U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 1996 ( ) 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. 33-52930 GF BANCSHARES, INC. (Name of small business issuer in its charter) Georgia 58-2016968 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 327 West Taylor Street, Griffin, Georgia 30223 ---------------------------------------------- (Address of principal executive offices) (770) 228-2786 ------------------------- Issuer's telephone number (including area code) Securities registered under Section 12(b) of the Exchange Act: Name on each exchange Title of each class on which registered None None ---- ---- Securities registered under Section 12(g) of the Exchange Act: Common Stock, $1.00 Par Value ----------------------------- Title of class Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 . ----- ----- As of December 31, 1996, there were 946,730 shares of Common Stock issued and outstanding. The registrant's voting stock is not regularly and actively traded in any established market, and there are no regularly quoted bid and asked prices for the registrant's voting stock. 1 INDEX PART 1. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (unaudited) Consolidated Balance Sheets as of December 31, 1996 and June 30, 1996 3 Consolidated Statements of Income for the Three Months and Six Months Ended December 31, 1996 and 1995 4 Consolidated Statements of Cash Flows for the Three Months and Six Months Ended December 31, 1996 and 1995 5-6 Notes to Consolidated Financial Statements 7-9 Item 2. Management's Discussion and Analysis of Interim Financial Condition and Results of Operations for the Three Months and Six Months Ended December 31, 1996, compared to the Three Months and Six Months Ended December 31, 1995 10-13 PART II. OTHER INFORMATION Schedules Omitted: All schedules, other than those indicated above, and below are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or related notes. 14 Signature Page: 15 2 Item 1. Financial Statements GF BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, June 30, 1996 1996 ------------ ----------- ASSETS Cash and due from banks $ 595,694 $ 813,597 Interest-bearing deposits in other banks 1,646,704 5,002,348 Investment securities available for sale 3,381,906 3,265,107 Federal Home Loan Bank stock 944,200 944,200 Loans held for sale 6,215,813 4,767,777 Loans, net 81,767,290 75,836,457 Premises and equipment, net 1,143,635 1,234,811 Real estate owned, net 653,630 500,015 Accrued interest receivable 1,168,025 1,215,952 Other assets 475,617 578,803 ----------- ----------- TOTAL ASSETS $97,992,514 $94,159,067 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Noninterest-bearing demand $ 2,119,750 $ 1,315,932 Interest-bearing demand and money market 17,849,451 19,237,672 Savings 3,678,232 3,887,485 Time 54,350,482 54,048,892 ----------- ----------- Total Deposits 77,997,915 78,489,981 Federal Home Loan Bank advances 6,150,000 1,250,000 Unremitted funds from borrowers for taxes and insurance 43,823 281,677 Unremitted funds on loans serviced for others 611,010 575,235 Accrued interest payable 279,720 297,379 Other liabilities 503,082 538,503 ----------- ----------- TOTAL LIABILITIES 85,585,550 81,432,775 ----------- ----------- STOCKHOLDERS' EQUITY Preferred stock, 2,000,000 shares authorized, none issued and outstanding 0 0 Common stock, par value $1.00; 8,000,000 shares authorized, 946,730 and 895,946 shares issued and outstanding 946,730 895,946 Surplus 7,131,579 6,385,508 Retained earnings 4,313,266 5,438,940 Unrealized gains (losses) on investment securities available for sale 15,389 5,898 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 12,406,964 12,726,292 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $97,992,514 $94,159,067 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 3 GF BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the three months For the six months ended December 31, ended December 31, ------------------------ ------------------------ 1996 1995 1996 1995 ---------- ---------- ---------- ---------- INTEREST INCOME Loans, including fees $1,992,938 $1,753,560 $3,952,268 $3,471,093 Investment securities 66,230 120,120 132,706 297,168 Interest-bearing deposits in other banks 66,131 153,405 127,725 292,180 ---------- ---------- ---------- ---------- TOTAL INTEREST INCOME 2,125,299 2,027,085 4,212,699 4,060,441 ---------- ---------- ---------- ---------- INTEREST EXPENSE Interest-bearing demand and money market deposits 133,191 128,523 275,118 255,689 Savings deposits 27,571 29,843 56,538 59,614 Time deposits 797,596 892,834 1,592,139 1,798,686 Federal Home Loan Bank advances 114,650 0 160,752 0 ---------- ---------- ---------- ---------- TOTAL INTEREST EXPENSE 1,073,008 1,051,200 2,084,547 2,113,989 ---------- ---------- ---------- ---------- NET INTEREST INCOME 1,052,291 975,885 2,128,152 1,946,452 PROVISION FOR LOAN LOSSES 22,000 0 37,000 0 ---------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,030,291 975,885 2,091,152 1,946,452 ---------- ---------- ---------- ---------- OTHER INCOME Service charges and fees 110,894 112,778 222,975 231,238 Gain (Loss) on loan production office operations 110,336 (43,450) 152,768 (29,381) Other income 11,342 20,372 22,807 30,714 ---------- ---------- ---------- ---------- TOTAL OTHER INCOME 232,572 89,700 398,550 232,571 ---------- ---------- ---------- ---------- OTHER EXPENSE Salaries and employee benefits 378,822 362,680 748,946 739,135 Net occupancy expense 86,235 67,853 164,463 149,683 Other expense 249,098 267,595 1,050,419 495,579 ---------- ---------- ---------- ---------- TOTAL OTHER EXPENSE 714,155 698,128 1,963,828 1,384,397 ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 548,708 367,457 525,874 794,626 INCOME TAX EXPENSE 198,300 129,934 176,300 276,046 ---------- ---------- ---------- ---------- NET INCOME $ 350,408 $ 237,523 $ 349,574 $ 518,580 ========== ========== ========== ========== EARNINGS PER SHARE $0.37 $0.27 $0.38 $0.59 ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 946,110 895,946 926,246 875,699 ========== ========== ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 4 GF BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Uuaudited) For the three months For the six months ended December 31, ended December 31, -------------------------- -------------------------- 1996 1995 1996 1995 ----------- ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 350,408 $ 237,523 $ 349,574 $ 518,580 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 57,464 79,057 126,568 162,637 Provision for loan losses 22,000 0 37,000 0 Decrease in mortgage loans held for sale (1,619,157) (314,460) (1,448,036) (47,779) (Increase) Decrease in unremitted funds on loans serviced for others (213,193) (76,011) 103,112 3,179 (Increase) Decrease in interest receivable 39,100 (78,426) 47,927 155,574 Decrease in interest payable (32,029) (73,031) (17,659) (28,325) Increase (Decrease) in unremitted funds on loans serviced for others (3,415) (84,064) 35,775 (127,064) Decrease in other liabilities (498,227) (106,034) (35,421) 312,723 ----------- ----------- ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES (1,897,049) (415,446) (801,160) 949,525 ----------- ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Decrease in interest-bearing time deposit in other banks 0 500,000 0 4,000,000 Increase in investment securities available for sale (134,596) (1,000,000) (134,596) (1,500,000) Proceeds from maturities of investment securities available for sale 12,608 0 28,328 0 Proceeds from sales of investment securities available for sale 0 0 0 0 Proceeds from maturities of investment securities held to maturity 0 0 0 2,500,000 Net increase in loans (1,687,174) (2,223,110) (6,109,025) (3,229,009) Purchases of premises and equipment (29,457) 0 (35,392) (88,349) ----------- ----------- ----------- ----------- NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (1,838,619) (2,723,110) (6,250,685) 1,682,642 ----------- ----------- ----------- ----------- (Continued) The accompanying notes are an integral part of these consolidated financial statments. 5 GF BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS, (Continued) (Unaudited) For the three months For the six months ended December 31, ended December 31, ------------------------- -------------------------- CASH FLOWS FROM FINANCING ACTIVITIES 1996 1995 1996 1995 ---------- ----------- ----------- ----------- Net increase (decrease) in demand, money market and savings accounts $ (634,025) $ 162,436 $ (793,656) $ 776,882 Net increase (decrease) in time deposits 827,579 (1,933,594) 301,590 (1,970,436) Increase in FHLB Advances 4,900,000 0 4,900,000 0 Net increase (decrease) in unremitted funds for taxes and insurance (102,816) (237,528) (237,854) (134,528) Proceeds from exercise of stock options 0 0 21,031 27,093 Cash dividends paid (189,346) (179,189) (712,813) (585,450) ---------- ----------- ----------- ----------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 4,801,392 (2,187,875) 3,478,298 (1,886,439) ---------- ----------- ----------- ----------- NET (INCREASE) DECREASE IN CASH AND CASH EQUIVALENTS 1,065,724 (5,326,431) (3,573,547) 745,728 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,176,674 12,910,823 5,815,945 6,838,654 ---------- ----------- ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,242,398 $ 7,584,392 $ 2,242,398 $ 7,584,382 ========== =========== =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH PAID: Interest $1,073,008 $ 1,051,200 $ 2,084,548 $ 2,113,989 ========== =========== =========== =========== Income taxes $ 198,300 $ 129,934 $ 176,300 $ 276,046 ========== =========== =========== =========== SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Acquisition of real estate in settlement of loans $ 137,816 $ 0 $ 193,139 $ 107,675 ========== =========== =========== =========== Transfer of investment securities to avaiable for sale $ 0 $ 2,513,838 $ 0 $ 2,513,838 ========== =========== =========== =========== 6 GF BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended December 31, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in GF Bancshares, Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year ended June 30, 1996. NOTE B EARNINGS PER SHARE Earnings per share and common equivalent shares are calculated by dividing net income by the weighted average number of common and common equivalent shares outstanding after consideration of the dilutive effect of stock options and stock dividends declared but not paid, as of the date of issuance of financial statements. NOTE C RECLASSIFICATIONS Certain items in prior fiscal year-end financial statements have been reclassified in order to be in conformity with the current fiscal year's statement presentation. These reclassifications had no material effect on the financial statements taken as a whole. NOTE D NEW AND PENDING ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to Be Disposed Of". The Company has implemented SFAS 121 in fiscal 1997. The provisions of SFAS 121 require the 7 Company to review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The adoption has not had an impact on the Company's earnings in the current fiscal year. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 122 (SFAS 122), "Mortgage Servicing Rights", as an amendment to SFAS 65. The Company has implemented SFAS 122 in fiscal 1997. The provisions of SFAS 122 eliminate the accounting distinction between rights to service mortgage loans that are acquired through loan origination (and subsequently sold) and those acquired through purchase. The adoption has not had a material impact on the Company's earnings in the current fiscal year. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation." The Company has implemented SFAS 123 in fiscal 1997. SFAS 123 established a method of accounting for stock compensation plans based on fair value. Companies are permitted to continue to use the existing method of accounting but are required to disclose pro forma net income and earnings per share as if SFAS 123 had been used to measure compensation cost. Based on the provisions of the Company's stock option plans, the Company has determined that there is no material effect from adoption of SFAS 123. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 125 (SFAS 125), "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." The Company is required to implement SFAS 125 in fiscal 1997. SFAS 125 establishes standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The adoption is not expected to have a significant impact on the Company. NOTE E RECENT LEGISLATION In August of 1996, President Clinton signed into law a bill containing relief for savings institutions from recapture of bad debt reserves. The law's provisions are effective for tax years beginning after December 31, 1995, which impacts the Company's fiscal year ending June 30, 1997. The new law eliminates the future use of the Internal Revenue Code Section 593 reserve method of accounting for bad debts by savings institutions; forgives recapture of pre-1988 base year reserves; and requires the recapture of post-1987 reserves ratably over a six-year period beginning with the first post-1995 taxable year. The onset of recapture can be delayed for one or two years if an institution meets a residential loan originations requirement in effect in 1996 and 1997. To qualify for a deferral each year, an institution will be required to lend as much in dollar terms on residential real estate as in the average of the most recent six years. The residential loan calculation does not include refinancing and home equity loans. The Company has not yet determined whether it qualifies for this deferral. However, it has determined that there will not be a material effect on 8 earnings resulting from the recapture, due to the provision of deferred taxes in the years when the tax provisions for bad debts exceeded actual net loan chargeoffs. In September of 1996, President Clinton signed into law a bill which provides for the ultimate merger of the Savings Association Insurance Fund ("SAIF") into the larger and fully capitalized Bank Insurance Fund ("BIF"). This legislation requires the Company and all other depository institutions having SAIF-insured deposits to pay a one-time assessment to recapitalize the SAIF, which had become undercapitalized due to claims against the fund. The obligations to pay the special assessment became fixed on September 30, 1996 and were paid on November 27, 1996. On September 30, 1996, the Company recorded a charge to earnings in the amount of $552,850 to provide for this obligation. This charge is therefore reflected in the Financial Statements, to which these notes are attached, and had a negative effect on earnings for the six months ended December 31, 1996. The deposit insurance expense recorded for the six months ended December 31, 1996 was $655,520, reflecting the one-time assessment, and the reccurring premium expense of $102,670. However, the legislation also provides for a reduction in the recurring insurance premiums on SAIF-insured deposits following the recapitalization. Based on its risk category, the Company anticipates a significant reduction in its recurring deposit insurance expense in the future. NOTE F SUPPLEMENTAL FINANCIAL DATA Components of other expense in excess of 1% of total income are as follows: FDIC insurance premiums $ 655,520 Data Processing $ 107,635 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1996, COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 1995 INTERIM FINANCIAL CONDITION GF Bancshares, Inc. (the "Company"), reported total assets of $97,993,000 as of December 31, 1996, compared to $94,159,000 at June 30, 1996. The most significant change in the composition of the assets was an increase in net loans from $75,836,000 to $81,767,000. The increase was primarily in the area of construction loans and commercial loans. Loans held for sale also increased from $4,768,000 at June 30, 1996, to $6,216,000 at December 31, 1996. These increases were funded from a reduction in overnight investments, which declined from $5,002,000 to $1,647,000, and from an increase in borrowings from the Federal Home Loan Bank, up from $1,250,000 to $6,150,000. Deposits decreased slightly from $78,490,000 at June 30, 1996, to $77,998,000 at December 31, 1996. A result of the loan growth experienced from June 30, 1996, to December 31, 1996, coupled with the lack of deposit growth, was an increase in the bank's loan (including loans held for sale) to deposit ratio, from 103% to 113%. Management has embarked on a course to reverse this trend through controlled loan growth and emphasis on deposit growth. The Company's liquid assets as a percentage of deposits were 5.92% at December 31, 1996, down from 8.34% at June 30, 1996. Management analyzes projected loan fundings and payoffs, deposit trends, and other market conditions as they relate to levels of cash, liquid investments, and the funding line the Company has available from the Federal Home Loan Bank ("FHLB"). As of December 31, 1996, the Company had drawn $6,150,000 against the FHLB line, of an available $20,000,000. Based on this analysis, Management believes that the Company has adequate liquidity to meet its short-term operating requirements. However, no assurances are given in this regard. The Company measures its capital adequacy against three standards: 1) tangible capital, expressed as a percentage of adjusted total assets, of at least 1.5%; 2) core capital, expressed as a percentage of adjusted total assets, of at least 3.0%, and: 3) risk-based capital, expressed as a percentage of risk-weighted assets, of at least 8.0%. As of December 31, 1996, the Company's capital positions were as follows: 10 Minimum Capital Regulatory Excess Requirement Capital Capital Ratio Tangible Capital $1,469,000 $10,707,000 $9,238,000 10.93% Core Capital $2,939,000 $10,707,000 $7,768,000 10.93% Risk-based Capital $6,329,000 $11,417,000 $5,088,000 14.43% Non-performing assets declined to 1.85% of total loans and real estate acquired through foreclosure ("OREO") at December 31, 1996, compared to 2.45% at June 30, 1996: December 31, 1996 June 30, 1996 Nonaccrual loans $ 308,000 $ 227,000 Loans 90 days past due - 451,000 Restructured loans 694,000 706,000 OREO 654,000 500,000 ----------- ----------- Total non-performing assets (A) $ 1,656,000 $ 1,884,000 Total loans (gross) and OREO (B) $89,347,000 $77,024,00 A/B 1.85% 2.45% The allowance for loan losses at December 31, 1996 was $710,000, compared to $688,000 at June 30, 1996. The allowance at December 31, 1996, represented .80% of total loans, compared to .90% at June 30, 1996. The allowance at December 31, 1996 represented 70.86% of non-performing loans (non-performing assets less OREO), compared to 49.71% at June 30, 1996. Analysis of allowance for loan losses at December 31, 1996: Balance at June 30,1996 $688,000 -------- Chargeoffs: Commercial - Real estate mortgage (7,000) Consumer (8,000) -------- Total (15,000) -------- Recoveries Commercial - Real estate mortgage - Consumer - Total - Net chargeoffs (15,000) -------- Provisions charged to income 37,000 -------- Balance at December 31, 1996 $710,000 -------- 11 The loan portfolio is periodically reviewed to evaluate the outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. This analysis includes a review of delinquency trends, actual losses, and internal credit ratings. Management's judgment as to the adequacy of the allowance is based upon a number of assumptions about future events which it believes to be reasonable, but which may or may not be reasonable. However, because of the inherent uncertainty of assumptions made during the evaluation process, there can be no assurance that loan losses in further periods will not exceed the allowance for loan losses, or that additional allocations to the allowance will not be required. RESULTS OF OPERATIONS THREE MONTHS RESULTS The Company's net income was $350,000 for the three months ended December 31, 1996, compared to net income of $238,000 for the three months ended December 31, 1995. The improvement was due primarily to increased net interest income and increased income from loan production office operations, primarily gains from sale of loans. The Company's net interest income increased to $1,052,000 for the three months ended December 31, 1996, compared to $976,000 in the same period in the prior year. Interest on loans increased from $1,754,000 in the prior year, to $1,993,000 in the current year, while interest on investment securities and interest-bearing deposits declined from $274,000 in the prior year, to $132,000 in the current year. These changes reflect increased loan volume, funded by reductions in investment securities and interest bearing deposits. The higher yield on loans resulted in the net improvement of $98,000 in total interest income. Interest expense increased from $1,051,000 in the prior year, to $1,073,000 in the current period, reflecting interest on increased Federal Home Loan Bank advances, offset in part by reduced interest on deposits due to lower deposit levels. The Company provided $22,000 for loan losses in the current period, while no provision was made in the prior year. Net chargeoffs in the current period were $7,000. The Company's other income increased to $233,000 in the current quarter, compared to $90,000 in the same quarter of the prior year. The increase is attributable to improved income from loan production office operations. The Company's other expenses increased to $714,000 in the current period from $698,000 in the same period of the prior year. The increase was in salaries and benefits and occupancy, offset in part by reductions in various other expenses. 12 SIX MONTHS RESULTS The Company's net income was $349,000 for the six months ended December 31, 1996, compared to net income of $518,000 for the six months ended December 31, 1995. The primary reason for this change was a charge to earnings of $553,000 to cover a special one-time assessment for deposit insurance by the F.D.I.C. to recapitalize the Savings Association Insurance Fund ("SAIF"). This assessment and charge are discussed more fully in the notes to the accompanying financial statements. Without regard to the after-tax effect of the charge of $345,000, the Company earned $694,000 for the current period, compared to $518,000 in the same period in the prior year. The improvement was due primarily to increased net interest income and increased income from loan production office operations, primarily gains from sale of loans. The Company's net interest income increased to $2,128,000 for the six months ended December 31, 1996, compared to $1,946,000 in the same period in the prior year. Interest on loans increased from $3,471,000 in the prior year, to $3,952,000 in the current year, while interest on investment securities and interest-bearing deposits declined from $589,000 in the prior year, to $260,000 in the current year. These changes reflect increased loan volume, funded by reductions in investment securities and interest-bearing deposits. The higher yield on loans resulted in the net improvement of $153,000 in total interest income. Interest expense decreased from $2,114,000 in the prior year, to $2,085,000 in the current period, reflecting reduced interest on deposits due to lower deposit levels, offset in part by interest on increased Federal Home Loan Bank advances. The Company provided $37,000 for loan losses in the current period, while no provision was made in the prior year. Net chargeoffs in the current period were $15,000. The Company's other income increased to $399,000 in the current period, compared to $233,000 in the prior year. The increase is attributable to improved income from loan production office operations. The Company's other expenses increased to $1,963,000 in the current period from $1,384,000 in the same period of the prior year. As discussed above, virtually all of this increase of $579,000 was due to the one-time SAIF assessment of $553,000. The nominal increase otherwise reflects cost containment measures undertaken by management. 13 PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders held on October 17, 1996, the following were nominated and elected to serve three year terms as directors, expiring in 1999: James C. Owen, Jr. and Scott H. Searcy, Sr. Item 5. Other Information None Item 6. Exhibits and reports on Form 8-K None 14 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. GF BANCSHARES, INC (REGISTRANT) By: /s/ Arthur H. Hammond ------------------------------------ Arthur H. Hammond, E.V.P./C.F.O. By: /s/ Ron J. Franklin ------------------------------------ Ron J. Franklin, President/C.E.O. Date: February 14, 1997 15