SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-25076
GILMER FINANCIAL SERVICES, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 752561513
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification or
organization) Number)
218 W. Cass Street, Gilmer, Texas 75644
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(Address of principal executive offices)
(903) 8435525
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(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
State the number of Shares outstanding of each of the issuer's classes of
common equity, as of the latest date:
As of November 14, 1997, there were 195,755 shares of the Registrant's
common stock $.01 par value issued and 191,258 shares outstanding.
GILMER FINANCIAL SERVICES, INC
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AT SEPTEMBER 30, 1997 AND JUNE 30, 1997
(UNAUDITED)
SEPTEMBER 30, JUNE 30,
1997 1997
------------ ------------
ASSETS
Cash on hand and in banks $ 332,081 $ 532,292
Interest bearing deposits 1,041,722 1,364,605
Investment securities
Held to maturity 312,141 316,066
Mortgage-backed certificates
Available for sale 4,831,441 4,841,083
Held to maturity 9,949,992 10,218,465
Loans receivable, net 23,823,152 23,407,057
Accrued interest receivable 350,552 348,643
Real estate and other assets
acquired in settlement of loans,net 147,797 98,690
Federal Home Loan Bank stock, at cost 502,600 495,100
Office properties and equipment, at cost 256,447 247,604
Federal income taxes 29,335 54,154
Prepaid expenses and other assets 251,331 246,870
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Total assets $ 41,828,591 $ 42,170,629
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LIABILITIES
Deposits $ 29,151,688 $ 29,106,164
Accrued interest payable 5,900 7,452
Advances by borrowers for taxes and ins 702,629 487,714
Accounts payable and accrued expenses 251,578 215,897
Advances from Federal Home Loan bank 7,850,000 8,550,000
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Total liabilities 37,961,795 38,367,227
STOCKHOLDERS' EQUITY
Preferred Stock; $.01 par value; 2,000,000 shares
authorized; none issued
Common stock, $.01 par value, 2,000,000 shares
authorized; 195,755 shares issued 1,958 1,958
Additional paid in capital 1,624,968 1,624,968
Retained earnings 2,524,098 2,466,014
Less: Shares acquired by Employee Stock Ownership Plan (113,535) (117,450)
Shares acquired by Recognition and Retention Plan (38,993) (41,900)
Treasury Stock (4,497 shares, at cost) (56,527) (56,527)
Net unrealized loss on decline in market
value of securities available for sale (75,173) (73,661)
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Total stockholders' equity 3,866,796 3,803,402
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Total liabilities and stockholders' equity $ 41,828,591 $ 42,170,629
============ ============
See accompanying notes to the consolidated financial statements.
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GILMER FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
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INTEREST INCOME
Loans $ 548,422 $ 463,373
Investment securities 5,279 5,979
Mortgage-backed securities 235,696 243,996
Other interest-earning assets 23,437 15,820
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Total interest income 812,834 729,168
INTEREST EXPENSE
Deposits 407,656 311,733
Interest on FHLB advances 112,206 127,764
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Total interest expense 519,862 439,497
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Net interest income 292,972 289,671
Provision for loan losses 10,500 6,000
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Net interest income after provision for
loan losses 282,472 283,671
NONINTEREST INCOME
Gain (loss) on sale of interest-bearing assets 0 1,071
Loan origination & commitment fees 15,915 22,406
Loan servicing fees 21,255 19,516
Income (loss) from real estate operations 2,162 1,123
Other income 22,469 13,271
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Total noninterest income 61,801 57,387
NONINTEREST EXPENSE
Compensation and benefits 152,219 132,964
Occupancy and equipment 12,565 13,170
Federal insurance premium 4,720 12,768
Other expense 85,838 80,592
BIF/SAIF Assessment -- 164,429
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Total noninterest expense 255,342 403,923
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Income (loss) before taxes 88,931 (62,865)
INCOME TAX EXPENSE 30,847 (19,930)
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Net income (loss) $ 58,084 $ (42,935)
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Earnings per share (Note 4) $ .32 $ (.21)
========= =========
See accompanying notes to consolidated financial statements.
3
GILMER FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
TOTAL
STOCKHOLDERS'
EQUITY
------------
Balance at June 30, 1997 $ 3,803,402
Change in unrealized loss on decline in market
value of securities available for sale (1,512)
Accrual of ESOP Plan Awards 3,915
Accrual of RRP Plan Awards 2,907
Net Income 58,084
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Balance at September 30, 1997 $ 3,866,796
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See accompanying notes to consolidated financial statements
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GILMER FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ 58,084 $ (42,935)
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation 6,105 6,105
Gain on sale of real estate owned -- --
Provision of losses on loans and other
real estate 10,500 6,000
(Gain) Loss on sale of interest bearing assets -- (1,071)
Contribution to ESOP Plan 3,915 3,915
Contribution to RRP Plan 2,907 2,152
Change in assets and liabilities
(Increase) decrease in mortgage
servicing rights 1,757 --
(Increase) decrease in accrued
interest receivable (1,909) (22,606)
(Increase) decrease in prepaid
expenses and other assets (4,461) 58,441
(Decrease) increase in advances
for taxes and insurance 214,915 105,413
(Decrease) increase in accrued
interest payable (1,552) (1,969)
(Decrease) increase in federal
income taxes 24,819 (152,154)
(Decrease) increase in deferred
loan fees 268 453
(Decrease) increase in accounts
payable & accrued expenses 35,681 213,995
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Net cash provided by operating
activities 351,029 175,739
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment securities -- --
Purchase of investment securities -- --
Capital expenditures (14,948) (3,442)
Purchase of FHLB stock (7,500) (6,900)
Proceeds from sales of mortgage loans 362,350 306,011
Loans originates, net of payments (840,077) (1,232,369)
Sales proceeds from sale of real estate owned -- --
Purchase of mortgage-backed certificates -- --
Purchase of securities available for sale -- --
Sales proceeds from sale of mortgage-
backed certificates available for sale -- --
Principal paydown on mortgage-backed
certificates 280,528 386,977
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Net cash provided by (used in)
investing activities (219,647) (549,723)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in deposits 45,524 147,003
Net (decrease)increase in advances from FHLB (700,000) (60,000)
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Net cash provided by financing activities (654,476) 87,003
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Net increase (decrease) in cash
and cash equivalents (523,094) (286,981)
CASH AND CASH EQUIVALENTS AT BEGIN OF PERIOD 1,896,897 981,144
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,373,803 $ 694,163
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See accompany notes to consolidated financial statements.
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GILMER FINANCIAL SERVICES, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies and practices of Gilmer Financial
Services, Inc. conform to generally accepted accounting principles and to
prevailing practices within the savings and loan industry.
The unaudited interim financial statements were prepared in accordance with
instructions for Form 10-QSB and, therefore, do not include information or
footnotes necessary for a complete presentation of financial position, results
of operations, and cash flows in conformity with generally accepted accounting
principles. However, all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary for a fair
presentation of the financial statements have been included. The results of
operations for the three month period ended September 30, 1997 are not
necessarily indicative of the results which may be expected for an entire fiscal
year.
The OTS has adopted a regulation which requires that, for purposes of
calculating regulatory capital, unrealized gains or losses related to accounting
for certain investments in debt and equity securities under SFAS 115 are not
included in the Bank's regulatory capital. As a result of this rule at September
30, 1997, the Bank's core, tangible and risk-based capital was increased by
approximately $75,173 above the capital calculated in accordance with generally
accepted accounting principles.
Effective July 1, 1996, the Bank adopted Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights" ("SFAS No. 122"),
and amendment to FASB Statement No. 65. SFAS No. 122 requires that a portion of
the cost of originating a mortgage loan be allocated to the mortgage servicing
rights based on its fair value relative to the loan as a whole. This statement
eliminates the accounting distinction between rights to service mortgage loans
for others that are acquired through loan origination activities and those
acquired through purchase transactions. The mortgage servicing rights for the
three month period ended September 30, 1997, was $1,757. While this statement
did not have a significant effect this period, management believes that this
standard will have an impact on the Bank's operating results and financial
condition in the future.
NOTE 2-CONVERSION
On July 13, 1994, the Board of Directors of the Bank, subject to regulatory
approval and approval by members of the Bank, adopted a Plan of Conversion to
convert from a federally chartered mutual savings bank to a federally chartered
stock savings bank with the concurrent formation of a holding company. The
conversion was designed to be accomplished through amendment of the Bank's
federal charter and the sale of the holding company's common stock in an amount
equal to the consolidated proforma market share of the holding company and the
Bank after giving effect to the conversion.
On February 9, 1995, Gilmer Savings Bank completed its conversion. The Bank
issued 195,755 shares of stock. All of the Bank's outstanding common stock will
be held on the Holding Company's books.
NOTE 3-RECOGNITION AND RETENTION PLAN
The Board of Directors of the Company adopted and obtained stockholder approval
at the October 12, 1995 stockholder's meeting, a Recognition and Retention Plan
(RRP) to enable the Company to provide officers and employees with a proprietary
interest in the Company as incentive to contribute to its success. Officers and
employees of the Company who are selected by members of a committee appointed by
the Board of Directors of the Company will be eligible to receive benefits under
the RRP.
The Company has available to award 7,830 shares of Company stock and on October
12, 1996, the Company awarded 4,303 shares, with the remainder being reserved
for future award. The shares granted are in the form of restricted stock to be
earned and payable over a five-year period at the rate of 20% per year,
effective on the date of stockholder ratification. Compensation in the amount
of the fair market value
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GILMER FINANCIAL SERVICES, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
NOTE 3-RECOGNITION AND RETENTION PLAN (CONTINUED)
of the common stock at the date of the grant to the officer or employee will be
recognized pro rata over the five years during which the shares are earned and
payable. The Company initially funded the RRP in October 1995 by issuing 4303
shares of its previously authorized but unissued common stock. In October 1996,
the company repurchased 10,000 shares of its outstanding common stock for
$125,700, of these shares 4,303 shares were contributed to the RRP to retire
shares previously issued. During the year ended June 30, 1997, the Company
awarded an additional 1,200 shares and used Treasury shares to fund the award.
The remaining 4,497 shares of stock repurchased are held in treasury shares at
cost. RRP Plan expense totalled $2,907 for the three month period ended
September 30, 1997.
NOTE 4-EARNINGS PER SHARE
Earnings(loss) per share for the three month period ended September 30, 1997,
have been computed by dividing the net earnings by the weighted average common
shares outstanding. Shares controlled by the ESOP are accounted for in
accordance with Statement of Position 93-6, under which unallocated shares are
not considered in weighted average shares outstanding. Earnings per share for
the three months ended September 30, 1997 was $.32 per share based on weighted
average common shares outstanding of 181,604. Earnings(loss) per share for the
three months ended September 30, 1996 was ($.21) per share.
NOTE 5-RECLASSIFIED
Certain items previously reported have been reclassified to conform with current
period reporting form.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Gilmer Financial Services, Inc. was formed in July of 1994 and is the
holding company and owner of 100% of the common stock of Gilmer Savings Bank FSB
of Gilmer, a federally chartered stock savings institution. In this discussion
and analysis, reference to the operations and financial condition of the Company
includes the operations and financial condition of the Bank.
On February 9, 1995, the Bank completed its conversion from a mutual to a
stock savings institution. On that date, the Company issued and sold 195,755
shares of common stock at $10.00 per share to complete the conversion of the
Bank from mutual to stock form ("Conversion"). Net proceeds to the Company were
approximately $1.6 million after deducting expenses of approximately $320,000.
The Holding Company's business currently consists of the operations of the
Bank. As a consumer-oriented financial institution, the Company offers a range
of banking services to residents of its primary market area. The Company is
principally engaged in the business of attracting deposits from the general
public and investing those deposits, along with funds generated from operations
and borrowings, into mortgage, commercial, and consumer loans. The Company also
invests in mortgage and government backed securities and certificates of
deposit.
The Bank's results of operations are primarily affected by its net
interest income, which is the difference between interest income earned on its
loans, investment and mortgage-backed securities and other investments, and its
cost of funds consisting of interest paid on deposits and borrowed funds,
including Federal Home Loan Bank advances. Net income of the Bank is also
affected by non-interest income, such as loan origination and commitment fees,
loan servicing fees and other income, and non-interest expense, including
compensation and benefits, insurance premiums, losses on foreclosed real estate
and provisions for losses on loans. The Bank's net income also is affected
significantly by general economic conditions and competitive conditions,
particularly changes in market interest rates and actions of regulatory
authorities.
Financial Condition
September 30, 1997 Compared to June 30, 1996. Total assets decreased
$340,000, or .82% to $41.8 million at September 30, 1997 from $42.1 million at
June 30, 1996. The decrease was primarily attributable to a decrease in cash and
cash equivalents of $520,000, and a decrease in mortgage-backed securities of
$280,000, partially offset by an increase in net loans receivable of $416,000
and an increase in real estate and other assets of $49,000.
Cash and cash equivalents decreased $520,000 from $1.9 million at June 30,
1997 to $1.4 million at September 30, 1997. The decrease was primarily
attributable to principal repayments on Federal Home Loan Bank advances.
Mortgage-backed securities decreased $280,000 from $15.1 million at June
30, 1997 to $14.8 million at September 30, 1997. The decrease was primarily due
principal repayments on mortgage-backed securities.
Loans receivable were $23.4 million at June 30, 1997, and $23.8 million at
September 30, 1997, an increase of $400,000, or 1.75%. The increase is primarily
attributable to an increase in originations of consumer and commercial loans.
Investment securities decreased $4,000 from $316,000 at June 30, 1997 to
$312,000 at September 30, 1997. The decrease was due to principal repayments.
Real estate and other assets increased $49,000 from $99,000 at June 30,
1997 to $148,000 at September 30, 1997. The increase was due to two foreclosures
on single family loans of $11,000 and $33,000, along with an increase in other
repossessed assets of $4,000.
Prepaid expenses and other assets decreased $140,000, but was offset by
new receivable of $145,000, which left the balance relatively unchanged. This
$145,000
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receivable is a cashiers check for $145,000, issued by a local bank, that was
dishonored on September 18, 1997, and is currently in pending litigation. The
issuing bank claims that they were induced to issue the check based upon
fraudulent information. Due to the fact that the litigation is in the initial
stages, the likelihood of success is not determinable at this time. Subsequent
to September 30, 1997, the Bank classified additional loans relating to the same
individual that the cashiers check was issued to, in the amount of $260,000, of
which $96,000 was classified as substandard and $164,000 as loss. The Bank
recorded as loss, all loans that the collectibility was uncertain, due to the
fact that the collateral had not been located at the time of classification of
assets. As of October 31, 1997, the bank had recovered $40,000 on the loss, and
believes that the remaining loss will be covered under the Bank's bond
insurance, subject to its deductible.
Deposits remain relatively unchanged from $29.1 million at June 30, 1997,
to $29.2 million at September 30, 1997. Federal Home Loan Bank advances
decreased $700,000 from $8.6 million at June 30, 1997 to $7.9 million at
September 30, 1997, the decrease was due to principal repayments on advances.
Advances by borrowers for taxes and insurance increased $215,000 from
$488,000 at June 30, 1997 to $703,000 at September 30, 1997. The increase is due
to the majority of the property taxes being paid in the last quarter of calendar
1997.
Total stockholder's equity decreased $64,000 to $3,867,000 at September
30, 1997 from $3,803,000 at June 30, 1997. This increase was primarily a result
of net earnings of $58,000, along with a decrease in the Employee Stock
Ownership Plan of $4,000, a decrease in the Recognition and Retention Plan of
$3,000, partially offset by an $1,000 increase in unrealized loss on securities
available for sale. The Bank continued to exceed all of its regulatory capital
requirements at September 30, 1997, with tangible and core capital of $3.8
million (9.05% of total adjusted assets) and risk-based capital of $4.0 million
(19.07% of risk-weighted assets).
Results of Operations
The Company's results of operations depend primarily on the level of its
net interest income and non-interest income and the amount of non-interest
expenses. Net interest income depends upon the volume of interest-earning assets
and interest-bearing liabilities and the interest rates earned or paid on them.
Comparison of Operating Results for the Three Months Ended September 30, 1997
and 1996
General. Net income for the quarter ended September 30, 1997 was $58,000,
an increase of $101,000 from the quarter ended September 30, 1996. The increase
was primarily due to a decrease in non-interest expense. Net interest income
increased $3,000, non-interest income increased $4,000, along with a decrease in
non-interest expense of $148,000, partially offset by a $4,500 increase in
provision for loan losses and a $50,000 increase in income tax expense.
Interest Income. Interest income totaled $813,000 for the quarter ended
September 30, 1997, compared to $729,000 for the quarter ended September 30,
1996, an increase of $84,000. The increase was due to an increase in net loans
receivable, along with upward changes in interest rates on adjustable loans.
Interest Expense. Interest expense increased $80,000 for the quarter ended
September 30, 1997 compared to September 30, 1996. The increase was due to a
$96,000 increase in interest paid on deposits, due to an increase in the average
balance of deposits for the quarter and an increase in rates, offset by a
decrease in interest paid on FHLB advances of $16,000, due to a $700,000
decrease in outstanding advances.
Provision for Loan Losses. The Company maintains an allowance for loan
losses based upon management's periodic evaluation of non-performing loans,
inherent risks in the loan portfolio, economic conditions and past experience.
The provision for the three months ended September 30, 1997, increased $4,500
from $6,000 for the three months ended September 30, 1996, to $10,500 for the
three month period ended September 30, 1997.
Non-Interest Income. Non-interest income increased $4,000 from $57,000 for
the quarter ended September 30, 1996 to $61,000 for the quarter ended September
30, 1997.
9
The increase resulted primarily from an increase of $9,000 in other income,
partially offset by a decrease in loan origination and commitment fees.
Non-Interest Expense. Non-interest expense totaled $404,000 for the quarter
ended September 30, 1996, compared to $255,000 for the quarter ended September
30, 1997, a decrease of $149,000. The primary reason for this decrease was the
one time special assessment of 65.7 basis points of the March 31, 1995 SAIF
assessment base. The special assessment resulted in a $164,000 charge to
noninterest expense during the quarter ended September 30, 1996, compared to a
charge of $0 for the quarter ended September 30, 1997. Compensation and benefits
increased $19,000 to $152,000 for the quarter ended September 30, 1997 from
$133,000 for the quarter ended September 30, 1996, due to an additional
employees' salary and other benefits. Federal insurance premiums decreased
$8,000 due to the recapitalization of the BIF/SAIF premiums in the quarter ended
September 30, 1996. Other miscellaneous expenses increased $5,000 from $80,000
for the quarter ended September 30, 1996 to $85,000 for the quarter ended
September 30, 1997. The primary reason for this increase was an increase in
service bureau fees associated with growth in checking accounts and an increase
in group insurance.
Income Taxes. The provision for income taxes increased $50,000 from
($20,000) for the quarter ended September 30, 1996 to $30,000 for the quarter
ended September 30, 1997. The increase is due to an increase in net earnings
before income taxes of $152,000 for the quarter ended September 30, 1997.
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PART II.-OTHER INFORMATION
Item 1. Legal Proceedings
See Financial Condition - Prepaid expenses and other assets
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8K
(a) Exhibits:
Exhibit 27-Financial Data Schedule
(b) Reports on Form 8-K
None.
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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.
GILMER FINANCIAL SERVICES, INC.
Date: November 14, 1997 By: /s/ Gary P. Cooper
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Gary P. Cooper
Pres. and Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 1997 By: /s/ Sheri Parish
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Sheri Parish
Vice President/Secretary/Treasurer
(Principal Fin. & Acct. Officer)
12