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 September 30, 2003
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-25854
GFSB BANCORP, INC.
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(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) 726-6500
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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
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As of October 31, 2003, there were issued and outstanding 1,146,270 shares of
the registrant's Common Stock.
Transitional Small Business Disclosure format:
Yes No [X]
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GFSB Bancorp, Inc.
Index
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Statements of Financial Condition
September 30, 2003 and June 30, 2003 3
Condensed Consolidated Statements of Earnings and Comprehensive Earnings
Three months ended September 30, 2003 and September 30, 2002 4
Condensed Consolidated Statements of Cash Flows
Three months ended September 30, 2003 and September 30, 2002 6
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis or Plan of Operation 9
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
GFSB Bancorp, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30, June 30,
2003 2003
---------------- ----------------
(Unaudited)
ASSETS
Cash and due from banks $ 7,597,145 $ 6,785,410
Interest-bearing deposits with banks 673,112 466,948
Available-for-sale investment securities 33,396,255 29,279,417
Available-for-sale mortgage-backed securities 33,822,894 38,517,103
Held-to-maturity investment securities 675,998 675,997
Stock of Federal Home Loan Bank, at cost, restricted 4,354,600 4,332,800
Loans receivable, net, substantially pledged 157,001,450 146,264,291
Loans held-for-sale 455,095 132,000
Accrued interest and dividends receivable 950,616 844,722
Premises and equipment 2,420,314 2,313,815
Other real estate and repossessed property 213,953 213,953
Prepaid and other assets 180,545 128,197
------------- -------------
TOTAL ASSETS $ 241,741,977 229,954,653
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Transaction and NOW accounts $ 27,727,669 $ 24,937,782
Savings and MMDA deposits 20,143,641 17,264,978
Time deposits 89,244,915 87,556,558
Advances from Federal Home Loan Bank 77,973,409 76,641,834
Other secured borrowings 6,095,576 3,657,911
Repurchase agreements 811,228 584,902
Accrued interest payable 522,682 515,872
Advances from borrowers for taxes and insurance 567,392 365,193
Accounts payable and accrued liabilities 288,481 250,015
Deferred income taxes 211,382 312,796
Dividends declared and payable 122,467 122,467
Income taxes payable 216,298 -
------------- -------------
TOTAL LIABILITIES 223,925,140 212,210,308
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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; 1,146,270 issued and outstanding
at September 30, 2003 and June 30, 2003 114,627 114,627
Additional paid-in-capital 2,900,389 2,853,446
Unearned ESOP stock (121,847) (139,882)
Retained earnings, substantially
restricted 13,837,799 13,633,421
Accumulated other comprehensive
earnings 1,085,869 1,282,733
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TOTAL STOCKHOLDERS' EQUITY 17,816,837 17,744,345
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 241,741,977 $ 229,954,653
============= =============
See notes to condensed consolidated financial statements.
3
GFSB Bancorp, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE EARNINGS
Three months ended
September 30,
-------------------------
2003 2002
---------- ----------
(Unaudited) (Unaudited)
Interest income
Loans receivable
Mortgage loans $2,045,024 $2,135,694
Commercial loans 328,838 331,480
Share and consumer loans 108,569 108,963
Investment and mortgage-backed securities 499,202 638,059
Other interest-earning assets 25,473 32,805
---------- ----------
TOTAL INTEREST EARNINGS 3,007,106 3,247,001
Interest expense
Deposits 753,160 794,345
Advances from Federal Home Loan Bank 705,638 804,994
Repurchase agreements 104 2,142
---------- ----------
TOTAL INTEREST EXPENSE 1,458,902 1,601,481
---------- ----------
NET INTEREST EARNINGS 1,548,204 1,645,520
Provision for loan losses 60,000 25,000
---------- ----------
NET INTEREST EARNINGS AFTER
PROVISION FOR LOAN LOSSES 1,488,204 1,620,520
---------- ----------
Non-interest earnings
Income from real estate operations 2,200 2,200
Miscellaneous income 13,681 12,165
Net gains from sales of loans 10,784 15,206
Service charge income 170,548 98,779
---------- ----------
TOTAL NON-INTEREST EARNINGS 197,213 128,350
---------- ----------
Non-interest expense
Compensation and benefits 586,123 538,306
FDIC insurance 4,730 4,329
Insurance 13,208 12,288
Stock services 6,584 3,944
Occupancy 134,827 136,040
Data processing 89,484 68,072
Professional fees 45,570 33,648
Advertising 57,050 35,713
Stationary, printing and office supplies 30,905 44,828
ATM expense 14,578 15,357
Supervisory exam fees 14,585 13,900
Postage 19,286 12,319
Other 100,475 77,055
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TOTAL NON-INTEREST EXPENSE 1,117,405 995,799
---------- ----------
4
GFSB Bancorp, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE EARNINGS - CONTINUED
Three months ended
September 30,
-------------------------------
2003 2002
----------- -----------
(Unaudited) (Unaudited)
EARNINGS BEFORE INCOME TAXES 568,012 753,071
Income tax expense
Currently payable 241,167 241,468
Deferred provision - -
----------- -----------
241,167 241,468
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NET EARNINGS $ 326,845 $ 511,603
=========== ===========
Other Comprehensive Earnings
Unrealized (loss) gain, net of tax (196,863) 18,671
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COMPREHENSIVE EARNINGS 129,982 530,274
=========== ===========
Earnings per common share
Basic $ 0.29 0.46
=========== ===========
Weighted average number of common shares outstanding
Basic 1,121,733 1,112,130
=========== ===========
Earnings per common share
Diluted 0.28 0.44
=========== ===========
Weighted average number of common shares outstanding
Diluted 1,169,955 1,156,063
=========== ===========
Comprehensive earnings per common share
Basic 0.12 0.48
=========== ===========
Diluted 0.11 0.46
=========== ===========
Dividends per share 0.11 0.10
=========== ===========
See notes to condensed consolidated financial statements.
5
GFSB Bancorp, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (decrease) in cash and cash equivalents
Three months ended
September 30,
----------------------------
2003 2002
------------ ------------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net earnings $ 326,845 $ 511,603
Adjustments to reconcile net earnings to
net cash provided by operations
Deferred loan origination fees (158,702) (55,277)
Gain on sale of loans (10,784) (15,206)
Provision for loan losses 60,000 25,000
Depreciation of premises and equipment 72,619 71,665
Amortization of investment and mortgage-
backed securities premiums 147,273 (11,094)
Stock dividends on FHLB stock (21,800) (31,800)
Release of ESOP stock 57,356 45,803
Stock compensation under management stock
bonus plan 9,706 7,687
Net changes in operating assets and liabilities
Accrued interest and dividends receivable (105,894) 30,331
Prepaid and other assets (52,349) (37,142)
Accrued interest payable 6,810 27,398
Accounts payable and accrued liabilities 28,760 (98)
Income taxes payable 216,298 242,168
------------ ------------
Net cash provided by
operating activities 576,138 811,038
------------ ------------
Cash flows from investing activities
Purchase of premises and equipment (179,118) (17,327)
Loan originations and principal
repayment on loans, net (11,803,750) (933,778)
Change in secured borrowings 2,437,665 (495,062)
Proceeds from the sale of loans 852,982 918,178
Principal payments on mortgage-backed securities 5,396,403 2,291,281
Principal payments on available-for-sale securities 439,976 1,649,872
Purchases of mortgage-backed securities (979,375) (3,141,114)
Purchases of available-for-sale securities (5,225,184) (22,358)
Maturities and proceeds from sale of available-for-sale
securities 500,000 85,000
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Net cash (used) provided by
investing activities (8,560,401) 334,692
------------ ------------
6
GFSB Bancorp, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Increase (decrease) in cash and cash equivalents
Three months ended
September 30,
------------------------------
2003 2002
------------- -------------
(Unaudited) (Unaudited)
Cash flows from financing activities
Net increase in transaction accounts, passbook savings, $ 7,356,907 $ 3,704,270
money market accounts, and certificates of deposit
Repurchase agreements 226,326 375,317
Net increase in mortgage escrow funds 202,199 176,997
Proceeds from FHLB advances 523,764,296 91,986,387
Repayments on FHLB advances (522,432,721) (96,659,386)
Dividends paid or to be paid in cash (122,467) (110,506)
Price paid for vested management bonus
stock plan stock 7,622 -
------------- -------------
Net cash provided (used) by
financing activities 9,002,162 (526,921)
------------- -------------
Increase in cash and cash equivalents 1,017,899 618,809
Cash and cash equivalents at beginning of period 7,252,358 5,651,491
------------- -------------
Cash and cash equivalents at end of period $ 8,270,257 6,270,300
============= =============
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest on deposits and advances $ 1,452,092 $ 1,574,084
Income taxes 24,869 -
Change in unrealized gain, net of deferred
taxes on available-for-sale securities (196,863) 18,671
Dividends declared not yet paid 122,467 110,506
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 and
comprehensive 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 accounting principles generally accepted
in the United States of America 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, 2003.
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, 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.
RESULTS OF OPERATIONS
COMPARISON OF OPERATING RESULTS FOR QUARTER ENDED SEPTEMBER 30, 2003 COMPARED TO
QUARTER ENDED SEPTEMBER 30, 2002.
General
Net earnings for the three months ended September 30, 2003 decreased $185,000 to
$327,000 from $512,000 for the three months ended September 30, 2002. The
decrease in net earnings is primarily attributable to a $35,000 increase in the
provision for loan losses, a $121,000 increase in non-interest expense and a
$97,000 decrease in net interest earnings partially offset by a $69,000 increase
in non-interest earnings. Please refer to "Average Balance Sheets" for an
analysis of the changes in net interest earnings for the three months ended
September 30, 2003 compared to the same 2002 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 annual 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 September 30, 2003 Quarter ended September 30, 2002
--------------------------------------- ----------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in Thousands) (Dollars in Thousands)
Interest-earning assets:
Loans receivable (1) $153,141 $2,482 6.48% $144,108 $2,576 7.15%
Investment securities and
mortgage-backed securities 67,677 499 2.95% 51,768 638 4.93%
Other interest-earning
assets (2) 4,716 25 2.12% 5,150 33 2.56%
-------- ------- -------- ------
Total interest-earning assets 225,534 3,006 5.33% 201,026 3,247 6.46%
------ ------
Non-interest-earning assets 11,044 8,835
-------- --------
Total assets $236,578 $209,861
======== ========
Interest-bearing liabilities:
Transaction accounts $ 9,838 $ 10 .41% $ 8,747 $ 18 .82%
Passbook savings 6,422 16 1.00% 5,440 17 1.25%
Money market accounts 11,844 25 .84% 12,235 37 1.21%
Certificates of deposit 88,718 701 3.16% 73,533 722 3.93%
Other liabilities (3) 84,367 706 3.35% 78,819 807 4.10%
-------- ------ -------- ------
Total interest-bearing
liabilities 201,189 1,458 2.90% 178,774 1,601 3.58%
------ ------
Non-interest bearing
liabilities 17,792 14,407
--------- --------
Total liabilities 218,981 193,181
Stockholders' equity 17,597 16,680
--------- --------
Total liabilities and
stockholders' equity $236,578 $209,861
========= ========
Net interest earnings $1,548 $1,646
====== ======
Interest rate spread (4) 2.43% 2.88%
==== ====
Net yield on interest- 2.75% 3.28%
earning assets (5)
==== ====
Ratio of average interest-
Earning assets to average
interest-bearing liabilities 1.12X 1.12X
==== ====
(1) Average balances include non-accrual loans.
(2) Includes interest-bearing deposits in other financial institutions.
(3) Other liabilities include FHLB advances, repurchase agreements and other
secured borrowings.
(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
Borrowings
The Company may obtain advances from the FHLB of Dallas to supplement
its supply of lendable funds. Advances from the FHLB are typically secured by a
pledge of the Company's stock in the FHLB, a portion of the Company's first
mortgage loans and certain other assets. Each FHLB credit program has its own
interest rate, which may be fixed or variable, and range of maturities. The
Company, if the need arises, may also access the Federal Reserve Bank discount
window to supplement its supply of lendable funds and to meet deposit withdrawal
requirements. At June 30, 2003 and September 30, 2003, borrowings with the FHLB
totaled $76,641,834 and $77,973,409, respectively. The approximate weighted
average rate paid on borrowings was 4.01% and 3.56% at June 30, 2003 and
September 30, 2003, respectively. In the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2003, the weighted average rate paid on
borrowings was incorrectly reported as 1.54%.
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 September 30, 2003 vs. 2002
Increase (Decrease)
Due to
---------------------------------
Rate/
Volume Rate Volume Net
------ ---- ------ ---
(Dollars in Thousands)
Interest income:
Loans receivable $ 161 $(241) $ (14) $ (94)
Mortgage-backed securities and
investment securities 196 (256) (79) (139)
Other interest-earning assets (3) (6) 1 (8)
----- ----- ----- -----
Total interest-earning assets 354 (503) (92) (241)
Interest expense:
Transaction accounts 2 (9) (1) (8)
Savings accounts 3 (3) (1) (1)
Money markets (1) (11) - (12)
Certificates of deposit 149 (141) (29) (21)
Other liabilities 56 (147) (10) (101)
----- ----- ----- -----
Total interest-bearing liabilities 209 (311) (41) (143)
----- ----- ----- -----
Net change in interest income $ 145 $(192) $ (51) $ (98)
===== ===== ===== =====
11
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 $60,000 and $25,000 for the
periods ended September 30, 2003 and 2002, respectively. The increase in the
provision for loan losses for the current three-month period was the result of
loan growth in commercial and commercial real estate 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,
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.
Non-Interest Earnings
Total non-interest earnings increased by $69,000 or 53.7% to $197,000 for the
quarter ended September 30, 2003 from $128,000 for the quarter ended September
30, 2002. This increase was primarily due to an increase in service charge
income of $72,000 partially offset by a decrease of $4,000 in net gains from
sales of loans. The increase in service charge income is primarily due to
increased insufficient fee charges collected on NOW and checking accounts.
Non-Interest Expense
Total non-interest expense increased $121,000 or 12.2% to $1,117,000 for the
quarter ended September 30, 2003 from $996,000 for the quarter ended September
30, 2002. The increase in non-interest expense was primarily attributable to
increases in compensation and benefits, data processing, professional fees,
advertising, postage and other operating expenses partially offset by a decrease
in stationary, printing and office supplies. The $48,000 increase in
compensation and benefits for the period ended September 30, 2003 is primarily
attributable to a $33,000 increase in general salaries and benefits due to the
hiring of two additional employees, general salary increases, and increases in
the cost of employee health insurance and retirement benefits and $14,000 in
expense associated with employee stock compensation plans. Data processing
increased $21,000 primarily due to increases in expenses resulting from the
processing cost associated with the growth in the volume of deposit accounts,
statement processing, servicing for the online home banking system and the
service of transaction items. Advertising expense increased $21,000 primarily
due to efforts to achieve growth in the Gallup and Farmington, New Mexico
market. In addition, other operating expenses increased $23,000 and expenses
associated with Stationary, printing and office supplies decreased $14,000, as
such expenses were attributable to the March 2002 opening of the Farmington
branch.
Item 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on their
evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) under the Securities Exchange Act
of 1934 (the "Exchange Act")), the Company's principal executive
officer and the principal financial officer have concluded that
as of the end of the period covered by this Quarterly Report on
Form 10-QSB such disclosure controls and procedures are effective
to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission
rules and forms.
(b) Changes in internal control over financial reporting. During the
quarter under report, there was no change in the Company's
internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
12
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****
31 Certification Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
32 Certification pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
--------------
* 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) The Company filed a report on Form 8-K on August 15, 2003
pursuant to items 7 and 12 to report earnings for the year ended
June 30, 2003.
13
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: November 7, 2003 /s/Jerry R. Spurlin
----------------- -----------------------------------------------
Jerry R. Spurlin
Assistant Secretary and Chief Financial Officer
(Duly Authorized Representative and
Principal Financial Officer)
14