleton, Gregory C. Cockerham and William J. Pasenelli
|
Form 8-K as filed on September 23, 2011. | ||
| 10.27* |
Salary Continuation Agreement between Gregory C. Cockerham and Community Bank of Tri-County, dated September 6, 2003, as amended on December 22, 2008
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. |
| 10.28* |
Salary Continuation Agreement between William J. Pasenelli and Community Bank of Tri-County, dated September 6, 2003, as amended on June 11, 2004 and December 22, 2008
|
Form 10-K/A for the year ended December 31, 2008 as filed on April 20, 2009. | ||
| 10.29* |
Employment Agreement with Michael L. Middleton dated July 1, 2014
|
|||
| 10.30* |
Supplemental Executive Retirement Plan agreement, dated November 1, 2014 with William J. Pasenelli
|
|||
| 10.31* |
Supplemental Executive Retirement Plan agreement, dated November 1, 2014 with Gregory C. Cockerham
|
|||
| 14.0 | Code of Ethics | Form 10-K for the year ended December 31, 2005 as filed on March 30, 2006. | ||
| 21.0 |
List of Subsidiaries
|
Form 10-K for the year ended December 31, 2014 as filed on March 6, 2015.
| ||
| 23.1 |
Consent of Stegman & Company
|
Form 10-K for the year ended December 31, 2014 as filed on March 6, 2015.
| ||
| 31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
|||
| 31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|||
| 32.0 | Section 1350 Certification of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer | |||
| 101.0 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Changes In Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. |
Form 10-K for the year ended December 31, 2014 as filed on March 6, 2015.
|
(*) Management contract or compensating arrangement.
(b) Exhibits. The exhibits required by Item 601 of Regulation S-K are either filed as part of this Annual Report on Form 10-K or incorporated by reference herein.
(c) Financial Statements and Schedules Excluded From Annual Report. There are no other financial statements and financial statement schedules which were excluded from this Annual Report pursuant to Rule 14a-3(b)(1) which are required to be included herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| THE COMMUNITY FINANCIAL CORPORATION | ||
| Date: March 17, 2015 | By: | /s/ William J. Pasenelli |
| William J. Pasenelli | ||
| President and Chief Executive Officer | ||
| (Duly Authorized Representative) | ||