UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 -------------- 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: 0-25854 GFSB BANCORP, INC. ---------------------------------------------- (Name of Small Business Issuer in its Charter) Delaware 04-2095007 - -------------------------------------------- ---------- (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 221 West Aztec Avenue, Gallup, New Mexico 87301 - ----------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Issuer's Telephone Number, Including Area Code: (505) 722-4361 -------------- Check whether the issuer (1) 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 April 30, 2002, there were issued and outstanding 1,150,106 shares of the registrant's Common Stock. GFSB Bancorp, Inc. Index Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements: Condensed Consolidated Statements of Financial Condition March 31, 2002 and June 30, 2001 3 Condensed Consolidated Statements of Earnings and Comprehensive Earnings Three months and nine months ended March 31, 2002 and 2001 4 Condensed Consolidated Statements of Cash Flows Nine months ended March 31, 2002 and 2001 6 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis or Plan of Operation 9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 2 GFSB Bancorp, Inc. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION March 31, June 30, 2002 2001 ------------- ------------ (Unaudited) ASSETS Cash and due from banks $ 3,986,496 $ 3,216,000 Interest-bearing deposits with banks 807,164 1,046,254 Available-for-sale investment securities 24,732,336 21,804,107 Available-for-sale mortgage-backed securities 29,355,761 32,376,812 Held-to-maturity investment securities 1,924,209 1,945,720 Stock of Federal Home Loan Bank, at cost, restricted 4,187,200 3,649,000 Loans receivable, net, substantially pledged 134,301,528 130,430,937 Accrued interest and dividends receivable 1,149,025 1,185,400 Premises and equipment 2,493,264 1,323,770 Other real estate and repossessed property 71,883 7,950 Prepaid and other assets 127,169 66,674 Deferred tax asset 98,006 98,006 ------------- ------------- TOTAL ASSETS $ 203,234,041 197,150,630 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Transaction and NOW accounts $ 17,889,908 $ 15,462,712 Savings and MMDA deposits 16,086,320 14,521,879 Time deposits 68,265,935 76,675,576 Advances from Federal Home Loan Bank 81,616,607 72,105,997 Repurchase agreements 1,296,414 1,324,335 Accrued interest payable 471,024 473,446 Advances from borrowers for taxes and insurance 639,066 440,048 Accounts payable and accrued liabilities 328,044 219,855 Deferred income taxes 583,425 653,197 Dividends declared and payable 110,506 98,453 Income taxes payable 1,168 195,854 ------------- ------------- TOTAL LIABILITIES 187,288,417 182,171,352 ------------- ------------- COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' EQUITY Preferred stock, $.10 par value, 500,000 shares authorized; no shares issued or outstanding - - Common stock, $.10 par value, 1,500,000 shares authorized; 1,150,106 issued and outstanding at March 31, 2002 and June 30, 2001 115,011 115,011 Additional paid-in-capital 2,720,352 2,630,860 Unearned ESOP stock (224,085) (272,480) Retained earnings, substantially restricted 12,201,814 11,237,917 Accumulated other comprehensive earnings 1,132,532 1,267,970 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 15,945,624 14,979,278 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 203,234,041 $ 197,150,630 ============= ============= See notes to condensed consolidated financial statements. 3 GFSB Bancorp, Inc. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS Three months ended Nine months ended March 31, March 31, ------------------------- ------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Interest income Loans receivable Mortgage loans $ 2,136,176 $ 2,173,011 $ 6,457,153 6,435,237 Commercial loans 296,589 414,014 973,501 896,331 Share and consumer loans 109,856 150,367 357,511 460,612 Investment and mortgage-backed securities 722,954 889,473 2,306,366 2,758,665 Other interest-earning assets 34,092 80,675 113,489 250,988 ----------- ----------- ----------- ----------- TOTAL INTEREST EARNINGS 3,299,667 3,707,540 10,208,020 10,801,833 Interest expense Deposits 905,175 1,059,907 3,263,682 2,860,723 Advances from Federal Home Loan Bank 842,496 1,193,820 2,554,465 3,965,278 Repurchase agreements 1,552 11,980 12,787 54,604 ----------- ----------- ----------- ----------- TOTAL INTEREST EXPENSE 1,749,223 2,265,707 5,830,934 6,880,605 ----------- ----------- ----------- ----------- NET INTEREST EARNINGS 1,550,444 1,441,833 4,377,086 3,921,228 Provision for loan losses 70,011 120,000 120,018 270,000 ----------- ----------- ----------- ----------- NET INTEREST EARNINGS AFTER PROVISION FOR LOAN LOSSES 1,480,433 1,321,833 4,257,068 3,651,228 ----------- ----------- ----------- ----------- Non-interest earnings Income from real estate operations 1,350 - 2,250 - Miscellaneous income 10,378 11,160 33,088 58,287 Net gains from sales of AFS securities - 11,261 10,000 10,925 Net gains from sales of loans 11,444 950 28,290 18,682 Service charge income 67,358 70,569 209,099 220,740 ----------- ----------- ----------- ----------- TOTAL NON-INTEREST EARNINGS 90,530 93,940 282,727 308,634 ----------- ----------- ----------- ----------- Non-interest expense Compensation and benefits 546,105 402,721 1,436,484 1,235,229 FDIC Insurance 4,833 3,867 14,439 12,041 Insurance 11,445 8,872 29,022 25,275 Stock services 6,548 2,514 22,522 10,747 Occupancy 111,795 88,456 311,952 262,596 Data processing 92,790 61,040 241,771 163,226 Professional fees 22,185 14,274 89,538 66,165 Advertising 21,119 17,250 61,480 58,468 Stationary, printing and office supplies 22,159 14,609 76,740 49,818 ATM expense 12,388 9,169 35,067 30,801 Supervisory exam fees 13,568 12,130 41,810 34,081 Postage 16,130 13,925 44,589 32,725 Other 80,070 80,563 205,329 213,754 ----------- ----------- ----------- ----------- TOTAL NON-INTEREST EXPENSE 961,135 729,390 2,610,743 2,194,926 ----------- ----------- ----------- ----------- 4 GFSB Bancorp, Inc. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS - CONTINUED Three months ended Nine months ended March 31, March 31, ---------------------------- --------------------- 2002 2001 2002 2001 ---------------------------- --------------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) EARNINGS BEFORE INCOME TAXES 609,828 686,383 1,929,052 1,764,936 Income tax expense Currently payable 191,311 243,406 631,625 590,226 Deferred provision - - - - ------------- ------------- --------- --------- 191,311 243,406 631,625 590,226 ------------- ------------- --------- --------- NET EARNINGS $ 418,517 $ 442,977 1,297,427 1,174,710 ============= ============= ========= ========= Other Comprehensive Earnings Unrealized (loss) gain, net of tax (171,117) 193,601 (135,439) 1,151,429 ------------- ------------- --------- --------- COMPREHENSIVE EARNINGS 247,400 636,578 1,161,988 2,326,139 ============= ============= ========= ========= Earnings per common share Basic $ 0.38 0.40 1.18 1.06 ============= ============= ========= ========= Weighted average number of common shares outstanding Basic 1,106,475 1,097,536 1,103,553 1,105,920 ============= ============= ========= ========= Earnings per common share Diluted 0.37 0.39 1.13 1.04 ============= ============= ========= ========= Weighted average number of common shares outstanding Diluted 1,146,377 1,123,578 1,143,355 1,134,130 ============= ============= ========= ========= Comprehensive earnings per common share Basic 0.22 0.58 1.05 2.10 ============= ============= ========= ========= Diluted 0.22 0.57 1.02 2.05 ============= ============= ========= ========= Dividends per share 0.10 0.09 0.10 0.08 ============= ============= ========= ========= See notes to condensed consolidated financial statements. 5 GFSB Bancorp, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (decrease) in cash and cash equivalents Nine months ended March 31, --------------------------- 2002 2001 ----------- ------------ (Unaudited) (Unaudited) Cash flows from operating activities Net earnings $ 1,297,427 $ 1,174,710 Adjustments to reconcile net earnings to net cash provided by operations Deferred loan origination fees (329,372) (257,244) Gain on sale of loans and securities (38,290) (29,607) Provision for loan losses 120,018 270,000 Depreciation of premises and equipment 141,219 135,043 Amortization of investment and mortgage- backed securities premiums 121,727 55,439 Stock dividends on FHLB stock (90,300) (205,300) Release of ESOP stock 121,237 78,455 Stock compensation 12,488 38,340 Net changes in operating assets and liabilities Accrued interest and dividends receivable 36,375 (105,532) Prepaid and other assets (60,495) 116,690 Accrued interest payable (2,422) 142,814 Accounts payable and accrued liabilities 95,701 42,839 Repurchase agreements (27,921) 1,147,635 Income taxes payable (194,686) 182,605 Dividends declared and payable 12,053 9,578 ------------ ------------ Net cash provided by operating activities 1,214,759 2,796,465 ------------ ------------ Cash flows from investing activities Purchase of premises and equipment (1,310,713) (75,125) Loan originations and principal repayment on loans, net (3,696,880) (17,940,653) Principal payments on mortgage-backed securities 7,951,455 3,521,945 Purchases of mortgage-backed securities (5,130,469) (2,504,724) Purchases of available-for-sale securities (6,167,537) (3,284,814) Maturities and proceeds from sale of available-for-sale securities 1,310,000 6,442,814 Principal payments on available-for-sale securities 1,808,947 213,475 Principal payments on hold-to-maturity securities 25,000 10,000 Purchases of hold-to-maturity securities - (270,000) Purchase of FHLB stock (447,900) (199,200) ------------ ------------ Net cash used by investing activities (5,658,097) (14,086,282) ------------ ------------ 6 GFSB Bancorp, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED Increase (decrease) in cash and cash equivalents Nine months ended March 31, ----------------------------------- 2002 2001 ---------------- --------------- (Unaudited) (Unaudited) Cash flows from financing activities Net (decrease) increase in transaction accounts, passbook savings, money market accounts, and certificates of deposit $ (4,418,004) $ 22,964,390 Net increase in mortgage escrow funds 199,018 326,507 Proceeds from FHLB advances 175,155,000 1,616,072,346 Repayments on FHLB advances (165,644,390) (1,627,852,976) Purchase of GFSB Bancorp stock under the stock repurchase plan in cash (79,084) (291,930) Dividends paid or to be paid in cash (333,530) (275,284) Price paid for vested management bonus stock plan stock 16,650 50,512 Proceeds from exercise of stock 79,084 - --------------- --------------- Net cash provided by financing activities 4,974,744 10,993,565 --------------- --------------- Increase (decrease) in cash and cash equivalents 531,406 (296,252) Cash and cash equivalents at beginning of period 4,262,254 4,090,965 --------------- --------------- Cash and cash equivalents at end of period $ 4,793,660 3,794,713 =============== =============== Supplemental disclosures of cash flow information Cash paid during the period for Interest on deposits and advances $ 5,833,356 $ 6,683,186 Income taxes 801,111 408,790 Change in unrealized gain, net of deferred taxes on available-for-sale securities 135,439 1,151,429 Dividends declared not yet paid 110,506 98,453 Supplemental schedule of noncash and financing activities Issuance of stock dividend $ - 23,091 See notes to condensed consolidated financial statements. 7 GFSB BANCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. The accompanying unaudited condensed consolidated financial statements were in accordance with instructions for Form 10-QSB and therefore do not include all disclosure necessary for a complete presentation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. However, all adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. All such adjustments are of a normal recurring nature. The condensed consolidated statements of earnings are not necessarily indicative of results, which may be expected for the entire year, or for any other interim period. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that these condensed unaudited financial statements be read in conjunction with the Form 10-KSB for the year ended June 30, 2001. 8 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control costs and expenses, and general economic conditions. We undertake no obligation to publicly release the results of any revisions to those forward looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Overview GFSB Bancorp, Inc., is a Bank holding company headquartered in Gallup, New Mexico, which provides a full range of deposits and traditional mortgage loan products through its wholly owned banking subsidiary, Gallup Federal Savings Bank. All references refer collectively to the Company and the Bank, unless the context indicates otherwise. On November 14, 2001, GFSB Bancorp purchased land and a building in San Juan County, New Mexico for the purpose of opening a Branch of the Bank. The acquisition totaled approximately $902,000. The Bank opened its new branch facility on March 11, 2002. Renovation costs in connection with the new branch were approximately $397,000 at March 31, 2002, which were capitalized. Additionally, time deposits decreased $8,410,000 to $68,266,000 at March 31, 2002, from $76,676,000 at June 30, 2001 as a result of a decrease in our public fund time deposits. The Bank funds loans from two primary sources, deposits and Federal Home Loan Bank borrowings. Federal Home Loan Bank borrowings increased $9,511,000 at March 31, 2002, to $81,617,000 from $72,106,000 at June 30, 2001. The increase in borrowings was primarily the result of an offset to the decrease in time deposits, additional borrowings were used to fund loans. During the quarter ended March 31, 2002, the Bank introduced its "Gold NetTeller" Internet Banking product at www.gallupfed.com. The service delivers real-time interactive information for retail and commercial customers and includes Bill Pay features. The web site will be expanded in the near future to provide a substantial amount of information and range of services including a commercial cash management product and on-line loan applications. The Company believes the service will enhance its growth potential by allowing it to compete favorably in this emerging technology within its marketing area and does not anticipate a material impact on profitability. RESULTS OF OPERATIONS COMPARISON OF OPERATING RESULTS FOR QUARTER ENDED MARCH 31, 2002 COMPARED TO QUARTER ENDED MARCH 31, 2001. General Net income for the quarter ended March 31, 2002 decreased $24,000 from $443,000 for the quarter ended March 31, 2001 to $419,000 for the quarter ended March 31, 2002. The decrease in net income was primarily the result of an increase in net interest earnings income of $109,000, a $50,000 decrease in the provision for loan losses, offset by a $232,000 increase in non-interest expense and an $52,000 decrease in income tax expense. Please refer to "Average Balance Sheets" for an analysis of the changes in net interest income for the three months ended March 31, 2002 compared to the same 2001 period. 9 Average Balance Sheets The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Quarter ended March 31, 2002 Quarter ended March 31, 2001 ---------------------------- ---------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ------- -------- ---------- ------- -------- ---------- (Dollars in Thousands) (Dollars in Thousands) Interest-earning assets: Loans receivable (1) $133,371 $2,543 7.63% $125,317 $2,738 8.74% Investment securities and mortgage-backed securities 56,817 723 5.09% 54,739 889 6.50% Other interest-earning assets (2) 4,889 33 2.70% 5,706 81 5.67% ----------- ---------- ----------- ---------- Total interest-earning assets 195,077 3,299 6.32% 185,762 3,708 7.98% Non-interest-earning assets 7,480 5,631 ----------- ----------- Total assets $202,557 $191,393 =========== ============ Interest-bearing liabilities: Transaction accounts $ 8,205 $ 16 .78% $ 6,370 $ 23 1.44% Savings accounts 4,753 15 1.26% 4,835 22 1.82% Money market accounts 10,645 32 1.20% 9,634 82 3.40% Certificates of deposit 74,428 842 4.53% 63,091 933 5.92% Other liabilities (3) 77,900 844 4.33% 83,319 1,206 5.79% ----------- ---------- ----------- ---------- ----------- Total interest-bearing liabilities 175,931 1,749 3.98% 167,249 2,266 5.42% Non-interest bearing liabilities 10,692 9,814 ----------- ----------- Total liabilities 186,623 177,063 Stockholders' equity 15,934 14,330 ----------- ----------- Total liabilities and stockholders' equity $202,557 $191,393 =========== =========== Net interest income $1,550 $1,442 ========== ========== Interest rate spread (4) 2.34% 2.56% =========== =========== Net yield on interest- Earning assets (5) 3.18% 3.11% =========== =========== Ratio of average interest- Earning assets to average interest-bearing liabilities 1.11X 1.11X =========== =========== (1) Average balances include non-accrual loans. (2) Includes interest-bearing deposits in other financial institutions (3) Other liabilities include FHLB advances and Repurchase agreements. (4) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (5) Net yield on interest - earning assets represents net interest income as a percentage of average interest-earning assets. 10 Rate/Volume Analysis The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume; (ii) changes in rates; (iii) changes in rate-volume. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Quarter ended March 31, 2002 vs. 2001 Increase (Decrease) Due to --------------------------------- Rate/ Volume Rate Volume Net ------ ---- ------ ----- (Dollars in Thousands) Interest income: Loans receivable $ 176 $(348) $ (22) $(194) Mortgage-backed securities and investment securities 34 (193) (7) (166) Other interest-earning assets (12) (42) 6 (48) ----- ----- ----- ----- Total interest-earning assets 198 (583) (23) (408) ----- ----- ----- ----- Interest expense: Transaction accounts 7 (11) (3) (7) Savings accounts (1) (7) 1 (7) Money markets 9 (53) (6) (50) Certificates of deposit 168 (219) (39) (90) Other liabilities (78) (304) 20 (362) ----- ----- ----- ----- Total interest-bearing liabilities 105 (594) (27) (516) ----- ----- ----- ----- Net change in interest income $ 93 $ 11 $ 4 $ 108 ===== ===== ===== ===== Provision for Losses on Loans The Company maintains an allowance for loan losses based upon management's periodic evaluation of known and inherent risks in the loan portfolio, past loss experience, adverse situations that may affect the borrower's ability to repay loans, estimated value of the underlying collateral and current and expected market conditions. The provision for loan loss was $70,000 and $120,000 for the quarter ended March 31, 2002 and 2001. The decrease in the provision for loan losses for the current three-month period was the result of less loan growth in commercial loans, which tend to have greater credit risk than residential real estate loans. While the Company maintains its allowance for losses at a level which it considers to be adequate at the balance sheet date, there can be no assurance that further additions will not be made to the loss allowances and that such losses will not exceed the estimated amounts. 11 Non-Interest Income Total non-interest income decreased by $3,400 or 3.6% from $93,900 for the quarter ended March 31, 2001 to $90,500 for the quarter ended March 31, 2002. This decrease was primarily due to a decrease in service charge income of $3,200. Net gains from sales of loans were $11,400 and $1,000 for the quarter ended March 31, 2002 and 2001. There were no net gains from available-for-sale securities for the quarter ended March 31, 2002. Net gains from sales of available-for-sale securities for the quarter ending March 31, 2001 were $11,300. Non-Interest Expense Total non-interest expense increased $231,700 or 31.8% from $729,400 for the quarter ended March 31, 2001 to $961,100 for the quarter ended March 31, 2002. The most significant increases in non-interest expense for the current period were primarily attributable to compensation and benefits, data processing, occupancy, stock services, professional fees and stationary, printing, and office supplies. The increase in compensation and benefits expense reflects increases of $62,200 in general salaries and benefit expense, primarily due to the hiring of a project manager for the new branch purchase in the second 2002 quarter and the hiring of nine employees to staff the new branch, an increase of $17,000 in expense related to employee stock compensation plans, and $57,400 due to the repurchase of stock from an employee exercise/sale of stock. General merit increases also contribute to this increase. Data processing expense increased by $31,800 due to increased service bureau expense resulting from the growth in the number of deposit and loan accounts serviced, and a change in our service bureau provider. Occupancy costs increased $23,300, primarily due to increases in depreciation for furniture, fixtures, and equipment, resulting from the purchase of equipment needed to operate our new service bureau format and equipment purchased for the new branch (occupancy expense for the new branch purchase was $11,000.) Stock services increased $4,000 due primarily to an increase in our NASDAQ annual fees. Professional fees increased by $7,900 primarily due to an increase in legal and accounting fees this quarter. Stationary, printing and office supplies increased $7,600, primarily due to the purchase of forms and supplies for the new branch and normal increases in stationary, printing and office supplies expense. RESULTS OF OPERATIONS COMPARISON OF OPERATING RESULTS FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 2002 COMPARED TO THE NINE-MONTH PERIOD ENDED MARCH 31, 2001. General Net income for the nine months ended March 31, 2002 increased $123,000 to $1,297,000 compared to net income of $1,175,000 for the comparable nine-month period in 2001. The increase in net income was primarily the result of an increase net interest earnings income of $456,000, a $150,000 decline in the provision for loan losses, a decrease of $26,000 in non-interest earnings, offset by a $416,000 increase in non-interest expense and a $42,000 increase in income tax expense. Please refer to "Average Balance Sheets" for an analysis of the change in net interest income for the nine months ended March 31, 2002 compared to the same 2001 period. 12 Average Balance Sheets The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Nine-month period ended Nine-month period ended ------------------------ ----------------------- March 31, 2002 March 31, 2001 -------------- -------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ------- -------- ---------- ------- -------- ---------- (Dollars in Thousands) (Dollars in Thousands) Interest-earning assets: Loans receivable (1) $131,100 $7,788 7.92% $119,120 $7,792 8.72% Investment securities and mortgage-backed securities 57,271 2,306 5.37% 55,490 2,759 6.63% Other interest-earning assets (2) 3,776 113 3.99% 5,515 251 6.07% ----------- ---------- ----------- ---------- Total interest-earning assets 192,147 10,207 7.05% 180,125 10,802 8.00% Non-interest-earning assets 7,594 5,830 ----------- ----------- Total assets $199,741 $185,955 =========== ============ Interest-bearing liabilities: Transaction accounts $ 7,901 $ 59 1.00% $ 6,169 $ 69 1.49% Passbook savings 4,640 44 1.26% 4,935 73 1.97% Money market accounts 10,066 127 1.68% 9,494 250 3.51% Certificates of deposit 76,639 3,033 5.26% 57,207 2,469 5.75% Other liabilities (3) 74,085 2,567 4.62% 85,251 4,020 6.29% ----------- ---------- ----------- ---------- ----------- Total interest-bearing liabilities 173,331 5,830 4.48% 163,056 6,881 5.63% Non-interest bearing liabilities 10,773 9,248 ----------- ----------- Total liabilities 184,104 172,304 Stockholders' equity 15,637 13,651 ----------- ----------- Total liabilities and stockholders' equity $199,741 $185,955 =========== =========== Net interest income $4,377 $3,921 ========== ========== Interest rate spread (4) 2.57% 2.37% =========== =========== Net yield on interest- earning assets (5) 3.04% 2.90% =========== =========== Ratio of average interest- earning assets to average interest-bearing liabilities 1.11X 1.10X =========== =========== (1) Average balances include non-accrual loans. (2) Includes interest-bearing deposits in other financial institutions (3) Other liabilities include FHLB advances and Repurchase agreements (4) Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (5) Net yield on interest - earning assets represents net interest income as a percentage of average interest-earning assets. 13 Rate/Volume Analysis The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume; (ii) changes in rates; (iii) changes in rate-volume. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate. Nine-month period ended March 31, 2002 vs. 2001 Increase (Decrease) Due to ---------------------------------------- Rate/ Volume Rate Volume Net ------ ---- ------ ----- (Dollars in Thousands) Interest income: Loans receivable $ 783 $ (714) $ (71) $ (2) Mortgage-backed securities and investment securities 89 (524) (17) (452) Other interest-earning assets (79) (86) 27 (138) ------ ------- ------- ------- Total interest-earning assets 793 (1,324) (61) (592) ------ ------- ------- ------- Interest expense: Transaction accounts 19 (23) (6) (10) Savings accounts (4) (26) 2 (28) Money markets 15 (130) (8) (123) Certificates of deposit 838 (210) (60) 568 Other liabilities (527) (1,068) 140 (1,455) ------ ------- ------- ------- Total interest-bearing liabilities 341 (1,457) 68 (1,048) ------ ------- ------- ------- Net change in interest income $ 452 $ 133 $ (129) $ 456 ====== ======= ======= ======= Provision for Losses on Loans The Company maintains an allowance for loan losses based upon management's periodic evaluation of known and inherent risks in the loan portfolio, past loss experience, adverse situations that may affect the borrower's ability to repay loans, estimated value of the underlying collateral and current and expected market conditions. The provision for loan loss was $120,000 and $270,000 for the nine-month period ended March 31, 2002 and 2001, respectively. See "Comparison of Operating Results for the quarter ended March 31, 2002 compared to quarter ended March 31, 2001 - Provision for Losses on Loans." 14 Non-Interest Income Total non-interest income decreased by $25,900 or 8.4% from $308,600 for the nine months ended March 31, 2001 to $282,700 for the nine months ended March 31, 2002. This decrease was primarily due to decreased miscellaneous income of $25,200 and decreased service charge income of $11,600, offset by an increase in net gains from the sale of loans of $9,600. The decrease in miscellaneous income is a result of recognition of a $21,300 gain on the sale of other real estate owned and proceeds received of $6,000 from a winning raffle ticket in the quarter ended December 31, 2000. See "Comparison of Operating Results for quarter ended March 31, 2002 compared to quarter ended March 31, 2001 - Non-Interest Income. " Non-Interest Expense Total non-interest expense increased $415,800 or 18.9% from $2,194,900 for the nine months ended March 31, 2001 to $2,610,700 for the nine months ended March 31, 2002. The most significant changes in non-interest expenses were increases in compensation and benefits, data processing, occupancy costs, professional fees, stationary, printing, and office supplies. The increase in compensation and benefits expense reflects increases of $115,200 in general salaries and benefits expense primarily due to the hiring of a project manager for the new branch purchase in September 2001, the hiring of nine employees to staff the new branch and the hiring of two additions to staff in current nine-month period. Also, contributing to this increase were general merit increases. Other increases in compensation and benefits were, $17,000 in expense related to employee stock compensation plans, and $57,400 due to the repurchase of stock from an employee exercise/sale of stock. Data processing expense increased by $78,500 due to increased service bureau expense resulting from growth in the number of deposit and loan accounts serviced and a change in our service bureau provider. The increase in professional fees of $23,400 was due to increases in audit, accounting, and legal fees. Occupancy costs increased $49,400 due primarily to increases in depreciation for furniture, fixtures, and equipment, resulting from the purchase of equipment needed to operate our new service bureau format and equipment purchased for the new branch. Stationary, printing and office supplies increased $26,900 primarily as the result of the purchase of new forms during the first 2002-quarter for the Bank's new service bureau and the purchase of forms and supplies for the new branch. 15 PART II. OTHER INFORMATION - -------- ----------------- Item 1. Legal Proceedings ----------------- Not applicable. Item 2. Changes in 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 and Reports on Form 8-K -------------------------------- (a) List of Exhibits 3.1 Certificate of Incorporation of GFSB Bancorp, Inc.* 3.2 Bylaws of GFSB Bancorp, Inc.* 10.1 1995 Stock Option Plan** 10.2 Management Stock Bonus Plan** 10.3 Form of Directors Deferred Compensation Agreement between the Bank and Directors*** 10.4 Form of Directors Stock Compensation Plan between the Company and Directors of the Company*** 10.5 2000 Stock Option Plan**** -------------- * Incorporated herein by reference to exhibits 3(i)(Certificate of Incorporation) and 3(ii)(Bylaws) to the Registration Statement on Form S-1 of the Registrant (File No. 33-90400) initially filed with the Commission on March 17, 1995. ** Incorporated by reference to the identically numbered exhibits of the Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997 (File No. 0-25854) filed with the SEC. *** Incorporated by reference to the identically numbered exhibits of the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000 filed with the SEC. **** Incorporated by reference to the Proxy Statement for the Annual Meeting of Stockholders on October 27, 2000 and filed with the SEC on September 25, 2000. (b) Not applicable. 16 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GFSB BANCORP, INC. Date: May 7, 2002 /s/Jerry R. Spurlin ----------------------------------------------- Jerry R. Spurlin Assistant Secretary and Chief Financial Officer (Duly Authorized Representative and Principal Financial Officer) 17