SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 quarter ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission number 0-23325
Guaranty Federal Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware
43-1792717
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
1341 West Battlefield
Springfield, Missouri
65807
(Address of principal executive offices)
(Zip Code)
Telephone Number: (417) 520-4333
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 is an accelerated filer (as defined in Rule 12b-2 of Exchange Act)
Yes No X
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.
Class Outstanding at February 10, 2003
Common Stock, Par Value $0.10
3,028,601 Shares
GUARANTY FEDERAL BANCSHARES, INC.
Form 10-Q
TABLE OF CONTENTS
Item
Page
PART I. Financial Information
1. Consolidated Financial Statements (Unaudited):
Statements of Financial Condition
3
Statements of Income
4
Statements of Stockholders Equity
5
Statements of Cash Flows
7
Notes to Condensed Consolidated Financial Statements
8
2. Managements Discussion and Analysis of Financial Condition and Results of Operations
9
3. Quantitative and Qualitative Disclosures about Market Risk
14
4. Control and Procedures
17
PART II. Other Information
1. Legal Proceedings
17
2. Changes in Securities
17
3. Defaults Upon Senior Securities
17
4. Submission of Matters to Vote of Common Stockholders
17
5. Other Information
17
6. Exhibits and Reports on Form 8-K
17
Signatures
Certification of the Principal Executive Officer
Certification of the Principal Financial Officer
2
PART I
Item 1. Financial Statements
GUARANTY FEDERAL BANCSHARES, INC. | |||
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION | |||
DECEMBER 31, 2002 (UNAUDITED) AND JUNE 30, 2002 | |||
ASSETS | 12/31/02 | 6/30/02 | |
Cash | $ 3,030,116 | 3,251,579 | |
Interest-bearing deposits in other financial institutions | 10,180,720 | 13,711,923 | |
Cash and cash equivalents | 13,210,836 | 16,963,502 | |
Available-for-sale securities | 14,763,145 | 16,463,460 | |
Held-to-maturity securities | 2,819,833 | 3,219,091 | |
Stock in Federal Home Loan Bank, at cost | 8,600,400 | 8,600,400 | |
Mortgage loans held for sale | 5,266,077 | 3,131,138 | |
Loans receivable, net of allowance for loan losses; | |||
12/31/02 - $2,639,552; 6/30/02 $2,649,872 | 319,633,449 | 316,785,118 | |
Accrued interest receivable: | |||
Loans | 1,394,286 | 1,569,260 | |
Investments | 40,492 | 85,251 | |
Prepaid expenses and other assets | 1,875,102 | 1,693,760 | |
Foreclosed assets held for sale | 8,450 | 683,329 | |
Premises and equipment | 7,089,729 | 7,356,098 | |
$ 374,701,799 | 376,550,407 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
| |
LIABILITIES | |||
Deposits | $ 230,258,874 | 225,283,994 | |
Federal Home Loan Bank advances | 104,368,292 | 111,083,163 | |
Securities sold under agreements to repurchase | 702,501 | 1,093,074 | |
Advances from borrowers for taxes and insurance | 324,282 | 1,048,297 | |
Accrued expenses and other liabilities | 52,749 | 103,993 | |
Accrued interest payable | 742,372 | 759,099 | |
Dividend payable | 420,430 | 347,656 | |
Income taxes payable | 362,075 | 163,897 | |
Deferred income taxes | 1,202,589 | 1,232,357 | |
338,434,164 | 341,115,530 | ||
STOCKHOLDERS' EQUITY | |||
Common stock: | |||
$0.10 par value; authorized 10,000,000 shares; | |||
issued; 12/31/02 - 6,380,034 shares, 6/30/02 - 6,365,404 shares | 638,003 | 636,540 | |
Additional paid-in capital | 50,195,997 | 49,842,032 | |
Unearned ESOP shares | (2,281,070) | (2,406,070) | |
Retained earnings, substantially restricted | 28,299,337 | 27,372,935 | |
Accumulated other comprehensive income | |||
Unrealized appreciation on available-for-sale securities, | |||
net of income taxes; 12/31/02 - $1,532,437, 6/30/02 - $1,731,122 | 2,609,285 | 2,947,587 | |
79,461,552 | 78,393,024 | ||
Treasury stock, at cost; 12/31/02 - 3,349,071 shares, 6/30/02 - 3,333,089 shares | (43,193,917) | (42,958,147) | |
36,267,635 | 35,434,877 | ||
$ 374,701,799 | 376,550,407 | ||
| |||
See Notes to Condensed Consolidated Financial Statements
3
GUARANTY FEDERAL BANCSHARES, INC. | |||||||
CONSOLIDATED STATEMENTS OF INCOME | |||||||
THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED) | |||||||
Three months ended | Six months ended | ||||||
12/31/02 | 12/31/01 | 12/31/02 | 12/31/01 | ||||
INTEREST INCOME | |||||||
Loans | $ 5,338,380 | 6,159,625 | 10,826,819 | 12,520,007 | |||
Investment securities | 105,076 | 190,223 | 231,070 | 383,948 | |||
Other | 100,284 | 146,759 | 232,307 | 334,128 | |||
Total Interest Income | 5,543,740 | 6,496,607 | 11,290,196 | 13,238,083 | |||
INTEREST EXPENSE |
|
| |||||
Deposits | 1,504,795 | 1,816,039 | 3,121,175 | 3,623,412 | |||
Federal Home Loan Bank advances | 1,458,495 | 1,854,978 | 2,959,213 | 3,988,261 | |||
Other | 2,111 | 9,994 | 5,188 | 22,182 | |||
Total Interest Expense | 2,965,401 | 3,681,011 | 6,085,576 | 7,633,855 | |||
Net Interest Income | 2,578,339 | 2,815,596 | 5,204,620 | 5,604,228 | |||
Provision for Loan Losses | 105,000 | 75,000 | 205,000 | 150,000 | |||
Net Interest Income after |
|
| |||||
Provision for Loan Losses | 2,473,339 | 2,740,596 | 4,999,620 | 5,454,228 | |||
NONINTEREST INCOME (LOSS) |
|
| |||||
Service charges | 443,552 | 389,394 | 884,132 | 742,419 | |||
Late charges and other fees | (91,613) | 29,949 | 65,238 | 58,967 | |||
Gain on sale of investment securities | - | 205,199 | - | 366,911 | |||
Gain on sale of loans | 444,643 | 337,155 | 669,220 | 517,941 | |||
Income on foreclosed assets | 24,658 | 861 | 19,865 | 861 | |||
Other income | 67,042 | 55,957 | 113,279 | 121,152 | |||
Total Noninterest Income | 888,282 | 1,018,515 | 1,751,734 | 1,808,251 | |||
NONINTEREST EXPENSE |
|
| |||||
Salaries and employee benefits | 1,117,597 | 1,145,672 | 2,238,783 | 2,227,377 | |||
Occupancy | 337,044 | 399,321 | 673,847 | 717,454 | |||
SAIF deposit insurance premiums | 9,557 | 10,409 | 19,416 | 17,365 | |||
Data processing fees | 153,836 | 110,405 | 294,976 | 245,027 | |||
Advertising | 55,097 | 107,171 | 104,210 | 185,583 | |||
Other expense | 360,618 | 606,421 | 728,746 | 992,884 | |||
Total Noninterest Expense | 2,033,749 | 2,379,399 | 4,059,978 | 4,385,690 | |||
Income Before Income Taxes | 1,327,872 | 1,379,712 | 2,691,376 | 2,876,789 | |||
Provision for Income Taxes | 459,888 | 447,024 | 927,346 | 975,021 | |||
NET INCOME | 867,984 | 932,688 | 1,764,030 | 1,901,768 | |||
OTHER COMPREHENSIVE INCOME (LOSS) | |||||||
Unrealized appreciation (depreciation) on | |||||||
available-for-sale securities, net of income taxes | |||||||
of $12,087, ($71,603), ($198,685) and ($335,942), | |||||||
respectively | 20,581 | (121,918) | (338,302) | (572,009) | |||
COMPREHENSIVE INCOME | 888,565 | 810,770 | $ 1,425,728 | 1,329,759 | |||
BASIC EARNINGS PER SHARE | $ 0.31 | 0.25 | $ 0.63 | 0.50 | |||
DILUTED EARNINGS PER SHARE | $ 0.30 | 0.24 | $ 0.62 | 0.49 | |||
See Notes to Condensed Consolidated Financial Statements
4
GUARANTY FEDERAL BANCSHARES, INC. | |||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY | |||||||
SIX MONTHS ENDED DECEMBER 31, 2002 (UNAUDITED) | |||||||
|
| ||||||
|
| Accumulated Other Comprehensive Income | |||||
Common Stock | Additional Paid-In Capital | Unearned ESOP Shares | Retained Earnings | Unrealized Appreciation on Available-for-Sale Securities, Net | Treasury Stock | Total | |
Balance, July 1, 2002 | $ 636,540 | 49,842,032 | (2,406,070) | 27,372,935 | 2,947,587 | (42,958,147) | 35,434,877 |
Net income | - | - | - | 1,764,030 | - | - | 1,764,030 |
Dividends on common stock, |
| ||||||
($0.15 per share on 2,781,315 shares & | |||||||
$0.15 per share on 2,802,866 shares) | - | - | - | (837,628) | - | - | (837,628) |
Stock award plans | - | 186,630 | - | - | - | - | 186,630 |
Stock options exercised | 1,463 | 112,091 | - | - | - | - | 113,554 |
Release of ESOP shares | - | 55,244 | 125,000 | - | - | - | 180,244 |
Treasury stock purchased | - | - | - | - | - | (235,770) | (235,770) |
Change in unrealized appreciation on | |||||||
available-for-sale securities, net of |
| ||||||
income taxes of ($198,685) | - | - | - | - | (338,302) | - | (338,302) |
Balance, December 31, 2002 | $ 638,003 | 50,195,997 | (2,281,070) | 28,299,337 | 2,609,285 | (43,193,917) | 36,267,635 |
|
|
|
|
|
| ||
See Notes to Condensed Consolidated Financial Statements
5
GUARANTY FEDERAL BANCSHARES, INC. | |||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY | |||||||
SIX MONTHS ENDED DECEMBER 31, 2001 (UNAUDITED) | |||||||
|
| ||||||
|
| Accumulated Other Comprehensive Income | |||||
Common Stock | Additional Paid-In Capital | Unearned ESOP Shares | Retained Earnings | Unrealized Appreciation on Available-for-Sale Securities, Net | Treasury Stock | Total | |
Balance, July 1, 2001 | $ 626,840 | 48,451,515 | (2,640,800) | 25,951,537 | 3,948,203 | (26,131,504) | 50,205,791 |
Net income | - | - | - | 1,901,768 | - | - | 1,901,768 |
Dividends on common stock, |
| ||||||
($0.25 per share on 3,800,279 shares) | - | - | - | (950,070) | - | - | (950,070) |
Stock award plans | - | 198,111 | - | - | - | - | 198,111 |
Stock options exercised | 3,116 | 224,270 | - | - | - | - | 227,386 |
Dividends on RRP stock | - | 1,647 | - | - | - | - | 1,647 |
Release of ESOP shares | - | 39,157 | 114,820 | - | - | - | 153,977 |
Treasury stock purchased | - | - | - | - | - | (784,561) | (784,561) |
Change in unrealized appreciation on | |||||||
available-for-sale securities, net of |
| ||||||
income taxes of ($335,942) | - | - | - | - | (572,009) | - | (572,009) |
Balance, December 31, 2001 | $ 629,956 | 48,914,700 | (2,525,980) | 26,903,235 | 3,376,194 | (26,916,065) | 50,382,040 |
See Notes to Condensed Consolidated Financial Statements
6
GUARANTY FEDERAL BANCSHARES, INC | ||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001 (UNAUDITED) | ||||
12/31/02 | 12/31/01 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ 1,764,030 | 1,901,768 | ||
Items not requiring (providing) cash: | ||||
Deferred income taxes | 168,917 | 178,647 | ||
Depreciation | 404,498 | 435,342 | ||
Provision for loan losses | 205,000 | 150,000 | ||
Gain on loans and investment securities | (669,220) | (884,852) | ||
Gain on sale of foreclosed assets | (26,218) | (1,140) | ||
Amortization of deferred income, premiums and discounts | (80,575) | (17,280) | ||
RRP/RSP expense | 177,810 | 218,328 | ||
Origination of loans held for sale | (34,910,348) | (37,624,182) | ||
Proceeds from sale of loans held for sale | 33,444,629 | 32,996,233 | ||
Release of ESOP shares | 180,244 | 153,977 | ||
Changes in: |
|
| ||
Accrued interest receivable | 219,733 | 395,589 | ||
Prepaid expenses and other assets | (181,342) | (627,993) | ||
Accounts payable and accrued expenses | (67,971) | 104,434 | ||
Income taxes payable | 205,676 | 117,454 | ||
Net cash provided by (used in) operating activities | 834,863 | (2,503,675) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Net (increase) decrease in loans | (3,172,569) | 2,133,129 | ||
Principal payments on available-for-sale securities | 172,835 | 1,216,091 | ||
Principal payments on held-to-maturity securities | 406,222 | 756,495 | ||
Purchase of premises and equipment | (138,129) | (182,095) | ||
Purchase of available-for-sale securities | (2,978,928) | (6,415,229) | ||
Proceeds from sale of available-for-sale securities | - | 2,109,541 | ||
Proceeds from maturities of available-for-sale securities | 4,000,000 | 2,000,000 | ||
Proceeds from sale of foreclosed assets | 863,367 | 11,491 | ||
Cash acquired in purchase of Commercial Federal Bank branches | - | 25,556,972 | ||
Net cash provided by (used in) investing activities | (847,202) | 27,186,395 | ||