EX-13 2 ex13.htm EXHIBIT 13 ex13.htm

 

Exhibit 13

 

Guaranty Federal Bancshares, Inc.

2014 Annual Report

 

 

 

 

 

 

 

 

INVESTOR INFORMATION

 

 

 

 

 

       

     

ANNUAL MEETING OF STOCKHOLDERS:

       

The Annual Meeting of Stockholders of the Company will be held Wednesday, May 27, 2015 at 6:00 p.m., local time, at the Guaranty Bank Operations Center, 1414 W. Elfindale, Springfield, Missouri.

       

CONTENTS

 

ANNUAL REPORT ON FORM 10-K:

i

President’s Message

 

 

Copies of the Company’s Annual Report on Form 10-K, including the financial statements, filed with the Securities and Exchange Commission are available without charge upon written request to:

 

 

 

 

Vicki Lindsay, Secretary

1

Investor Information

 

 

Guaranty Federal Bancshares, Inc.,

 

 

 

 

1341 W. Battlefield St., Springfield, MO 65807-4181

Common Stock Prices & Dividends

 

 

 

 

 

 

TRANSFER AGENT:

Selected Consolidated Financial and Other Data

 

 

Computershare Investor Services

 

 

 

 

P.O. Box 43078

5

Management’s Discussion and Analysis of

 

 

Providence, RI 02940-3078

 

Financial Condition and Results of Operations

 

 

 

      STOCK TRADING INFORMATION:
18

Consolidated Financial Statements

    Symbol: GFED
         
57 

Report of Independent Registered Public

 

SPECIAL LEGAL COUNSEL:

  Accounting Firm     Husch Blackwell LLP
        901 St. Louis St., Suite 1900
58  Directors and Officers      Springfield, MO 65806
         
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
       

BKD, LLP

910 St. Louis St.

PO Box 1190

Springfield, MO 65801-1190

         
      STOCKHOLDER AND FINANCIAL INFORMATION:
       

Carter Peters,

Executive Vice President, Chief Financial Officer

417-520-4333

 

 
1

 

 

Guaranty Federal Bancshares, Inc.

2014 Annual Report

 

 

COMMON STOCK PRICES

 

& DIVIDENDS

 

 

 

 

 

The common stock of Guaranty Federal Bancshares, Inc. (the “Company”) is listed for trading on the NASDAQ Global Market under the symbol “GFED”. As of March 18, 2015, there were approximately 1,413 holders of shares of the Company’s common stock. At that date the Company had 6,844,503 shares of common stock issued and 4,375,969 shares of common stock outstanding.

 

During the year ended December 31, 2014, the Company paid dividends of (i) $0.05 per share on July 18, 2014 to stockholders of record as of July 7, 2014, and (ii) $0.05 per share on October 17, 2014, to stockholders of record as of October 6, 2014, and also declared a cash dividend of $0.05 per share on December 18, 2014, which was paid on January 16, 2015, to stockholders of record on January 5, 2015. During the year ended December 31, 2013, the Company did not declare a cash dividend on its shares of common stock. Any future dividends will be at the discretion of the Company’s Board of Directors and will depend on, among other things, the Company’s results of operations, cash requirements and surplus, financial condition, regulatory limitations and other factors that the Company’s Board of Directors may consider relevant. 

 

The table below reflects the range of common stock high and low sale prices per the NASDAQ Global Market by quarter for the years ended December 31, 2014 and 2013.

 

 

 

 

 

   

Year ended

   

Year ended

 
   

December 31, 2014

   

December 31, 2013

 
   

High

   

Low

   

High

   

Low

 

Quarter ended:

                               

March 31

  $ 13.12     $ 10.70     $ 10.61     $ 6.97  

June 30

    12.99       12.17       10.25       9.30  

September 30

    12.76       12.20       14.50       10.21  

December 31

    13.40       12.14       12.12       10.42  

 

 
2

 

 

Guaranty Federal Bancshares, Inc.

2014 Annual Report

 

 

   

Set forth below is a stock performance graph comparing the cumulative total shareholder return on the Common Stock with (a) the cumulative total stockholder return on stocks included in The Nasdaq – Total U.S. Index and (b) the cumulative total stockholder return on stocks included in The Nasdaq Bank Index. All three investment comparisons assume the investment of $100 as of the close of business on December 31, 2009 and the hypothetical value of that investment as of the Company’s fiscal years ended December 31, 2010, 2011, 2012, 2013, and 2014, assuming that all dividends were reinvested. The graph reflects the historical performance of the Common Stock, and, as a result, may not be indicative of possible future performance of the Common Stock. The data used to compile this graph was obtained from NASDAQ.

 

 

 

 

 

         

Period Ending

       

Index

 

12/31/09

   

12/31/10

   

12/31/11

   

12/31/12

   

12/31/13

   

12/31/14

 

Guaranty Federal Bancshares, Inc.

    100.00       93.70       112.20       135.63       216.52       262.34  

NASDAQ - Total US

    100.00       118.15       117.22       138.02       193.47       222.16  

NASDAQ Bank Index

    100.00       114.16       102.17       121.26       171.86       180.31  

 

 

As a result of a change in the total return data made available to us through our vendor provider, our performance graphs going forward will be using an index provided by NASDAQ OMX Global Indexes which is comparable to the NASDAQ Bank Stock Index. Please note, information for the NASDAQ Bank Stock Index is provided only from December 31, 2009 through December 31, 2014, the last day this data was available by our third-party provider.

 

 
3

 

 

Guaranty Federal Bancshares, Inc.

Selected Consolidated Financial and Other Data

 

The following tables include certain information concerning the financial position and results of operations of Guaranty Federal Bancshares, Inc. (including consolidated data from operations of Guaranty Bank) as of the dates indicated. Dollar amounts are expressed in thousands except per share data.

 

Summary Balance Sheets

 

As of December 31,

 
   

2014

   

2013

   

2012

   

2011

   

2010

 

ASSETS

                                       
                                         

Cash and cash equivalents

  $ 12,494     $ 12,303     $ 41,663     $ 26,574     $ 14,145  

Investments and interest-bearing deposits

    86,529       97,772       102,162       86,871       109,891  

Loans receivable, net

    487,801       465,003       468,376       482,664       504,665  

Accrued interest receivable

    2,030       1,853       2,055       2,139       2,670  

Prepaids and other assets

    11,421       14,204       16,703       18,051       18,982  

Foreclosed assets

    3,165       3,822       4,530       10,012       10,540  

Premises and equipment, net

    10,603       10,887       11,286       11,424       11,325  

Bank owned life insurance

    14,417       14,044       13,657       10,771       10,450  
    $ 628,460     $ 619,888     $ 660,432     $ 648,506     $ 682,668  

LIABILITIES

                                       

Deposits

  $ 479,818     $ 487,319     $ 500,015     $ 484,584     $ 480,694  

Federal Home Loan Bank and Federal Reserve Bank advances

    60,350       55,350       68,050       68,050       93,050  

Securities sold under agreements to repurchase

    10,000       10,000       25,000       25,000       39,750  

Subordinated debentures

    15,465       15,465       15,465       15,465       15,465  

Other liabilities

    1,350       1,399       1,034       1,172       1,668  
      566,983       569,533       609,564       594,271       630,627  
                                         

STOCKHOLDERS' EQUITY

    61,477       50,355       50,868       54,235       52,041  
    $ 628,460     $ 619,888     $ 660,432     $ 648,506     $ 682,668  

 

Supplemental Data

 

As of December 31,

 
   

2014

   

2013

   

2012

   

2011

   

2010

 

Number of full-service offices

    9       9       9       9       9  

Cash dividends per common share

  $ 0.15     $ -     $ -     $ -     $ -  

 

Summary Statements of Income

 

Years ended December 31,

 
   

2014

   

2013

   

2012

   

2011

   

2010

 
                                         

Interest income

  $ 25,014     $ 25,855     $ 27,606     $ 30,376     $ 32,331  

Interest expense

    4,329       5,097       6,858       9,611       14,806  

Net interest income

    20,685       20,758       20,748       20,765       17,525  

Provision for loan losses

    1,275       1,550       5,950       3,350       5,200  

Net interest income after provision for loan losses

    19,410       19,208       14,798       17,415       12,325  

Noninterest income

    3,418       5,319       3,256       4,485       4,279  

Noninterest expense

    15,819       17,657       16,241       17,361       15,530  

Income before income taxes

    7,009       6,870       1,813       4,539       1,074  

Provision (credit) for income taxes

    1,227       1,630       (131 )     703       (57 )
                                         

Net income

  $ 5,782     $ 5,240     $ 1,944     $ 3,836     $ 1,131  

Preferred stock dividends and discount accretion

    357       795       1,077       1,126       1,126  

Net income available to common shareholders

  $ 5,425     $ 4,445     $ 867     $ 2,710     $ 5  
                                         

Basic income per common share

  $ 1.35     $ 1.63     $ 0.32     $ 1.01     $ -  

Diluted income per common share

  $ 1.33     $ 1.58     $ 0.30     $ 1.01     $ -  

 

 
4

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

GENERAL

 

Guaranty Federal Bancshares, Inc. (the “Company”) is a Delaware corporation organized on December 30, 1997 that operates as a one-bank holding company. Guaranty Bank (the “Bank”) is a wholly-owned subsidiary of the Company.

 

The primary activity of the Company is to oversee its investment in the Bank. The Company engages in few other activities, and the Company has no significant assets other than its investment in the Bank. For this reason, unless otherwise specified, references to the Company include the operations of the Bank. The Company’s principal business consists of attracting deposits from the general public and using such deposits to originate multi-family, construction and commercial real estate loans, mortgage loans secured by one- to four-family residences, and consumer and business loans. The Company also uses these funds to purchase government sponsored mortgage-backed securities, US government and agency obligations, and other permissible securities. When cash outflows exceed inflows, the Company uses borrowings and brokered deposits as additional financing sources.

 

The Company derives revenues principally from interest earned on loans and investments and, to a lesser extent, from fees charged for services. General economic conditions and policies of the financial institution regulatory agencies, including the Missouri Division of Finance and the Federal Deposit Insurance Corporation (“FDIC”) significantly influence the Company’s operations. Interest rates on competing investments and general market interest rates influence the Company’s cost of funds. Lending activities are affected by the interest rates at which such financing may be offered. The Company intends to focus on commercial, one- to four-family residential and consumer lending throughout southwestern Missouri.

 

The Company has two active wholly-owned subsidiaries other than the Bank, its principal subsidiary: (i) Guaranty Statutory Trust I, a Delaware statutory trust; and (ii) Guaranty Statutory Trust II, a Delaware statutory trust and a third inactive subsidiary. These Trusts were formed in December 2005 for the exclusive purpose of issuing trust preferred securities to acquire junior subordinated debentures issued by the Company. The Company’s banking operation conducted through the Bank is the Company’s only reportable segment. See also the discussion contained in the section captioned “Segment Information” in Note 1 of the Notes to Consolidated Financial Statements in this report. The third subsidiary is a service corporation which has been inactive since February 1, 2003.

 

The discussion set forth below, and in any other portion of this report, may contain forward-looking statements. Such statements are based upon the information currently available to management of the Company and management’s perception thereof as of the date of this report. When used in this document, words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Such statements are subject to risks and uncertainties. Actual results of the Company’s operations could materially differ from those forward-looking comments. The differences could be caused by a number of factors or combination of factors including, but not limited to: changes in demand for banking services; changes in portfolio composition; changes in management strategy; increased competition from both bank and non-bank companies; changes in the general level of interest rates; and other factors set forth in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time including the risk factors of the Company set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

 

FINANCIAL CONDITION

 

From December 31, 2013 to December 31, 2014, the Company’s total assets increased $8,571,509 (1%) to $628,459,644, liabilities decreased $2,550,105 (less than 1%) to $566,982,797, and stockholders' equity increased $11,121,614 (22%) to $61,476,847. The ratio of stockholders’ equity to total assets increased to 9.8% during this period, compared to 8.1% as of December 31, 2013.

 

From December 31, 2013 to December 31, 2014, available-for-sale securities decreased $11,224,700 (11%), primarily due to purchases of $40,823,180 offset by sales, maturities and principal payments received of $54,608,993. The Company’s unrealized loss decreased from $3,978,171 at December 31, 2013 to $711,779 at December 31, 2014.

 

Stock of the Federal Home Loan Bank of Des Moines (“FHLB”) increased by $271,800 (9%) to $3,156,900 due to the purchase of stock necessary to meet the FHLB borrowing requirements.  

 

From December 31, 2013 to December 31, 2014, net loans receivable increased by $22,206,782 (5%) to $486,586,696. Permanent loans secured by commercial real estate increased $36,525,621 (20%) primarily secured by owner occupied retail and low-income housing projects. Construction loans decreased $6,481,546 (15%) due to a few larger credits being completed and transferred to the commercial real estate category. Permanent multi-family loans decreased $12,402,475 (27%) due primarily to the expected payoff of one large credit, Also, commercial loans decreased $607,567 (1%) which was due to various expected payoffs and principal reductions, Loans secured by both owner and non-owner occupied one to four unit residential real estate increased $4,103,164 (4%) and installment loans decreased $56,955 (less than 1%).

 

 
5

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

As of December 31, 2014, management identified loans totaling $5,381,000 as impaired with a related allowance for loan losses of $784,000. Impaired loans decreased by $10,790,000 during 2014, compared to the balance of $16,171,000 at December 31, 2013.

 

From December 31, 2013 to December 31, 2014, the allowance for loan losses decreased $1,213,003 to $6,588,597. In addition to the provision for loan loss of $1,275,000 recorded by the Company during the year ended December 31, 2014, loan charge-offs of specific loans (classified as nonperforming at December 31, 2013) exceeded recoveries by $2,488,003 for the year ended December 31, 2014. The Company’s increase in overall loan balances during 2014 has increased the general component of the allowance for loan loss reserve requirements. However, the overall reserve decreased as a result of charge-offs of specific reserves established on nonperforming loans.  The allowance for loan losses, as a percentage of gross loans outstanding (excluding mortgage loans held for sale), as of December 31, 2014 and December 31, 2013 was 1.34% and 1.65%, respectively. The allowance for loan losses, as a percentage of nonperforming loans outstanding, as of December 31, 2014 and December 31, 2013 was 124.5% and 49.2%, respectively. Management believes the allowance for loan losses is at a level to be sufficient in providing for potential loan losses in the Bank’s existing loan portfolio.

 

As of December 31, 2014, foreclosed assets held for sale consisted primarily of one commercial development in northwest Arkansas of $1.6 million and one commercial property located in Springfield, Missouri of $759,000.

 

From December 31, 2013 to December 31, 2014, deposits decreased $7,500,657 (2%) to $479,818,282. During this period, checking and savings transaction balances decreased by $4,908,937 and certificates of deposit declined $2,591,720. The decline in transactional balances is primarily due to the temporary reduction in the balance of one commercial depositor offset by significant growth in retail checking and public fund deposits. The Company has continued its strong efforts to grow core transaction deposits, both retail and commercial.

 

Federal Home Loan Bank and Federal Reserve Bank advances increased $5,000,000 (9%) from $55,350,000 as of December 31, 2013 to $60,350,000 as of December 31, 2014. During 2014, the Company utilized Federal Home Loan Bank advances to fund a portion of its loan growth due to the cost effectiveness of those borrowings. Going forward, the Company will continue to utilize advances to fund a portion of its organic loan growth.

 

From December 31, 2013 to December 31, 2014, stockholders’ equity (including unrealized depreciation on available-for-sale securities, net of tax) increased $11,121,614 (22%) to $61,476,847. This increase was due to several factors. First, in an underwritten offering of its common stock, the Company raised approximately $17,200,000 in gross proceeds by selling 1,499,999 shares of its treasury stock. The Company utilized approximately $12.0 million of the net proceeds to redeem the remaining 12,000 shares of its Series A Preferred Stock on May 7, 2014. Second, equity increased due to the Company’s net income after preferred stock dividends and accretion of $5,425,486 and the elimination of such dividend obligations after May 7. Finally, as a result of changes in market interest rates, the Company experienced an improvement in the value of its investment portfolio. The equity portion of the Company’s unrealized losses on available-for-sale securities improved by $2,057,827 during 2014. On a per common share basis, stockholders’ equity increased from $14.04 as of December 31, 2013 to $14.30 as of December 31, 2014.

 

AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS

 

The following table shows the balances as of December 31, 2014 of various categories of interest-earning assets and interest-bearing liabilities and the corresponding yields and costs, and, for the periods indicated: (1) the average balances of various categories of interest-earning assets and interest-bearing liabilities, (2) the total interest earned or paid thereon, and (3) the resulting weighted average yields and costs. In addition, the table shows the Company’s rate spreads and net yields. Average balances are based on daily balances. Tax-free income is not material; accordingly, interest income and related average yields have not been calculated on a tax equivalent basis. Average loan balances include non-accrual loans. Dollar amounts are expressed in thousands.

 

 
6

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

   

As of

   

Year Ended

   

Year Ended

   

Year Ended

 
   

December 31, 2014

   

December 31, 2014

   

December 31, 2013

   

December 31, 2012

 
                                                                                         
                                                                                         
   

Balance

   

Yield /

Cost

   

Average Balance

   

Interest

   

Yield /

Cost

   

Average Balance

   

Interest

   

Yield /

Cost

   

Average Balance

   

Interest

   

Yield /

Cost

 

ASSETS

                                                                                       

Interest-earning:

                                                                                       

Loans

  $ 494,390       5.09 %   $ 465,874     $ 23,255       4.99 %   $ 465,796     $ 23,885       5.13 %   $ 479,699     $ 25,667       5.35 %

Investment securities

    86,529       1.64 %     99,887       1,627       1.63 %     107,706       1,795       1.67 %     97,230       1,756       1.81 %

Other assets

    12,105       0.12 %     23,487       132       0.56 %     30,556       175       0.57 %     30,832       183       0.59 %

Total interest-earning

    593,024       4.48 %     589,248       25,014       4.25 %     604,058       25,855       4.28 %     607,761       27,606       4.54 %

Noninterest-earning

    35,436               36,036                       37,730                       43,985                  
    $ 628,460             $ 625,284                     $ 641,788                     $ 651,746                  
                                                                                         

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 

Interest-bearing:

                                                                                       

Savings accounts

  $ 23,619       0.20 %   $ 24,366     $ 49       0.20 %   $ 24,022     $ 54       0.22 %   $ 22,317     $ 81       0.36 %

Transaction accounts

    283,509       0.40 %     289,175       1,242       0.43 %     296,019       1,521       0.51 %     274,703       2,012       0.73 %

Certificates of deposit

    120,982       0.91 %     121,344       1,038       0.86 %     135,871       1,284       0.95 %     151,765       1,983       1.31 %

FHLB and Federal Reserve advances

    60,350       1.99 %     53,865       1,202       2.23 %     56,168       1,295       2.31 %     68,055       1,544       2.27 %

Subordinated debentures

    15,465       3.43 %     15,465       533       3.45 %     15,465       537       3.47 %     15,465       556       3.60 %

Repurchase agreements

    10,000       2.61 %     10,000       265       2.65 %     15,301       406       2.65 %     25,000       682       2.73 %

Total interest-bearing

    513,925       0.83 %     514,215       4,329       0.84 %     542,846       5,097       0.94 %     557,305       6,858       1.23 %

Noninterest-bearing

    53,058               51,277                       48,280                       41,356                  

Total liabilities

    566,983               565,492                       591,126                       598,661                  

Stockholders' equity

    61,477               59,792                       50,662                       53,085                  
    $ 628,460             $ 625,284                     $ 641,788                     $ 651,746                  

Net earning balance

  $ 79,099             $ 75,033                     $ 61,212                     $ 50,456                  

Earning yield less costing rate

            3.65 %                     3.40 %                     3.34 %                     3.31 %

Net interest income, and net yield spread on interest-earning assets

                          $ 20,685       3.51 %           $ 20,758       3.44 %           $ 20,748       3.41 %

Ratio of interest-earning assets to interest-bearing liabilities

    115 %             115 %                     111 %                     109 %                

 
7

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following table sets forth information regarding changes in interest income and interest expense for the periods indicated resulting from changes in average balances and average rates shown in the previous table. For each category of interest-earning assets and interest-bearing liabilities information is provided with respect to changes attributable to: (i) changes in balance (change in balance multiplied by the old rate), (ii) changes in interest rates (change in rate multiplied by the old balance); and (iii) the combined effect of changes in balance and interest rates (change in balance multiplied by change in rate). Dollar amounts are expressed in thousands.

 

   

Year ended

   

Year ended

 
   

December 31, 2014 versus December 31, 2013

   

December 31, 2013 versus December 31, 2012

 
                                                 
   

Average

Balance

   

Interest

Rate

   

Rate &

Balance

   

Total

   

Average

Balance

   

Interest

Rate

   

Rate &

Balance

   

Total

 

Interest income:

                                                               

Loans

  $ 4     $ (634 )   $ -     $ (630 )   $ (744 )   $ (1,069 )   $ 31     $ (1,782 )

Investment securities

    (130 )     (41 )     3       (168 )     189       (135 )     (15 )     39  

Other assets

    (41 )     (3 )     1       (43 )     (1 )     (6 )     -       (7 )

Net change in interest income

    (167 )     (678 )     4       (841 )     (556 )     (1,210 )     16       (1,750 )
                                                                 

Interest expense:

                                                               

Savings accounts

    1       (6 )     -       (5 )     6       (31 )     (2 )     (27 )

Transaction accounts

    (35 )     (249 )     6       (278 )     156       (601 )     (47 )     (492 )

Certificates of deposit

    (137 )     (122 )     13       (246 )     (208 )     (549 )     57       (700 )

FHLB advances

    (53 )     (41 )     2       (92 )     (270 )     27       (4 )     (247 )

Subordinated debentures

    -       (4 )     -       (4 )     -       (19 )     -       (19 )

Repurchase agreements

    (141 )     (1 )     -       (142 )     (264 )     (20 )     8       (276 )

Net change in interest expense

    (365 )     (423 )     21       (767 )     (580 )     (1,193 )     12       (1,761 )

Change in net interest income

  $ 198     $ (255 )   $ (17 )   $ (74 )   $ 24     $ (17 )   $ 4     $ 11  

 

 

RESULTS OF OPERATIONS - COMPARISON OF YEAR ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013

 

   

Average for the Year Shown

 
   

Prime

   

Ten-Year

Treasury

   

One-Year

Treasury

 

December 31, 2014

    3.25 %     2.54 %     0.12 %

December 31, 2013

    3.25 %     2.35 %     0.13 %

Change in rates

    0.00 %     0.19 %     -0.01 %

 

Interest Rates. The Bank charges borrowers and pays depositors interest rates that are largely a function of the general level of interest rates. The above table sets forth the weekly average interest rates for the 52 weeks ending December 31, 2014 and December 31, 2013 as reported by the Federal Reserve. The Bank typically indexes its adjustable rate commercial loans to prime and its adjustable rate mortgage loans to the one-year treasury rate. The ten-year treasury rate is a proxy for 30-year fixed rate home mortgage loans.

 

Rates were steady and remained low for 2014 as the Federal Reserve Open Market Committee (“FOMC”) left the discount rate at 25 basis points. As of December 31, 2014, the prime rate was 3.25% and unchanged from December 31, 2013.

 

Interest Income. Total interest income decreased $841,184 (3%). The average balance of interest-earning assets decreased $14,810,000 (2%) while the yield on average interest earning assets decreased 3 basis points to 4.25%.

 

 
8

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Interest on loans decreased $630,791 (3%) and the average loan receivable balance increased $78,000 (less than 1%) while the average yield decreased 14 basis points to 4.99%. Strong competition is causing a reduction in rates for new credits and to maintain existing credit relationships.

 

Interest Expense. Total interest expense decreased $768,189 (15%) as the average balance of interest-bearing liabilities decreased $28,631,000 (5%) while the average cost of interest-bearing liabilities decreased 10 basis points to 0.84%.

 

Interest expense on deposits decreased $530,508 (19%) during 2014 as the average balance of interest bearing deposits decreased $21,027,000 (5%) and the average interest rate paid to depositors decreased 9 basis points to 0.54%. The primary reason for the decrease in the average cost of interest bearing deposits was the continued decline in higher cost certificates of deposits as well as reductions in the average rate paid on transaction deposit balances.

 

Net Interest Income. The Company’s net interest income decreased $72,995 (less than 1%). During the year ended December 31, 2014, the average balance of interest-earning assets exceeded the average balance of interest-bearing liabilities by $75,033,000, resulting in an increase in the average net earning balance of $13,821,000 (23%). In addition, the Company’s spread between the average yield on interest-earning assets and the average cost of interest-bearing liabilities increased by 6 basis points from 3.34% to 3.40%.

 

Provision for Loan Losses. Provisions for loan losses are charged or credited to earnings to bring the total allowance for loan losses to a level considered adequate by the Company to provide for potential loan losses in the existing loan portfolio. When making its assessment, the Company considers prior loss experience, volume and type of lending, local banking trends and impaired and past due loans in the Company’s loan portfolio. In addition, the Company considers general economic conditions and other factors related to collectability of the Company’s loan portfolio.

 

Based on its internal analysis and methodology, management recorded a provision for loan losses of $1,275,000 and $1,550,000 for the years ended December 31, 2014 and 2013, respectively.

 

Generally, the overall decrease in the provision for loan losses for the year presented has resulted primarily from declining historic loss rates, which are used to calculate the reserve for the homogenous pool of loans. The Company has also experienced lower reserve requirements on newly classified nonperforming credits during the year. The Bank will continue to monitor its allowance for loan losses and make future additions based on economic and regulatory conditions. Management may need to increase the allowance for loan losses through charges to the provision for loan losses if anticipated growth in the Bank’s loan portfolio increases or other circumstances warrant. See further discussions of the allowance for loan losses under “Financial Condition”.    

 

Non-Interest Income. Non-interest income decreased $1,901,007 (36%) which was primarily due to the Company recognizing $1.4 million in gains on the sale of certain tax credit assets in conjunction with a structured transaction to prepay a $15 million repurchase agreement during the year ended December 31, 2013.

 

Gains on sales of loans declined $462,715 (32%). This was primarily due to long-term interest rates increasing significantly during 2013 and into the first quarter of 2014 which dramatically reduced consumer demand for long-term secondary market mortgage loans throughout 2014.

 

Non-Interest Expense. Non-interest expense decreased $1,838,458 (10%). This decrease was primarily due to a $1.5 million prepayment penalty incurred on the prepayment of a repurchase agreement (further discussed above).

 

Salaries and employee benefits decreased $163,436 (2%) due to a decline in the overall number of staff compared to the prior year periods and a decline in mortgage commissions from reduced mortgage volume.

 

FDIC deposit insurance premiums decreased $113,488 (20%). This decrease in FDIC deposit insurance premiums was primarily due to the overall decline in the total assessment base.

 

 
9

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Income Taxes. The decrease in income tax expense is a direct result of the Company’s decrease in taxable income for the year ended December 31, 2014 compared to the year ended December 31, 2013. Furthermore, the actual effective tax rate (based on income before income taxes) also declined from the increased utilization of state low income housing tax credits.

 

Cash Dividends Paid. The Company paid dividends of $0.05 per share on July 18, 2014 to stockholders of record as of July 7, 2014, and $0.05 per share on October 17, 2014, to stockholders of record as of October 6, 2014, and also declared a cash dividend of $0.05 per share on December 18, 2014, which was paid on January 16, 2015, to stockholders of record on January 5, 2015. During 2014 and 2013, the Company also paid $413,000 and $600,000, respectively, in dividends on its preferred stock.

 

RESULTS OF OPERATIONS - COMPARISON OF YEAR ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012

 

   

Average for the Year Shown

 
   

Prime

   

Ten-Year

Treasury

   

One-Year

Treasury  

 

December 31, 2013

    3.25 %     2.35 %     0.13 %

December 31, 2012

    3.25 %     1.80 %     0.17 %

Change in rates

    0.00 %     0.55 %     -0.04 %

 

Interest Rates. The Bank charges borrowers and pays depositors interest rates that are largely a function of the general level of interest rates. The above table sets forth the weekly average interest rates for the 52 weeks ending December 31, 2013 and December 31, 2012 as reported by the Federal Reserve. The Bank typically indexes its adjustable rate commercial loans to prime and its adjustable rate mortgage loans to the one-year treasury rate. The ten-year treasury rate is a proxy for 30-year fixed rate home mortgage loans.

 

Rates were steady and remained low for 2013 as the Federal Reserve Open Market Committee (“FOMC”) left the discount rate at 25 basis points. As of December 31, 2013, the prime rate was 3.25% and unchanged from December 31, 2012.

 

Interest Income. Total interest income decreased $1,750,302 (6%). The average balance of interest-earning assets decreased $3,703,000 (1%) while the yield on average interest earning assets decreased 26 basis points to 4.28%.

 

Interest on loans decreased $1,780,954 (7%) and the average loan receivable balance decreased $13,903,000 (3%) while the average yield decreased 22 basis points to 5.13%. The Company’s decrease in the average yield on interest earning assets was primarily due to the decline in loan balances. Also, strong competition is causing a reduction in rates for new credits as well as maintaining existing credit relationships.

 

Interest Expense. Total interest expense decreased $1,760,521 (26%) as the average balance of interest-bearing liabilities decreased $14,467,000 (3%) while the average cost of interest-bearing liabilities decreased 29 basis points to 0.94%.

 

Interest expense on deposits decreased $1,216,596 (30%) during 2013 as the average balance of interest bearing deposits increased $7,127,000 (2%) and the average interest rate paid to depositors decreased 28 basis points to 0.63%. The primary reason for the significant decrease in the average cost of interest bearing deposits was the continued decline in higher cost certificates of deposits as well as reductions in the average rate paid on transaction deposit balances. Also, the Company reduced FHLB advances and securities sold under agreements to repurchase during 2013. As a result, interest expense on these borrowings decreased $524,944 (24%).

 

Net Interest Income. The Company’s net interest income increased $10,219 (less than 1%). During the year ended December 31, 2013, the average balance of interest-earning assets exceeded the average balance of interest-bearing liabilities by $61,220,000, resulting in a increase in the average net earning balance of $10,764,000 (21%). In addition, the Company’s spread between the average yield on interest-earning assets and the average cost of interest-bearing liabilities increased by 3 basis points from 3.31% to 3.34%.

 

 
10

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Provision for Loan Losses. Provisions for loan losses are charged or credited to earnings to bring the total allowance for loan losses to a level considered adequate by the Company to provide for potential loan losses in the existing loan portfolio. When making its assessment, the Company considers prior loss experience, volume and type of lending, local banking trends and impaired and past due loans in the Company’s loan portfolio. In addition, the Company considers general economic conditions and other factors related to collectability of the Company’s loan portfolio.

 

Based on its internal analysis and methodology, management recorded a provision for loan losses of $1,550,000 and $5,950,000 for the years ended December 31, 2013 and 2012, respectively. The provision for the 2012 periods relates to additional reserves determined necessary on a large loan relationship in which a fraud scheme was uncovered. This fraud scheme related to the borrower’s investment portfolio that was a significant portion of the collateral securing the credits as well as providing liquidity to operate other business ventures of the borrower in which the Company had a security interest.

 

Generally, the overall decrease in the provision for loan losses for the year presented has resulted primarily from declining historic loss rates, which are used to calculate the reserve for the homogenous pool of loans, and an overall decrease in the loan portfolio. The Company has also experienced lower reserve requirements on newly classified nonperforming credits during 2013. The Bank will continue to monitor its allowance for loan losses and make future additions based on economic and regulatory conditions. Management of the Company may need to increase the allowance for loan losses through charges to the provision for loan losses if anticipated growth in the Bank’s loan portfolio increases or other circumstances warrant. See further discussions of the allowance for loan losses under “Financial Condition”.    

 

Although the Bank maintains its allowance for loan losses at a level which it considers to be sufficient to provide for potential loan losses in its existing loan portfolio, there can be no assurance that future loan losses will not exceed internal estimates.  In addition, the amount of the allowance for loan losses is subject to review by regulatory agencies which can order the establishment of additional loan loss provisions.

 

Non-Interest Income. Non-interest income increased $2,063,800 (63%) primarily due to reductions in losses recognized on foreclosed assets held for sale of $1.1 million and an increase in gains on tax credit assets of $1.2 million. The Company receives federal and state tax credits in connection with purchases of investments in low-income housing limited partnerships and utilizes them to reduce annual income taxes due. The Company’s investment strategy is to utilize these credits to reduce annual income taxes due and only consider a sale of the tax credits in special circumstances. Tax credits sold during 2013 were executed in connection with a prepayment of a repurchase agreement further discussed below. Also, gains on sales of fixed-rate mortgage loans were $1,444,318 for 2013, compared to $1,884,923 for 2012 was due to a decrease in volume associated with the increased mortgage rates on these loans.

 

Non-Interest Expense. Non-interest expense increased $1,416,271 (9%). This increase was primarily due to a $1.5 million prepayment penalty incurred on the prepayment of a repurchase agreement in May 2013.

 

Salaries and employee benefits decreased $189,123 (2%). The overall staff decreased from 173 full-time equivalent employees as of December 31, 2012 to 164 full-time equivalent employees as of December 31, 2013.

 

FDIC deposit insurance premiums decreased $126,600 (18%). This decrease in FDIC deposit insurance premiums was primarily due to the change in the Company’s assessment base and rate structure that went into effect in 2012.

 

Income Taxes. The increase in income tax expense is a direct result of the Company’s increase in taxable income for the year ended December 31, 2013 compared to the year ended December 31, 2012.

 

Cash Dividends Paid. The Company did not pay dividends on its common shares during 2013 and 2012. During 2013 and 2012, the Company paid $600,000 and $744,444, respectively, in dividends on its preferred stock.    

 

 
11

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

ASSET / LIABILITY MANAGEMENT

 

The responsibility of managing and executing the Bank’s Asset Liability Policy falls to the Bank’s Asset/ Liability Committee (ALCO.) ALCO seeks to manage interest rate risk so as to capture the highest net interest income, and to stabilize that net interest income, through changing interest rate environments. Management attempts to position the Bank’s instrument repricing characteristics in line with probable rate movements in order to minimize the impact of changing interest rates on the Bank’s net interest income. Since the relative spread between financial assets and liabilities is constantly changing, the Bank’s current net interest income may not be an indication of future net interest income.

 

The Bank has continued to emphasize the origination of commercial business, home equity, consumer and adjustable-rate, one- to four-family residential loans while originating fixed-rate, one- to four-family residential loans primarily for immediate resale in the secondary market. Management continually monitors the loan portfolio for the purpose of product diversification and over concentration.

 

The Bank constantly monitors its deposits in an effort to prohibit them from adversely impacting the Bank’s interest rate sensitivity. Rates of interest paid on deposits at the Bank are priced competitively in order to meet the Bank’s asset/liability management objectives and spread requirements. As of December 31, 2014 and 2013, the Bank’s savings accounts, checking accounts, and money market deposit accounts totaled $358,836,495 or 75% of its total deposits and $363,745,433 or 75% of total deposits, respectively. The weighted average rate paid on these accounts decreased 4 basis points from 0.36% on December 31, 2013 to 0.32% on December 31, 2014 primarily due to the Bank’s efforts to reprice its retail and business accounts during 2014.

 

INTEREST RATE SENSITIVITY ANALYSIS

 

The following tables set forth as of December 31, 2014 and 2013, management’s estimates of the projected changes in Economic Value of Equity (“EVE”) in the event of instantaneous and permanent increases and decreases in market interest rates. Dollar amounts are expressed in thousands.

 

12/31/2014

                                       
                                         

BP Change

 

Estimated Net Portfolio Value

   

NPV as % of PV of Assets

 

in Rates

 

$ Amount

   

$ Change

   

% Change

   

NPV Ratio

   

Change

 

+200

  $ 64,209     $ (325 )     -1 %     10.39 %     0.20 %

+100

    64,590       56       0 %     10.33 %     0.13 %

 NC

    64,534       -       0 %     10.19 %     0.00 %

-100

    62,667       (1,867 )     -3 %     9.80 %     -0.39 %

-200

    67,890       3,356       5 %     10.53 %     0.34 %

 

 

12/31/2013

                                       
                                         

BP Change

 

Estimated Net Portfolio Value

   

NPV as % of PV of Assets

 

in Rates

 

$ Amount

   

$ Change

   

% Change

   

NPV Ratio

   

Change

 

+200

  $ 59,083     $ (4,135 )     -7 %     9.89 %     -0.28 %

+100

    60,766       (2,452 )     -4 %     9.99 %     -0.19 %

 NC

    63,218       -       0 %     10.18 %     0.00 %

-100

    65,226       2,008       3 %     10.26 %     0.09 %

-200

    69,496       6,277       10 %     10.69 %     0.52 %

 

Computations of prospective effects of hypothetical interest rate changes are based on an internally generated model using actual maturity and repricing schedules for the Bank’s loans and deposits, and are based on numerous assumptions, including relative levels of market interest rates, loan repayments and deposit run-offs, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Bank may undertake in response to changes in interest rates. All EVE and earnings projections are based on a point in time static balance sheet.

 

 
12

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management cannot predict future interest rates or their effect on the Bank’s EVE in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of EVE. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates. Additionally, certain assets, such as floating-rate loans, which represent the Bank’s primary loan product, have an initial fixed rate period typically from one to five years and over the remaining life of the asset changes in the interest rate are restricted. In addition, the proportion of adjustable-rate loans in the Bank’s loan portfolio could decrease in future periods due to refinancing activity if market interest rates remain constant or decrease in the future. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in the table. Finally, the ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.

 

The Bank’s Board of Directors is responsible for reviewing the Bank’s asset and liability policies. The Bank’s management is responsible for administering the policies and determinations of the Board of Directors with respect to the Bank’s asset and liability goals and strategies. Management expects that the Bank’s asset and liability policies and strategies will continue as described above so long as competitive and regulatory conditions in the financial institution industry and market interest rates continue as they have in recent years.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Liquidity refers to the ability to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows the Company to have sufficient funds available for customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. The Company’s primary sources of liquidity include cash and cash equivalents, customer deposits and FHLB borrowings. The Company also has established borrowing lines available from the Federal Reserve Bank which is considered a secondary source of funds.

 

The Company’s most liquid assets are cash and cash equivalents, which are cash on hand, amounts due from financial institutions, and certificates of deposit with other financial institutions that have an original maturity of three months or less. The levels of such assets are dependent on the Bank’s operating, financing, and investment activities at any given time. The Company’s cash and cash equivalents totaled $12,493,890 as of December 31, 2014 and $12,303,200 as of December 31, 2013, representing an increase of $190,690. The variations in levels of cash and cash equivalents are influenced by deposit flows and anticipated future deposit flows, which are subject to, and influenced by, many factors. The Bank has $68,235,265 in certificates of deposit that are scheduled to mature in one year or less. Management anticipates that the majority of these certificates will renew in the normal course of operations. Based on existing collateral as well as the FHLB’s limitation of advances to 35% of assets, the Bank has the ability to borrow an additional $95,764,000 from the FHLB, as of December 31, 2014. Based on existing collateral, the Bank has the ability to borrow $28,990,000 from the Federal Reserve Bank as of December 31, 2014. The Bank plans to maintain its FHLB and Federal Reserve Bank borrowings to a level that will provide a borrowing capacity sufficient to provide for contingencies. Management has many policies and controls in place to attempt to manage the appropriate level of liquidity.

 

The Company’s Tier 1 capital position of $76,927,000 is 12.3% of average assets as of December 31, 2014. The Company has an excess of $51,907,000, $55,999,000, and $41,607,000 of required regulatory levels of tangible, core, and risk-based capital, respectively. In addition, under current regulatory guidelines, the Bank is classified as well capitalized. See also additional information provided under the caption “Regulatory Matters” in Note 1 of the Notes to Consolidated Financial Statements.

 

On March 7, 2014, the Company closed an underwritten offering of its common stock. The Company raised approximately $17.2 million in gross proceeds by issuing 1,499,999 shares of its common stock, which includes the full exercise of the over-allotment option granted to the underwriters of 195,652 shares, at a price to the public of $11.50 per share. Net proceeds from the sale of the shares after underwriting discounts and offering expenses were approximately $15.8 million. The Company used the net proceeds from the offering (i) to redeem the remaining 12,000 shares of the Company’s Series A Preferred Stock and (ii) for working capital and for general corporate purposes, including potential future acquisitions.

 

 
13

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Various commitments and contingent liabilities arise in the normal course of business, which are not required to be recorded on the balance sheet. The most significant of these are loan commitments, lines of credit and standby letters of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. As of December 31, 2014 and 2013, the Bank had outstanding commitments to originate loans of approximately $2,483,000 and $3,545,000, respectively. Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. As of December 31, 2014 and 2013, unused lines of credit to borrowers aggregated approximately $47,599,000 and $42,518,000 for commercial lines and $13,859,000 and $14,517,000 for open-end consumer lines. Since a portion of the loan commitment and line of credit may expire without being drawn upon, the total unused commitments and lines do not necessarily represent future cash requirements.

 

Standby letters of credit are irrevocable conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. The Bank had total outstanding standby letters of credit amounting to $15,965,000 and $12,649,000 as of December 31, 2014 and 2013, respectively. The commitments extend over varying periods of time.

 

In connection with the Company’s issuance of the Trust Preferred Securities and pursuant to two guarantee agreements by and between the Company and Wilmington Trust Company, the Company issued a limited, irrevocable guarantee of the obligations of each Trust under the Trust Preferred Securities whereby the Company has guaranteed any and all payment obligations of the Trusts related to the Trust Preferred Securities including distributions on, and the liquidation or redemption price of, the Trust Preferred Securities to the extent each Trust does not have funds available.

 

AGGREGATE CONTRACTUAL OBLIGATIONS

 

The following table summarizes the Company’s fixed and determinable contractual obligations by payment date as of December 31, 2014. Dollar amounts are expressed in thousands.

 

Payments Due By Period

 
                                         
           

One Year

   

One to

   

Three to

   

More than

 

Contractual Obligations

 

Total

   

or less

   

Three Years

   

Five Years

   

Five Years

 
                                         

Deposits without stated maturity

  $ 358,836     $ 358,836     $ -     $ -     $ -  

Time and brokered certificates of deposit

    120,982       68,235       39,698       9,932       3,117  

Other borrowings

    10,000       -       -       10,000       -  

FHLB and Federal Reserve advances

    60,350       8,250       -       52,100       -  

Subordinated debentures

    15,465       -       -       -       15,465  

Operating leases

    289       129       117       43       -  

Purchase obligations

    -       -       -       -       -  

Other long term obligations

    330       330       -       -       -  

Total

  $ 566,252     $ 435,780     $ 39,815     $ 72,075     $ 18,582  

  

IMPACT OF INFLATION AND CHANGING PRICES

 

The Company prepared the consolidated financial statements and related data presented herein in accordance with accounting principles generally accepted in the United States of America which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

 

 
14

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Unlike most companies, the assets and liabilities of a financial institution are primarily monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation. In the current interest rate environment, liquidity and the maturity structure of the Bank’s assets and liabilities are critical to the maintenance of acceptable performance levels.

 

CRITICAL ACCOUNTING POLICIES

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. On an on-going basis, management evaluates its estimates and judgments.

 

Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates. If actual results are different than management’s judgments and estimates, the Company’s financial results could change, and such change could be material to the Company.

 

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and fair values. In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties.

 

The Company has identified the accounting policies for the allowance for loan losses and related significant estimates and judgments as critical to its business operations and the understanding of its results of operations. For a detailed discussion on the application of these significant estimates and judgments and our accounting policies, also see Note 1 of the Notes to Consolidated Financial Statements in this report.

 

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

 

       In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-01 to amend FASB ASC Topic 323, Investments – Equity Method and Joint Ventures. The objective of this update is to provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments in the update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The update was effective for the Company beginning January 1, 2015. The Company does have significant investments in such qualified affordable housing projects and is currently reviewing the provisions of this update to determine what, if any, impacts it may have on the Company’s financial position or results of operations. The Company expects that there will be no material impact on the Company’s financial position or results of operations, except that the investment expense which is currently included in Other Non-interest Expense in the Consolidated Statements of Income would be removed from Other Non-interest Expense and included in Provision for Income Taxes in the Consolidated Statements of Income. This would have the effect of reducing Non-interest Expense and increasing Provision for Income Taxes, but is not expected to have any impact on Net Income.

 

 
15

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

In January 2014, the FASB issued ASU No. 2014-04 to amend FASB ASC Topic 310, Receivables – Troubled Debt Restructurings by Creditors. The objective of the amendments in this update is to reduce diversity by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amendments in this update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The update was effective for the Company beginning January 1, 2015, and the Company does not anticipate that the update will have a material impact on the Company’s financial position or results of operations.

 

In June 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU provides a framework that replaces the existing revenue recognition guidance and is effective for annual periods and interim periods within that reporting period beginning after December 15, 2016, for public entities. Early adoption is not permitted. The Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.

 

In June 2014, the FASB issued ASU No, 2014-11, Transfers and Servicing (Topic 860) Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. This ASU changes the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Additionally, for repurchase financing arrangements, the amendments of this ASU require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The requirements were effective for public entities for the first interim or annual period beginning after December 15, 2014. The disclosure of certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and the disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as securities borrowings is required to be presented for annual periods beginning after December 15, 2014. The Company’s adoption of ASU No. 2014-01 is not expected to have a significant impact on its consolidated financial statements.

 

 
16

 

 

Guaranty Federal Bancshares, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

SUMMARY OF UNAUDITED QUARTERLY OPERATING RESULTS

 

   

Year Ended December 31, 2014, Quarter ended

 
   

Mar-14

   

Jun-14

   

Sep-14

   

Dec-14

 

Interest income

  $ 6,360,064     $ 6,037,583     $ 6,147,059     $ 6,469,608  

Interest expense

    1,100,897       1,060,346       1,086,163       1,081,899  

Net interest income

    5,259,167       4,977,237       5,060,896       5,387,709  

Provision for loan losses

    200,000       325,000       450,000       300,000  

Gain on loans and investment securities

    188,666       258,270       248,413       320,417  

Other noninterest income, net

    629,027       604,225       618,972       550,474  

Noninterest expense

    4,344,604       3,882,983       3,851,068       3,740,093  

Income before income taxes

    1,532,256       1,631,749       1,627,213       2,218,507  

Provision for income taxes

    230,830       293,066       266,730       436,403  

Net income

    1,301,426       1,338,683       1,360,483       1,782,104  

Preferred stock dividends and discount accretion

    246,210       111,000       -       -  

Net income available to common shareholders

  $ 1,055,216     $ 1,227,683     $ 1,360,483     $ 1,782,104  

Basic income per common share

  $ 0.33     $ 0.29     $ 0.32     $ 0.41  

Diluted income per common share

  $ 0.33     $ 0.28     $ 0.31     $ 0.41  

 

 

   

Year Ended December 31, 2013, Quarter ended

 
   

Mar-13

   

Jun-13

   

Sep-13

   

Dec-13

 

Interest income

  $ 6,419,421     $ 6,467,020     $ 6,349,895     $ 6,619,162  

Interest expense

    1,428,154       1,281,353       1,229,708       1,158,279  

Net interest income

    4,991,267       5,185,667       5,120,187       5,460,883  

Provision for loan losses

    400,000       250,000       200,000       700,000  

Gain on loans and investment securities

    520,734       708,268       276,359       158,802  

Other noninterest income, net

    499,034       1,976,276       599,739       580,259  

Noninterest expense

    4,425,600       5,532,337       4,010,452       3,688,817  

Income before income taxes

    1,185,435       2,087,874       1,785,833       1,811,127  

Provision for income taxes

    232,782       520,134       439,847       437,799  

Net income

    952,653       1,567,740       1,345,986       1,373,328  

Preferred stock dividends and discount accretion

    198,630       198,630       198,630       198,630  

Net income available to common shareholders

  $ 754,023     $ 1,369,110     $ 1,147,356     $ 1,174,698  

Basic income per common share

  $ 0.28     $ 0.50     $ 0.42     $ 0.43  

Diluted income per common share

  $ 0.25     $ 0.49     $ 0.41     $ 0.42  

 

 
17

 

 

Guaranty Federal Bancshares, Inc.

Consolidated Balance Sheets

December 31, 2014 and 2013

 

   

December 31,

   

December 31,

 
   

2014

   

2013

 

ASSETS

               
                 

Cash and due from banks

  $ 3,604,316     $ 3,453,032  

Interest-bearing deposits in other financial institutions

    8,889,574       8,850,168  

Cash and cash equivalents

    12,493,890       12,303,200  

Available-for-sale securities

    86,467,985       97,692,685  

Held-to-maturity securities

    60,993       79,162  

Stock in Federal Home Loan Bank, at cost

    3,156,900       2,885,100  

Mortgage loans held for sale

    1,214,632       623,432  

Loans receivable, net of allowance for loan losses at December 31, 2014 and 2013 - $6,588,597 and $7,801,600, respectively

    486,586,636       464,379,854  

Accrued interest receivable:

               

Loans

    1,704,374       1,462,881  

Investments and interest-bearing deposits

    325,684       389,760  

Prepaid expenses and other assets

    4,530,191       5,536,879  

Foreclosed assets held for sale

    3,165,447       3,821,976  

Premises and equipment, net

    10,602,763       10,886,720  

Bank owned life insurance

    14,417,220       14,043,697  

Income taxes receivable

    320,416       504,138  

Deferred income taxes

    3,412,513       5,278,651  
    $ 628,459,644     $ 619,888,135  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

LIABILITIES

               

Deposits

  $ 479,818,282     $ 487,318,939  

Federal Home Loan Bank and Federal Reserve Bank advances

    60,350,000       55,350,000  

Securities sold under agreements to repurchase

    10,000,000       10,000,000  

Subordinated debentures

    15,465,000       15,465,000  

Advances from borrowers for taxes and insurance

    143,984       149,668  

Accrued expenses and other liabilities

    963,386       998,934  

Accrued interest payable

    242,145       250,361  
      566,982,797       569,532,902  
                 

COMMITMENTS AND CONTINGENCIES

    -       -  
                 

STOCKHOLDERS' EQUITY

               

Capital Stock:

               

Series A preferred stock, $0.01 par value; authorized 2,000,000 shares; issued and outstanding December 31, 2013 - 12,000 shares

    -       11,983,790  

Common stock, $0.10 par value; authorized 10,000,000 shares; issued December 31, 2014 and 2013 - 6,823,203 and 6,783,603 shares, respectively

    682,320       678,360  

Additional paid-in capital

    50,366,546       57,655,031  

Retained earnings, substantially restricted

    48,549,691       43,769,485  

Accumulated other comprehensive loss

               

Unrealized loss on available-for-sale securities, net of income taxes; December 31, 2014 and 2013 - ($263,358) and ($1,471,923), respectively

    (448,421 )     (2,506,248 )
      99,150,136       111,580,418  
                 

Treasury stock, at cost; December 31, 2014 and December 31, 2013 - 2,492,552 and 4,051,248 shares, respectively

    (37,673,289 )     (61,225,185 )
      61,476,847       50,355,233  
    $ 628,459,644     $ 619,888,135  

 

 

See Notes to Consolidated Financial Statements

 

 
18

 

 

Guaranty Federal Bancshares, Inc.

Consolidated Statements of Income

Years Ended December 31, 2014, 2013 and 2012

 

   

2014

   

2013

   

2012

 
                         

Interest Income

                       

Loans

  $ 23,254,863     $ 23,885,654     $ 25,666,608  

Investment securities

    1,627,460       1,794,717       1,755,804  

Other

    131,991       175,127       183,388  
      25,014,314       25,855,498       27,605,800  

Interest Expense

                       

Deposits

    2,329,090       2,859,598       4,076,194  

Federal Home Loan Bank advances

    1,202,383       1,295,121       1,543,493  

Subordinated debentures

    533,207       537,178       556,159  

Securities sold under agreements to repurchase

    264,625       405,597       682,169  
      4,329,305       5,097,494       6,858,015  

Net Interest Income

    20,685,009       20,758,004       20,747,785  

Provision for Loan Losses

    1,275,000       1,550,000       5,950,000  

Net Interest Income After Provision for Loan Losses

    19,410,009       19,208,004       14,797,785  

Noninterest Income

                       

Service charges

    1,264,027       1,196,597       1,119,570  

Gain on sale of investment securities

    34,163       219,845       168,306  

Gain on sale of loans

    981,603       1,444,318       1,884,923  

Gain on sale of state low-income housing tax credits

    -       1,441,012       281,561  

Net loss on foreclosed assets

    (213,239 )     (275,223 )     (1,391,472 )

Other income

    1,351,910       1,292,922       1,192,783  
      3,418,464       5,319,471       3,255,671  

Noninterest Expense

                       

Salaries and employee benefits

    8,895,353       9,058,789       9,247,912  

Occupancy

    1,697,190       1,752,162       1,629,566  

FDIC deposit insurance premiums

    448,675       562,163       688,763  

Prepayment penalty on repurchase agreements

    -       1,510,000       -  

Data processing

    685,028       687,630       566,652  

Advertising

    425,004       425,004       300,000  

Other expense

    3,667,498       3,661,458       3,808,042  
      15,818,748       17,657,206       16,240,935  

Income Before Income Taxes

    7,009,725       6,870,269       1,812,521  

Provision (Credit) for Income Taxes

    1,227,029       1,630,562       (131,338 )

Net Income

  $ 5,782,696     $ 5,239,707     $ 1,943,859  

Preferred Stock Dividends and Discount Accretion

    357,210       794,520       1,076,561  

Net Income Available to Common Shareholders

  $ 5,425,486     $ 4,445,187     $ 867,298  
                         

Basic Income Per Common Share

  $ 1.35     $ 1.63     $ 0.32  

Diluted Income Per Common Share

  $ 1.33     $ 1.58     $ 0.30  

 

 

See Notes to Consolidated Financial Statements

 

 
19

 

 

Guaranty Federal Bancshares, Inc.

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2014, 2013 and 2012

 

   

2014

   

2013

   

2012

 

NET INCOME

  $ 5,782,696     $ 5,239,707     $ 1,943,859  

OTHER ITEMS OF COMPREHENSIVE INCOME (LOSS):

                       

Change in unrealized gain (loss) on investment securities available-for-sale, before income taxes

    3,300,555       (5,029,478 )     183,449  

Less: Reclassification adjustment for realized gains on investment securities included in net income, before income taxes

    (34,163 )     (219,845 )     (168,306 )

Total other items in comprehensive income (loss)

    3,266,392       (5,249,323 )     15,143  

Income tax expense (credit) related to other items of comprehensive income

    1,208,565       (1,942,249 )     5,602  

Other comprehensive income (loss)

    2,057,827       (3,307,074 )     9,541  

TOTAL COMPREHENSIVE INCOME

  $ 7,840,523     $ 1,932,633     $ 1,953,400  

 

 

See Notes to Consolidated Financial Statements

 

 
20

 

 

Guaranty Federal Bancshares, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2014, 2013 and 2012

 

   

2014

   

2013

   

2012

 
                         

CASH FLOWS FROM OPERATING ACTIVITIES

                       

Net income

  $ 5,782,696     $ 5,239,707     $ 1,943,859  

Items not requiring (providing) cash:

                       

Deferred income taxes

    657,573       983,526       160,784  

Depreciation

    755,937       822,316       747,368  

Provision for loan losses

    1,275,000       1,550,000       5,950,000  

Gain on sale of loans and investment securities

    (1,015,766 )     (1,664,163 )     (2,053,229 )

Loss on sale of foreclosed assets

    131,840       163,161       1,356,464  

Gain on sale of state low-income housing tax credits

    -       (1,441,012 )     (281,561 )

Amortization of deferred income, premiums and discounts, net

    825,906       555,665       548,635  

Stock award plans

    242,189       254,508       253,017  

Origination of loans held for sale

    (34,694,993 )     (49,231,796 )     (80,713,138 )

Proceeds from sale of loans held for sale

    35,085,396       53,871,439       83,457,153  

Release of ESOP shares

    -       -       153,848  

Increase in cash surrender value of bank owned life insurance

    (373,523 )     (386,217 )     (386,593 )

Changes in:

                       

Prepaid FDIC deposit insurance premiums

    -       1,438,636       650,440  

Accrued interest receivable

    (177,417 )     202,728       83,951  

Prepaid expenses and other assets

    1,006,688       691,294       887,894  

Accrued expenses and other liabilities

    (185,259 )     368,229       (103,521 )

Income taxes receivable/payable

    183,722       406,036       (397,508 )

Net cash provided by operating activities

    9,499,989       13,824,057       12,257,863  
                         

CASH FLOWS FROM INVESTING ACTIVITIES

                       

Net change in loans

    (23,700,987 )     (1,304,007 )     6,478,698  

Principal payments on held-to-maturity securities

    18,169       101,880       37,530  

Principal payments on available-for-sale securities

    9,698,931       10,582,593       8,123,388  

Purchase of available-for-sale securities

    (40,823,180 )     (53,316,013 )     (80,356,225 )

Proceeds from sales of available-for-sale securities

    41,759,062       31,225,169       31,688,102  

Proceeds from maturities of available-for-sale securities

    3,151,000       10,250,000       19,162,654  

Purchase of premises and equipment

    (471,980 )     (422,626 )     (609,956 )

Proceeds from sale of state low-income housing tax credits

    -       1,441,012       281,561  

Proceeds from maturities of interest bearing deposits

    -       -       5,587,654  

Purchase of bank owned life insurance

    -       -       (2,500,000 )

(Purchase) redemption of Federal Home Loan Bank stock

    (271,800 )     920,400       41,400  

Proceeds from sale of foreclosed assets held for sale

    657,431       436,783       5,227,038  

Net cash used in investing activities

    (9,983,354 )     (84,809 )     (6,838,156 )

 

 

See Notes to Consolidated Financial Statements

 

 
21

 

 

Guaranty Federal Bancshares, Inc.

Consolidated Statements of Cash Flows (continued) 

Years Ended December 31, 2014, 2013 and 2012

 

   

2014

   

2013

   

2012

 
                         

CASH FLOWS FROM FINANCING ACTIVITIES

                       

Net increase (decrease) in demand deposits, NOW accounts and savings accounts

  $ (4,908,937 )   $ 13,745,911     $ 20,824,692  

Net decrease in certificates of deposit

    (2,591,720 )     (26,441,687 )     (5,393,642 )

Net decrease in securities sold under agreements to repurchase

    -       (15,000,000 )     -  

Proceeds from FHLB and Federal Reserve advances

    8,000,000       3,000,000       -  

Repayments of FHLB and Federal Reserve advances

    (3,000,000 )     (15,700,000 )     -  

Proceeds from issuance of common stock

    15,814,312       -       -  

Repayments to borrowers for taxes and insurance

    (5,684 )     (3,199 )     (3,642 )

Repurchase of stock warrants

    -       (2,003,250 )     -  

Redemption of preferred stock

    (12,000,000 )     -       (5,000,000 )

Stock options exercised

    210,870       9,408       12,388  

Common and preferred cash dividends paid

    (844,786 )     (600,000 )     (744,444 )

Treasury stock purchased

    -       (106,636 )     (25,736 )

Net cash provided by (used in) financing activities

    674,055       (43,099,453 )     9,669,616  
                         

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    190,690       (29,360,205 )     15,089,323  
                         

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

    12,303,200       41,663,405       26,574,082  
                         

CASH AND CASH EQUIVALENTS, END OF YEAR

  $ 12,493,890     $ 12,303,200     $ 41,663,405  
                         

Supplemental Cash Flows Information

                       
                         

Real estate acquired in settlement of loans

  $ 371,971     $ 705,070     $ 1,101,193  
                         

Interest paid

  $ 4,337,521     $ 5,246,817     $ 6,977,212  
                         

Income taxes paid, net of (refunds)

  $ 360,000     $ 241,000     $ 195,000  
                         

Sale and financing of foreclosed assets held for sale

  $ 239,229     $ 812,877     $ 1,795,070  

 

 

 See Notes to Consolidated Financial Statements

 

 
22

 

 

Guaranty Federal Bancshares, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2014, 2013 and 2012

 

   

Preferred

Stock

   

Common

Stock

   

Common Stock Warrants

   

Additional Paid-In Capital

   

Unearned ESOP Shares

   

Treasury

Stock

   

Retained Earnings

   

Accumulated Other Comprehensive Income (Loss)

   

Total

 

Balance, January 1, 2012

  16,425,912     677,980     1,377,811     58,333,614     (204,930 )   (61,623,816 )   38,456,991     791,285     54,234,847  

Net income

    -       -       -       -       -       -       1,943,859       -       1,943,859  

Change in unrealized gain on available-for-sale securities, net of income taxes of $5,603

    -       -       -       -       -       -       -       9,541       9,541  

Preferred stock redeemed

    (5,000,000 )     -       -       -       -       -       -       -       (5,000,000 )

Preferred stock discount accretion

    363,364       -       -       -       -       -       (363,364 )     -       -  

Preferred stock dividends (5%)

    -       -       -       -       -       -       (713,194 )     -       (713,194 )

Stock award plans

    -       -       -       (27,191 )     -       280,208       -       -       253,017  

Stock options exercised

    -       200       -       12,188       -       -       -       -       12,388  

Release of ESOP shares

    -       -       -       (51,082 )     204,930       -       -       -       153,848  

Treasury stock purchased

    -       -       -       -       -       (25,736 )     -       -       (25,736 )

Balance, December 31, 2012

    11,789,276       678,180       1,377,811       58,267,529       -       (61,369,344 )     39,324,292       800,826       50,868,570  

Net income

    -       -       -       -       -       -       5,239,707       -       5,239,707  

Change in unrealized gain (loss) on available-for-sale securities, net of income taxes of $1,942,249

    -       -       -       -       -       -       -       (3,307,074 )     (3,307,074 )

Preferred stock discount accretion

    194,514       -       -       -       -       -       (194,514 )     -       -  

Preferred stock dividends (5%)

    -       -       -       -       -       -       (600,000 )     -       (600,000 )

Common stock warrants repurchased

    -       -       (1,377,811 )     (625,439 )     -       -       -       -       (2,003,250 )

Stock award plans

    -       -       -       3,713       -       250,795       -       -       254,508  

Stock options exercised

    -       180       -       9,228       -       -       -       -       9,408  

Treasury stock purchased

    -       -       -       -       -       (106,636 )     -       -       (106,636 )

Balance, December 31, 2013

    11,983,790       678,360       -       57,655,031       -       (61,225,185 )     43,769,485       (2,506,248 )     50,355,233  

Net income

    -       -       -       -       -       -       5,782,696       -       5,782,696  

Change in unrealized gain (loss) on available-for-sale securities, net of income taxes of $1,208,565

    -       -       -       -       -       -       -       2,057,827       2,057,827  

Preferred stock redeemed

    (12,000,000 )     -       -       -       -       -       -       -       (12,000,000 )

Preferred stock discount accretion

    16,210       -       -       -       -       -       (16,210 )     -       -  

Preferred stock dividends (5%)

    -       -       -       -       -       -       (338,000 )     -       (338,000 )

Dividends on common stock ($0.15 per share)

    -       -       -       -       -       -       (648,280 )     -       (648,280 )

Stock award plans

    -       -       -       (644,722 )     -       886,911       -       -       242,189  

Stock options exercised

    -       3,960       -       206,910       -       -       -       -       210,870  

Proceeds from issuance of common stock

    -       -       -       (6,850,673 )     -       22,664,985       -       -       15,814,312  

Balance, December 31, 2014

  $ -     $ 682,320     $ -     $ 50,366,546     $ -     $ (37,673,289 )   $ 48,549,691     $ (448,421 )   $ 61,476,847  

 

 

See Notes to Consolidated Financial Statements

 

 
23

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

NOTE 1:             NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

The Company operates as a one-bank holding company. The Bank is primarily engaged in providing a full range of banking and mortgage services to individual and corporate customers in southwest Missouri. The Bank is subject to competition from other financial institutions. The Company and the Bank are also subject to the regulation of certain federal and state agencies and receive periodic examinations by those regulatory authorities.

 

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank. All significant intercompany profits, transactions and balances have been eliminated in consolidation.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and fair values. In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties.

 

Securities

Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity are classified as “available-for-sale” and are carried at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

 

For debt securities with fair value below carrying value, when the Company does not intend to sell a debt security, and it is more likely than not, the Company will not have to sell the security before a recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

 

The Company’s consolidated statements of income reflect the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis. For available-for-sale and held-to-maturity debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

 

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at the lower of cost or fair value, determined using an aggregate basis. Write-downs to fair value are recognized as a charge to earnings at the time a decline in value occurs. Forward commitments to sell mortgage loans are sometimes acquired to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Gains and losses are determined by the difference between the selling price and the carrying amounts of the loans sold, and are recorded in noninterest income. Direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.

 

 
24

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Loans

For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees net of certain direct origination costs, are deferred and amortized as a level yield adjustment over the respective term of the loan.

 

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

 

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

 

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Bank’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

 

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

 

 
25

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans.    

 

Foreclosed Assets Held for Sale

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less costs to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated costs to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.

 

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line and accelerated methods over the estimated useful lives of the assets. The estimated useful lives for each major depreciable classification of premises and equipment are as follows:

 

Buildings and improvements (years)

35

- 40

Furniture and fixtures and vehicles (years)

3

- 10

 

Bank Owned Life Insurance

Bank owned life insurance policies are carried at their cash surrender value. The Company recognizes tax-free income from the periodic increases in cash surrender value of these policies and from death benefits.

 

Income Taxes

The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

 

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 

The Company recognizes interest and penalties on income taxes as a component of income tax expense.

 

The Company files consolidated income tax returns with its subsidiary. With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2011.

 

Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2014 and 2013 cash equivalents consisted of interest-bearing deposits and money market accounts.

 

 
26

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Restriction on Cash and Due From Banks

The Company is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required on December 31, 2014 and 2013, was $8,171,000 and $7,319,000, respectively.

 

Comprehensive Income

Comprehensive income consists of net income and other comprehensive income (loss), net of applicable income taxes. Other comprehensive income (loss) includes unrealized gain (loss) on available-for-sale securities, unrealized gain (loss) on available-for-sale securities for which a portion of an other-than-temporary impairment has been recognized in income and unrealized gain (loss) on held-to-maturity securities for which a portion of an other-than-temporary impairment has been recognized in income.

 

Regulatory Matters

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct and material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

 

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below). Management believes, as of December 31, 2014 and 2013, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

 

As of December 31, 2014, the most recent notification from the Missouri Division of Finance and the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Company’s or the Bank’s category.

 

 
27

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The Company’s and the Bank's actual capital amounts and ratios are also presented in the table. No amount was deducted from capital for interest-rate risk. Dollar amounts are expressed in thousands.  

 

   

Actual

   

For Capital

Adequacy Purposes

   

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

As of December 31, 2014

                                               
                                                 

Tier 1 (core) capital, and ratio to adjusted total assets

                                               

Company

  $ 76,927       12.3 %   $ 25,020       4.0 %  

n/a

   

n/a

 

Bank

  $ 72,076       11.5 %   $ 24,966       4.0 %   $ 31,208       5.0 %
                                                 

Tier 1 (core) capital, and ratio to risk-weighted assets

                                               

Company

  $ 76,927       14.7 %   $ 20,928       4.0 %  

n/a

   

n/a

 

Bank

  $ 72,076       13.8 %   $ 20,914       4.0 %   $ 31,371       6.0 %
                                                 

Total risk-based capital, and ratio to risk-weighted assets

                                               

Company

  $ 83,463       16.0 %   $ 41,856       8.0 %  

n/a

   

n/a

 

Bank

  $ 78,612       15.0 %   $ 41,828       8.0 %   $ 52,285       10.0 %

 

   

Actual

   

For Capital

Adequacy Purposes

   

To Be Well Capitalized

Under Prompt Corrective

Action Provisions

 
   

Amount

   

RaRtio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

As of December 31, 2013

                                               
                                                 

Tier 1 (core) capital, and ratio to adjusted total assets

                                               

Company

  $ 67,858       10.7 %   $ 25,344       4.0 %  

n/a

   

n/a

 

Bank

  $ 65,410       10.3 %   $ 25,300       4.0 %   $ 31,625       5.0 %
                                                 

Tier 1 (core) capital, and ratio to risk-weighted assets

                                               

Company

  $ 67,858       13.4 %   $ 20,192       4.0 %  

n/a

   

n/a

 

Bank

  $ 65,410       13.0 %   $ 20,166       4.0 %   $ 30,248       6.0 %
                                                 

Total risk-based capital, and ratio to risk-weighted assets

                                               

Company

  $ 74,178       14.7 %   $ 40,384       8.0 %  

n/a

   

n/a

 

Bank

  $ 71,730       14.2 %   $ 40,331       8.0 %   $ 50,414       10.0 %

 

The amount of dividends that the Company and Bank may pay is subject to various regulatory limitations. As of December 31, 2014 and 2013 the Company and Bank exceeded their minimum capital requirements. The Bank may not pay dividends which would reduce capital below the minimum requirements shown above.

 

 
28

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Segment Information

The principal business of the Company is overseeing the business of the Bank. The Company has no significant assets other than its investment in the Bank. The banking operation is the Company’s only reportable segment. The banking segment is principally engaged in the business of originating mortgage loans secured by one-to-four family residences, multi-family, construction, commercial and consumer loans. These loans are funded primarily through the attraction of deposits from the general public, borrowings from the Federal Home Loan Bank and brokered deposits. Selected information is not presented separately for the Company’s reportable segment, as there is no material difference between that information and the corresponding information in the consolidated financial statements.

 

General Litigation

The Company and the Bank, from time to time, may be parties to ordinary routine litigation, which arises in the normal course of business, such as claims to enforce liens, and condemnation proceedings, on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the business of the Company and the Bank. After reviewing pending and threatened litigation with legal counsel, management believes that as of December 31, 2014, the outcome of any such litigation will not have a material adverse effect on the Company’s financial position or results of operations.

 

Earnings Per Common Share

The computation for earnings per common share for the years ended December 31, 2014, 2013 and 2012 is as follows 

 

   

Year Ended

   

Year Ended

   

Year Ended

 
   

December 31, 2014

   

December 31, 2013

   

December 31, 2012

 
                         

Net income available to common shareholders

  $ 5,425,486     $ 4,445,187     $ 867,298  

Average common shares outstanding

    4,006,461       2,733,969       2,715,186  

Effect of dilutive securities

    68,040       79,646       144,743  

Average diluted shares outstanding

    4,074,501       2,813,615       2,859,929  

Basic income per common share

  $ 1.35     $ 1.63     $ 0.32  

Diluted income per common share

  $ 1.33     $ 1.58     $ 0.30  

 

Stock options to purchase 131,500, 154,000 and 201,500 shares of common stock were outstanding during the years ended December 31, 2014, 2013 and 2012, respectively, but were not included in the computation of diluted income per common share because their exercise price was greater than the average market price of the common shares.

 

Stock warrants to purchase 459,459 shares of common stock were outstanding during the year ended December 31, 2012 and were included in the computation of diluted income per common share because their exercise price was less than the average market price of the common shares during the period.

 

 
29

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

NOTE 2:             SECURITIES

 

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities classified as available-for-sale are as follows:

 

 

 

   

Amortized Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

(Losses)

   

Approximate

Fair Value

 

As of December 31, 2014

                               

Equity Securities

  $ 102,212     $ 16,121     $ (13,310 )   $ 105,023  

Debt Securities:

                               

U. S. government agencies

    10,528,055       -       (271,282 )     10,256,773  

Municipals

    15,474,316       185,747       (70,173 )     15,589,890  

Government sponsored mortgage-backed securities and SBA loan pools

    61,075,181       235,977       (794,859 )     60,516,299  
    $ 87,179,764     $ 437,845     $ (1,149,624 )   $ 86,467,985  

 

   

Amortized

. Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

(Losses)

   

Approximate

Fair Value

 

As of December 31, 2013

                               

Equity Securities

  $ 102,212     $ 16,007     $ (18,913 )   $ 99,306  

Debt Securities:

                               

U. S. government agencies

    33,198,865       -       (1,437,478 )     31,761,387  

Municipals

    14,133,821       18,827       (660,021 )     13,492,627  

Corporates

    990,663       3,609       -       994,272  

Government sponsored mortgage-backed securities

    53,245,297       265,038       (2,165,242 )     51,345,093  
    $ 101,670,858     $ 303,481     $ (4,281,654 )   $ 97,692,685  

 

 

Maturities of available-for-sale debt securities as of December 31, 2014:

 

   

Amortized

Cost

   

Approximate

Fair Value

 

1-5 years

  $ 6,508,809     $ 6,415,929  

5-10 years

    10,631,947       10,438,272  

After ten years

    8,861,614       8,992,462  

Government sponsored mortgage-backed securities and SBA loan pools not due on a single maturity date

    61,075,181       60,516,299  
    $ 87,077,551     $ 86,362,962  

 

 
30

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities classified as held to maturity are as follows:

 

   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

(Losses)

   

Approximate

Fair Value

 

As of December 31, 2014

                               

Debt Securities:

                               

Government sponsored mortgage-backed securities

  $ 60,993     $ 1,626     $ -     $ 62,619  

 

 

   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

(Losses)

   

Approximate

Fair Value

 

As of December 31, 2013

                               

Debt Securities:

                               

Government sponsored mortgage-backed securities

  $ 79,162     $ 1,927     $ -     $ 81,089  

 

 

Maturities of held-to-maturity securities as of December 31, 2014:

 

   

Amortized

Cost

   

Approximate

Fair Value

 

Government sponsored mortgage-backed securities not due on a single maturity date

  $ 60,993     $ 62,619  

 

 

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $52,907,065 and $42,807,840 as of December 31, 2014 and 2013, respectively.

 

Gross gains of $320,888, $418,990 and $168,306 and gross losses of $286,725, $199,145 and $0 resulting from sale of available-for-sale securities were realized for the years ended December 31, 2014, 2013 and 2012, respectively. The tax effect of these net gains was $12,640, $81,343 and $62,273 in 2014, 2013 and 2012, respectively.

 

The Company evaluates all securities quarterly to determine if any unrealized losses are deemed to be other than temporary. Certain investment securities are valued less than their historical cost. These declines are primarily the result of the rate for these investments yielding less than current market rates, or declines in stock prices of equity securities. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. It is management’s intent to hold the debt securities to maturity or until recovery of the unrealized loss. Should the impairment of any of these debt securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified, to the extent the loss is related to credit issues, and to other comprehensive income to the extent the decline on debt securities is related to other factors and the Company does not intend to sell the security prior to recovery of the unrealized loss.

 

No securities were written down for other-than-temporary impairment during the years ended December 31, 2014, 2013 and 2012.

     

Certain other investments in debt and equity securities are reported in the consolidated financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2014 and 2013, was $60,733,191 and $85,712,067, respectively, which is approximately 70% and 88% of the Company’s investment portfolio. These declines primarily resulted from changes in market interest rates and failure of certain investments to meet projected earnings targets.

 

 
31

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The following table shows gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2014 and 2013.

     

 

   

December 31, 2014

 
       
   

Less than 12 Months

   

12 Months or More

   

Total

 

Description of Securities

 

Fair Value

   

Unrealized

Losses

   

Fair Value

   

Unrealized

Losses

   

Fair Value

   

Unrealized

Losses

 
                                                 

Equity Securities

  $ -     $ -     $ 34,618     $ (13,310 )   $ 34,618     $ (13,310 )

U. S. government agencies

    -       -       10,256,773       (271,282 )     10,256,773       (271,282 )

Municipals

    2,677,626       (7,692 )     5,859,560       (62,481 )     8,537,186       (70,173 )

Government sponsored mortgage-backed securities and SBA loan pools

    12,703,301       (70,049 )     29,201,313       (724,810 )     41,904,614       (794,859 )
    $ 15,380,927     $ (77,741 )   $ 45,352,264     $ (1,071,883 )   $ 60,733,191     $ (1,149,624 )

 

 

   

December 31, 2013

 
       
   

Less than 12 Months

   

12 Months or More

   

Total

 

Description of Securities

 

Fair Value

   

Unrealized

Losses

   

Fair Value

   

Unrealized

Losses

   

Fair Value

   

Unrealized

Losses

 
                                                 

Equity Securities

  $ -     $ -     $ 29,014     $ (18,913 )   $ 29,014     $ (18,913 )

U. S. government agencies

    24,731,730       (916,208 )     7,029,657       (521,270 )     31,761,387       (1,437,478 )

Municipals

    10,460,662       (534,440 )     1,701,215       (125,581 )     12,161,877       (660,021 )

Government sponsored mortgage-backed securities

    32,074,646       (1,655,296 )     9,685,143       (509,946 )     41,759,789       (2,165,242 )
    $ 67,267,038     $ (3,105,944 )   $ 18,445,029     $ (1,175,710 )   $ 85,712,067     $ (4,281,654 )

 

 
32

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

NOTE 3:             LOANS AND ALLOWANCE FOR LOAN LOSSES

 

Categories of loans at December 31, 2014 and 2013 include:

 

   

December 31,

 
   

2014

   

2013

 

Real estate - residential mortgage:

               

One to four family units

  $ 97,900,814     $ 93,797,650  

Multi-family

    33,785,959       46,188,434  

Real estate - construction

    36,784,584       43,266,130  

Real estate - commercial

    215,605,054       179,079,433  

Commercial loans

    92,114,216       92,721,783  

Consumer and other loans

    17,246,437       17,303,392  

Total loans

    493,437,064       472,356,822  

Less:

               

Allowance for loan losses

    (6,588,597 )     (7,801,600 )

Deferred loan fees/costs, net

    (261,831 )     (175,368 )

Net loans

  $ 486,586,636     $ 464,379,854  

 

 

Classes of loans by aging at December 31, 2014 and 2013 were as follows:

 

As of December 31, 2014

                                                       
   

30-59 Days

Past Due

   

60-89 Days

Past Due

   

Greater Than

90 Days

   

Total Past

Due

   

Current

   

Total Loans

Receivable

   

Total Loans >

90 Days and

Accruing

 
   

(In Thousands)

 

Real estate - residential mortgage:

                                                       

One to four family units

  $ 113     $ 428     $ 279     $ 820     $ 97,081     $ 97,901     $ -  

Multi-family

    -       -       -       -       33,786       33,786       -  

Real estate - construction

    -       -       -       -       36,785       36,785       -  

Real estate - commercial

    -       -       -       -       215,605       215,605       -  

Commercial loans

    -       -       227       227       91,887       92,114       -  

Consumer and other loans

    23       35       -       58       17,188       17,246       -  

Total

  $ 136     $ 463     $ 506     $ 1,105     $ 492,332     $ 493,437     $ -  

 

As of December 31, 2013

                                                       
   

30-59 Days

Past Due

   

60-89 Days

Past Due

   

Greater Than

90 Days

   

Total Past

Due

   

Current

   

Total Loans

Receivable

   

Total Loans >

90 Days and

Accruing

 
   

(In Thousands)

 

Real estate - residential mortgage:

                                                       

One to four family units

  $ 246     $ 337     $ -     $ 583     $ 93,215     $ 93,798     $ -  

Multi-family

    -       -       -       -       46,188       46,188       -  

Real estate - construction

    -       -       536       536       42,730       43,266       -  

Real estate - commercial

    -       -       2,604       2,604       176,476       179,080       -  

Commercial loans

    -       2       3,628       3,630       89,092       92,722       -  

Consumer and other loans

    19       -       63       82       17,221       17,303       -  

Total

  $ 265     $ 339     $ 6,831     $ 7,435     $ 464,922     $ 472,357     $ -  

  

 
33

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

 

Nonaccruing loans are summarized as follows:

 

   

December 31,

 
   

2014

   

2013

 

Real estate - residential mortgage:

               

One to four family units

  $ 911,240     $ 815,746  

Multi-family

    -       -  

Real estate - construction

    2,892,772       4,529,410  

Real estate - commercial

    459,823       3,663,166  

Commercial loans

    1,026,772       6,776,230  

Consumer and other loans

    -       63,027  

Total

  $ 5,290,607     $ 15,847,579  

 

 

 

The following tables present the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of and for the years ended December 31, 2014, 2013 and 2012:

 

As of December 31, 2014

                                                               
   

Construction

   

Commercial

Real Estate

   

One to four family

   

Multi-family

   

Commercial

   

Consumer

and Other

   

Unallocated

   

Total

 
   

(In Thousands)

 
Allowance for loan losses:      

Balance, beginning of year

  $ 2,387     $ 2,059     $ 997     $ 209     $ 1,519     $ 272     $ 359     $ 7,802  

Provision charged to expense

    (651 )     (157 )     21       (82 )     2,388       14       (258 )   $ 1,275  

Losses charged off

    (411 )     (9 )     (127 )     -       (2,018 )     (150 )     -     $ (2,715 )

Recoveries

    5       99       9       -       65       49       -     $ 227  

Balance, end of year

  $ 1,330     $ 1,992     $ 900     $ 127     $ 1,954     $ 185     $ 101     $ 6,589  

Ending balance: individually evaluated for impairment

  $ 376     $ 158     $ 36     $ -     $ 203     $ 12     $ -     $ 785  

Ending balance: collectively evaluated for impairment

  $ 954     $ 1,834     $ 864     $ 127     $ 1,751     $ 173     $ 101     $ 5,804  

Loans:

                                                               

Ending balance: individually evaluated for impairment

  $ 2,893     $ 460     $ 847     $ -     $ 1,027     $ 801     $ -     $ 6,028  

Ending balance: collectively evaluated for impairment

  $ 33,892     $ 215,145     $ 97,054     $ 33,786     $ 91,087     $ 16,445     $ -     $ 487,409  

 

 
34

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

As of December 31, 2013

                                                               
   

Construction

   

Commercial

Real Estate

   

One to four family

   

Multi-family

   

Commercial

   

Consumer

and Other

   

Unallocated

   

Total

 
   

(In Thousands)

 
Allowance for loan losses:      

Balance, beginning of year

  $ 2,525     $ 2,517     $ 1,316     $ 284     $ 1,689     $ 255     $ 154     $ 8,740  

Provision charged to expense

    691       (181 )     (203 )     (75 )     988       125       205     $ 1,550  

Losses charged off

    (879 )     (277 )     (139 )     -       (1,268 )     (164 )     -     $ (2,727 )

Recoveries

    50       -       23       -       110       56       -     $ 239  

Balance, end of year

  $ 2,387     $ 2,059     $ 997     $ 209     $ 1,519     $ 272     $ 359     $ 7,802  

Ending balance: individually evaluated for impairment

  $ 890     $ -     $ 8     $ -     $ 601     $ 102     $ -     $ 1,601  

Ending balance: collectively evaluated for impairment

  $ 1,497     $ 2,059     $ 989     $ 209     $ 918     $ 170     $ 359     $ 6,201  

Loans:

                                                               

Ending balance: individually evaluated for impairment

  $ 4,530     $ 3,663     $ 886     $ -     $ 6,776     $ 316     $ -     $ 16,171  

Ending balance: collectively evaluated for impairment

  $ 38,736     $ 175,417     $ 92,912     $ 46,188     $ 85,946     $ 16,987     $ -     $ 456,186  

 

As of December 31, 2012

                                                               
   

Construction

   

Commercial

Real Estate

   

One to four family

   

Multi-family

   

Commercial

   

Consumer

and Other

   

Unallocated

   

Total

 
   

(In Thousands)

 
Allowance for loan losses:      

Balance, beginning of year

  $ 2,508     $ 2,725     $ 1,735     $ 390     $ 1,948     $ 372     $ 935     $ 10,613  

Provision charged to expense

    1,324       683       (179 )     (106 )     5,090       (81 )     (781 )   $ 5,950  

Losses charged off

    (1,335 )     (985 )     (265 )     -       (5,547 )     (73 )     -     $ (8,205 )

Recoveries

    28       94       25       -       198       37       -     $ 382  

Balance, end of year

  $ 2,525     $ 2,517     $ 1,316     $ 284     $ 1,689     $ 255     $ 154     $ 8,740  

Ending balance: individually evaluated for impairment

  $ 438     $ 350     $ 90     $ -     $ 441     $ 48     $ -     $ 1,367  

Ending balance: collectively evaluated for impairment

  $ 2,087     $ 2,167     $ 1,226     $ 284     $ 1,248     $ 207     $ 154     $ 7,373  

Loans:

                                                               

Ending balance: individually evaluated for impairment

  $ 6,275     $ 5,673     $ 2,360     $ -     $ 2,555     $ 414     $ -     $ 17,277  

Ending balance: collectively evaluated for impairment

  $ 42,642     $ 162,088     $ 97,022     $ 46,405     $ 92,672     $ 16,303     $ -     $ 457,132  

 

 

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC-310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

 

 
35

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The following summarizes impaired loans as of and for the years ended December 31, 2014 and 2013:

 

As of December 31, 2014

                                       
   

Recorded

Balance

   

Unpaid

Principal

Balance

   

Specific

Allowance

   

Average

Investment

in Impaired

Loans

   

Interest

Income

Recognized

 
   

(In Thousands)

 

Loans without a specific valuation allowance

                                       

Real estate - residential mortgage:

                                       

One to four family units

  $ 632     $ 632     $ -     $ 692     $ 2  

Multi-family

    -       -       -       35       -  

Real estate - construction

    74       74       -       84       -  

Real estate - commercial

    -       -       -       204       -  

Commercial loans

    341       341       -       1,924       198  

Consumer and other loans

    -       -       -       -       -  

Loans with a specific valuation allowance

                                       

Real estate - residential mortgage:

                                       

One to four family units

  $ 279     $ 279     $ 36     $ 322     $ -  

Multi-family

    -       -       -       -       -  

Real estate - construction

    2,819       4,074       376       3,554       -  

Real estate - commercial

    460       460       158       441       -  

Commercial loans

    685       988       203       1,175       -  

Consumer and other loans

    91       91       12       234       -  

Total

                                       

Real estate - residential mortgage:

                                       

One to four family units

  $ 911     $ 911     $ 36     $ 1,014     $ 2  

Multi-family

    -       -       -       35       -  

Real estate - construction

    2,893       4,148       376       3,638       -  

Real estate - commercial

    460       460       158       645       -  

Commercial loans

    1,026       1,329       203       3,099       198  

Consumer and other loans

    91       91       12       234       -  

Total

  $ 5,381     $ 6,939     $ 785     $ 8,665     $ 200  

 

 

 
36

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

As of December 31, 2013

                                       
   

Recorded

Balance

   

Unpaid

Principal

Balance

   

Specific

Allowance

   

Average

Investment

in Impaired

Loans

   

Interest

Income

Recognized

 
                               
   

(In Thousands)

 
                                         

Loans without a specific valuation allowance

                                       

Real estate - residential mortgage:

                                       

One to four family units

  $ 620     $ 620     $ -     $ 1,908     $ 5  

Multi-family

    -       -       -       -       -  

Real estate - construction

    96       96       -       3,086       -  

Real estate - commercial

    3,663       3,663       -       4,310       40  

Commercial loans

    2,327       2,462       -       1,030       1  

Consumer and other loans

    -       -       -       91       -  

Loans with a specific valuation allowance

                                       

Real estate - residential mortgage:

                                       

One to four family units

  $ 267     $ 267     $ 8     $ 286     $ -  

Multi-family

    -       -       -       -       -  

Real estate - construction

    4,433       5,484       890       2,606       -  

Real estate - commercial

    -       -       -       561       -  

Commercial loans

    4,449       5,148       601       3,047       -  

Consumer and other loans

    316       316       102       319       -  

Total

                                       

Real estate - residential mortgage:

                                       

One to four family units

  $ 887     $ 887     $ 8     $ 2,194     $ 5  

Multi-family

    -       -       -       -       -  

Real estate - construction

    4,529       5,580       890       5,692       -  

Real estate - commercial

    3,663       3,663       -       4,871       40  

Commercial loans

    6,776       7,610       601       4,077       1  

Consumer and other loans

    316       316       102       410       -  

Total

  $ 16,171     $ 18,056     $ 1,601     $ 17,244     $ 46  

 

 

Interest of approximately $113,000 was recognized on average impaired loans of $25,899,000 for the year ended December 31, 2012.

 

At December 31, 2014, the Bank’s impaired loans shown in the table above included loans that were classified as troubled debt restructurings (TDR). The restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession.

 

In assessing whether or not a borrower is experiencing financial difficulties, the Bank considers information currently available regarding the financial condition of the borrower. This information includes, but is not limited to, whether (i) the debtor is currently in payment default on any of its debt; (ii) a payment default is probable in the foreseeable future without the modification; (iii) the debtor has declared or is in the process of declaring bankruptcy and (iv) the debtor’s projected cash flow is sufficient to satisfy the contractual payments due under the original terms of the loan without a modification.

 

The Bank considers all aspects of the modification to loan terms to determine whether or not a concession has been granted to the borrower. Key factors considered by the Bank include the debtor’s ability to access funds at a market rate for debt with similar risk characteristics, the significance of the modification relative to unpaid principal balance or collateral value of the debt, and the significance of a delay in the timing of payments relative to the original contractual terms of the loan. The most common concessions granted by the Bank generally include one or more modifications to the terms of the debt, such as (i) a reduction in the interest rate for the remaining life of the debt, (ii) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (iii) a reduction of the face amount or maturity amount of the debt as stated in the original loan, (iv) a temporary period of interest-only payments, (v) a reduction in accrued interest, and (vi) an extension of amortization.

 

 
37

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

The following summarizes information regarding new troubled debt restructurings by class:

 

   

2014

 
                         
   

Number of Loans

   

Pre-Modification

Outstanding

Recorded Balance

   

Post-Modification

Outstanding

Recorded Balance

 

Real estate - residential mortgage:

                       

One to four family units

    1     $ 287,500     $ 287,500  

Multi-family

    -       -       -  

Real estate - construction

    -       -       -  

Real estate - commercial

    -       -       -  

Commercial loans

    2       831,026       831,026  

Consumer and other loans

    -       -       -  

Total

    3     $ 1,118,526     $ 1,118,526  

 

 

   

2013

 
                         
   

Number of Loans

   

Pre-Modification

Outstanding

Recorded Balance

   

Post-Modification

Outstanding

Recorded Balance

 

Real estate - residential mortgage:

                       

One to four family units

    2     $ 662,598     $ 662,598  

Multi-family

    -       -       -  

Real estate - construction

    1       73,845       73,845  

Real estate - commercial

    2       3,275,179       3,297,014  

Commercial loans

    3       2,889,923       3,114,327  

Consumer and other loans

    -       -       -  

Total

    8     $ 6,901,545     $ 7,147,784  

 

 

 

The troubled debt restructurings described above increased the allowance for loan losses by $239,724 and $255,679 and resulted in charge offs of $303,345 and $135,063 during the years ended December 31, 2014 and 2013, respectively.

 

The following presents the troubled debt restructurings by type of modification:

 

   

2014

 
   

Interest Rate

   

Term

   

Combination

   

Total Modification

 

Real estate - residential mortgage:

                               

One to four family units

  $ -     $ -     $ 287,500     $ 287,500  

Multi-family

    -       -       -       -  

Real estate - construction

    -       -       -       -  

Real estate - commercial

    -       -       -       -  

Commercial loans

    -       -       831,026       831,026  

Consumer and other loans

    -       -       -       -  

Total

  $ -     $ -     $ 1,118,526     $ 1,118,526  

 

 
38

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

 

   

2013

 
   

Interest Rate

   

Term

   

Combination

   

Total Modification

 

Real estate - residential mortgage:

                               

One to four family units

  $ 417,070     $ -     $ 245,528     $ 662,598  

Multi-family

    -       -       -       -  

Real estate - construction

    -       73,845       -       73,845  

Real estate - commercial

    -       -       3,297,014       3,297,014  

Commercial loans

    -       -       3,114,327       3,114,327  

Consumer and other loans

    -       -       -       -  

Total

  $ 417,070     $ 73,845     $ 6,656,869     $ 7,147,784  

 

As part of the on-going monitoring of the credit quality of the Bank’s loan portfolio, management tracks loans by an internal rating system. All loans are assigned an internal credit quality rating based on an analysis of the borrower’s financial condition. The criteria used to assign quality ratings to extensions of credit that exhibit potential problems or well-defined weaknesses are primarily based upon the degree of risk and the likelihood of orderly repayment, and their effect on the Bank’s safety and soundness. The following are the internally assigned ratings:

 

Pass-This rating represents loans that have strong asset quality and liquidity along with a multi-year track record of profitability.

 

Special mention-This rating represents loans that are currently protected but are potentially weak. The credit risk may be relatively minor, yet constitute an increased risk in light of the circumstances surrounding a specific loan.

 

Substandard-This rating represents loans that show signs of continuing negative financial trends and unprofitability and therefore, is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.

 

Doubtful-This rating represents loans that have all the weaknesses of substandard classified loans with the additional characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

 

Risk characteristics applicable to each segment of the loan portfolio are described as follows.

 

Real estate-Residential 1-4 family: The residential 1-4 family real estate loans are generally secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Bank’s market areas that might impact either property values or a borrower’s personal income. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

 

Real estate-Construction: Construction and land development real estate loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Bank until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Bank’s market areas.

 

Real estate-Commercial: Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Bank’s market areas.

 

 
39

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Commercial: The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.

 

Consumer: The consumer loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Bank’s market area) and the creditworthiness of a borrower.

 

The following table provides information about the credit quality of the loan portfolio using the Bank’s internal rating system as of December 31, 2014 and 2013:

 

As of December 31, 2014

                                                       
   

Construction

   

Commercial

Real Estate

   

One to four family

   

Multi-family

   

Commercial

   

Consumer

and Other

   

Total

 
   

(In Thousands)

 

Rating:

                                                       

Pass

  $ 27,370     $ 207,311     $ 94,129     $ 33,786     $ 78,197     $ 17,015     $ 457,808  

Special Mention

    6,522       5,076       2,501       -       10,273       -       24,372  

Substandard

    2,893       2,758       1,271       -       3,644       231       10,797  

Doubtful

    -       460       -       -       -       -       460  

Total

  $ 36,785     $ 215,605     $ 97,901     $ 33,786     $ 92,114     $ 17,246     $ 493,437  

 

As of December 31, 2013

                                                       
   

Construction

   

Commercial

Real Estate

   

One to four family

   

Multi-family

   

Commercial

   

Consumer

and Other

   

Total

 
   

(In Thousands)

 

Rating:

                                                       

Pass

  $ 31,433     $ 169,135     $ 83,341     $ 45,768     $ 78,622     $ 16,743     $ 425,042  

Special Mention

    7,253       4,721       8,954       420       9,161       107       30,616  

Substandard

    683       5,224       1,503       -       2,738       453       10,601  

Doubtful

    3,897       -       -       -       2,201       -       6,098  

Total

  $ 43,266     $ 179,080     $ 93,798     $ 46,188     $ 92,722     $ 17,303     $ 472,357  

 

 

The weighted average interest rate on loans as of December 31, 2014 and 2013 was 5.09% and 5.78%, respectively.

 

The Bank serviced mortgage loans for others amounting to $94,214 and $106,079 as of December 31, 2014 and 2013, respectively. The Bank serviced commercial loans for others amounting to $4,672,175 and $6,531,898 as of December 31, 2014 and 2013, respectively.

 

 
40

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

 

 

NOTE 4:             PREMISES AND EQUIPMENT

 

Major classifications of premises and equipment, stated at cost, are as follows:

 

   

December 31,

   

December 31,

 
   

2014

   

2013

 

Land

  $ 2,250,789     $ 2,250,789  

Buildings and improvements

    11,805,406       11,763,779  

Automobile

    25,115       25,115  

Furniture, fixtures and equipment

    9,876,988       9,446,636  

Leasehold improvements

    271,799       271,799  
      24,230,097       23,758,118  

Less accumulated depreciation

    (13,627,334 )     (12,871,398 )

Net premises and equipment

  $ 10,602,763     $ 10,886,720  

 

Depreciation expense was $755,937, $822,316 and $747,368 for the years ended December 31, 2014, 2013, and 2012, respectively.

 

NOTE 5:             BANK OWNED LIFE INSURANCE

 

The Company has purchased Bank owned life insurance on certain key members of management. Such policies are recorded at their cash surrender value, or the amount that can be realized. The increase in cash surrender value in excess of the single premium paid is reported as other noninterest income. The balance at December 31, 2014 and 2013 was $14,417,220 and $14,043,697, respectively.

 

NOTE 6:             INVESTMENTS IN AFFORDABLE HOUSING PARTNERSHIPS

 

The Company has purchased investments in limited partnerships that were formed to operate low-income housing apartment complexes and single-family housing units throughout Missouri. The investments are accounted for under the cost method as the Company does not have the ability to exert significant influence over the partnerships. For a minimum 15 year compliance period, each partnership must adhere to affordable housing regulatory requirements in order to maintain the utilization of the tax credits. At December 31, 2014 and 2013, the net carrying values of the Company’s investments in these entities was $3,574,183 and $4,466,001, respectively, and are included in other assets on the Company’s Consolidated Balance Sheets.

 

The Company received income tax credits of $1,221,394, $1,221,394 and $1,247,394 during 2014, 2013 and 2012, respectively. Amortization of the investment costs was $885,478 during each of the fiscal years 2014, 2013 and 2012.

 

 
41

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

 

 

NOTE 7:             DEPOSITS

 

Deposits are comprised of the following at December 31, 2014 and 2013:

 

   

December 31, 2014

   

December 31, 2013

 
   

Weighted

Average

Rate

   

Balance

   

Percentage

of Deposits

   

Weighted

Average

Rate

   

Balance

   

Percentage

of Deposits

 
                                                 

Demand

    0.00 %   $ 51,707,667       10.8 %     0.00 %   $ 48,677,819       10.0 %

NOW

    0.34 %     111,561,440       23.3 %     0.35 %     86,601,344       17.8 %

Money market

    0.43 %     171,948,057       35.8 %     0.47 %     204,740,175       42.0 %

Savings

    0.20 %     23,619,332       4.9 %     0.21 %     23,726,095       4.9 %
      0.32 %     358,836,496       74.8 %     0.36 %     363,745,433       74.6 %

Certificates:

                                               

0% - 1.99%

    0.84 %     117,499,869       24.5 %     0.78 %     117,625,137       24.1 %

2.00% - 3.99%

    2.27 %     3,481,917       0.7 %     2.46 %     5,259,772       1.1 %

4.00% - 6.00%

    0.00 %     -       0.0 %     4.28 %     688,597       0.1 %
      0.88 %     120,981,786       25.2 %     0.87 %     123,573,506       25.4 %

Total Deposits

    0.47 %   $ 479,818,282       100.0 %     0.49 %   $ 487,318,939       100.0 %

 

 

The aggregate amount of certificates of deposit with a minimum balance of $100,000 was approximately $64,768,000 and $60,941,000, as of December 31, 2014 and 2013, respectively.

 

 

A summary of certificates of deposit by maturity as of December 31, 2014, is as follows:

 

2015

  $ 62,038,920  

2016

    26,874,655  

2017

    19,020,119  

2018

    5,229,749  

2019

    4,701,854  

Thereafter

    3,116,489  
    $ 120,981,786  

 

 

A summary of interest expense on deposits is as follows:

 

   

Years ended

 
   

December 31,

 
   

2014

   

2013

   

2012

 
                         

NOW and Money Market accounts

  $ 1,242,158     $ 1,521,465     $ 2,011,796  

Savings accounts

    49,071       53,647       80,968  

Certificate accounts

    1,050,081       1,295,864       1,999,060  

Early withdrawal penalties

    (12,220 )     (11,378 )     (15,630 )
    $ 2,329,090     $ 2,859,598     $ 4,076,194  

 

 
42

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

 

The Bank utilizes brokered deposits as an additional funding source. The aggregate amount of brokered deposits was approximately $50,331,000 and $53,176,000 as of December 31, 2014 and 2013, respectively. 

 

NOTE 8:              BORROWINGS

 

Federal Home Loan Bank Advances

 

Federal Home Loan Bank advances consist of the following:

 

   

December 31, 2014

   

December 31, 2013

 
                         

Maturity Date

 

Amount

   

Weighted

Average Rate

   

Amount

   

Weighted

Average Rate

 

2015

    8,250,000       0.41 %     250,000       4.66 %

2018

    50,000,000       2.14 %     50,000,000       2.14 %

2019

    2,100,000       4.87 %     2,100,000       4.87 %
    $ 60,350,000       2.00 %   $ 52,350,000       2.26 %

 

The FHLB requires the Bank to maintain collateral in relation to outstanding balances of advances. For collateral purposes, the FHLB values mortgage loans free of other pledges, liens and encumbrances at 80% of their fair value, and investment securities free of other pledges, liens and encumbrances at 95% of their fair value. Based on existing collateral as well as the FHLB’s limitation of advances to 35% of assets, the Bank has the ability to borrow an additional $95.8 million from the FHLB, as of December 31, 2014.

 

Federal Reserve Bank Borrowings

 

During 2008, the Bank established a borrowing line with the Federal Reserve Bank. The Bank has the ability to borrow $29.0 million as of December 31, 2014. The Federal Reserve Bank requires the Bank to maintain collateral in relation to borrowings outstanding. The Bank had no borrowings outstanding on this line as of December 31, 2014. At December 31, 2013, the Bank had an outstanding balance of $3.0 million.

 

Securities Sold Under Agreements to Repurchase

 

The Company borrowed $30.0 million under three structured repurchase agreements in January 2008. Interest is based on a fixed weighted average rate of 2.65% until maturity in January 2018. Beginning in February 2010, the counterparty, Barclay’s Capital, Inc., has the option to terminate the agreements on a quarterly basis until maturity. Prior to the stated maturity date, the Company paid off one of these agreements in the amount $15.0 million in May 2013 and another agreement in the amount of $5.0 million in November 2011.

 

The Company has pledged certain investment securities with a fair value of $12.6 million and $12.1 million as of December 31, 2014 and 2013, respectively, to these repurchase agreements.

 

NOTE 9:              SUBORDINATED DEBENTURES

 

During 2005, the Company formed two wholly owned grantor trust subsidiaries, Guaranty Statutory Trust I and Guaranty Statutory Trust II, to issue preferred securities representing undivided beneficial interests in the assets of the trusts and to invest the gross proceeds of the preferred securities in notes of the Company. Trust I issued $5,000,000 of preferred securities and Trust II issued $10,000,000 of preferred securities. The sole assets of Trust I were originally $5,155,000 aggregate principal amount of the Company’s fixed rate subordinated debenture notes due 2036, which were redeemable beginning in 2011. The sole assets of Trust II were originally $10,310,000 aggregate principal amount of the Company’s fixed/variable rate subordinated debenture notes due 2036, which were redeemable beginning in 2011. Trust II subordinated debenture notes bear interest at a fixed rate for five years and thereafter at a floating rate based on LIBOR. The preferred securities qualify as either Tier I or Tier II capital for regulatory purposes, subject to certain limitations.

 

 
43

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

NOTE 10:             INCOME TAXES

 

As of December 31, 2014 and 2013, retained earnings included approximately $5,075,000 for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which would be subject to the then current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $1,878,000 as of both December 31, 2014 and 2013.

 

The provision (credit) for income taxes consists of:

 

   

Years Ended

 
   

December 31,

 
   

2014

   

2013

   

2012

 
                         

Taxes currently payable

  $ 560,468     $ 647,036     $ (292,122 )

Deferred income taxes

    666,561       983,526       160,784  
    $ 1,227,029     $ 1,630,562     $ (131,338 )

 

 
44

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The tax effects of temporary differences related to deferred taxes shown on the December 31, 2014 and 2013 balance sheets are:

 

   

December 31,

   

December 31,

 
   

2014

   

2013

 

Deferred tax assets:

               

Allowances for loan losses

  $ 2,240,123     $ 2,886,592  

Writedowns on foreclosed assets held for sale

    781,870       879,113  

Deferred loan fees/costs

    96,877       64,886  

Unrealized depreciation on available-for-sale securities

    263,358       1,471,923  

Other

    421,873       382,723  
      3,804,101       5,685,237  

Deferred tax liabilities:

               

FHLB stock dividends

    (52,455 )     (68,953 )

Accumulated depreciation

    (268,503 )     (273,481 )

Other

    (70,630 )     (64,152 )
      (391,588 )     (406,586 )

Deferred tax asset before valuation allowance

    3,412,513       5,278,651  

Valuation allowance:

               

Beginning balance

    -       (1,645,379 )

Decrease from sale of state income tax credits

    -       1,719,978  

Increase for state low income housing tax credits generated

    -       (74,599 )

Ending balance

    -       -  

Net deferred tax asset

  $ 3,412,513     $ 5,278,651  

 

A reconciliation of income tax expense at the statutory rate to income tax expense at the Company’s effective rate is shown below:

 

   

Years ended

 
   

December 31,

 
                         
   

2014

   

2013

   

2012

 

Computed at statutory rate

    34.0 %     34.0 %     34.0 %

Increase (reduction) in taxes resulting from:

                       

State financial institution tax and credits

    (11.1% )     (9.0% )     (33.1% )

ESOP

    -       -       (3.3% )

Cash surrender value of life insurance

    (1.8% )     (1.9% )     (7.9% )

Valuation allowance

    -       -       (3.5% )

Other

    (3.6% )     0.6 %     6.6 %

Actual effective rate

    17.5 %     23.7 %     (7.2% )

 

 

NOTE 11:             DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

 

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

 
45

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Level 1: Quoted prices in active markets for identical assets or liabilities

 

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

 

Level 3: Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities

 

The following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

 

Available-for-sale securities: Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include equity securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. government agencies, municipals, U.S. corporate and government sponsored mortgage-backed securities. The Company has no Level 3 securities.

 

The following table presents the fair value measurements of assets recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2014 and 2013 (dollar amounts in thousands):

 

As of December 31, 2014

                               

Financial assets:

                               
   

Level 1 inputs

   

Level 2 inputs

   

Level 3 inputs

   

Total fair value

 

Equity securities:

                               

Other

  $ 105     $ -     $ -     $ 105  

Debt securities:

                               

U.S. government agencies

    -       10,257       -       10,257  

Municipals

    -       15,590       -       15,590  

Government sponsored mortgage-backed securities and SBA loan pools

    -       60,516       -       60,516  

Available-for-sale securities

  $ 105     $ 86,363     $ -     $ 86,468  

 

As of December 31, 2013

                               

Financial assets:

                               
   

Level 1 inputs

   

Level 2 inputs

   

Level 3 inputs

   

Total fair value

 

Equity securities:

                               

Other

  $ 99     $ -     $ -     $ 99  

Debt securities:

                               

U.S. government agencies

    -       31,762       -       31,762  

U.S. corporate

    -       994       -       994  

Municipals

    -       13,493       -       13,493  

Government sponsored mortgage-backed securities

    -       51,345       -       51,345  

Available-for-sale securities

  $ 99     $ 97,594     $ -     $ 97,693  

 

 
46

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

 

Foreclosed Assets Held for Sale:   Fair value is estimated using recent appraisals, comparable sales and other estimates of value obtained principally from independent sources, adjusted for selling costs. Foreclosed assets held for sale are classified within Level 3 of the valuation hierarchy.

 

Impaired loans (Collateral Dependent):   Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans.

 

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

 

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2014 and 2013 (dollar amounts in thousands):

 

Impaired loans:

                               
   

Level 1 inputs

   

Level 2 inputs

   

Level 3 inputs

   

Total fair value

 

December 31, 2014

  $ -     $ -     $ 4,076     $ 4,076  

December 31, 2013

  $ -     $ -     $ 10,305     $ 10,305  

 

Foreclosed assets held for sale:

                               
   

Level 1 inputs

   

Level 2 inputs

   

Level 3 inputs

   

Total fair value

 

December 31, 2014

  $ -     $ -     $ 354     $ 354  

December 31, 2013

  $ -     $ -     $ 2,340     $ 2,340  

 

 

There were no transfers between valuation levels for any asset during the years ended December 31, 2014 or 2013. If valuation techniques are deemed necessary, the Company considers those transfers to occur at the end of the period when the assets are valued.

 

The following table presents quantitative information about unobservable inputs used in nonrecurring Level 3 fair value measurements (dollar amounts in thousands):

 

   

Fair Value

December 31, 2014

 

Valuation Technique

 

Unobservable Input

 

Range

(Weighted Average)

Impaired loans (collateral dependent)

  $ 4,076  

Market Comparable

 

Discount to reflect realizable value

    0%-34% (16%)

Foreclosed assets held for sale

  $ 354  

Market Comparable

 

Discount to reflect realizable value

    0%-32% (21%)

 

 
47

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value.  

 

Cash and cash equivalents, interest-bearing deposits and Federal Home Loan Bank stock

The carrying amounts reported in the consolidated balance sheets approximate those assets' fair value.

 

Held-to-maturity securities

Fair value is based on quoted market prices, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

 

Loans

The fair value of loans is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations. The carrying amount of accrued interest approximates its fair value.

 

Deposits

Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities.

 

Federal Home Loan Bank and Federal Reserve advances and securities sold under agreements to repurchase

The fair value of advances and securities sold under agreements to repurchase is estimated by using rates on debt with similar terms and remaining maturities.

 

Subordinated debentures and notes payable

For these variable rate instruments, the carrying amount is a reasonable estimate of fair value. There is currently a limited market for similar debt instruments and the Company has the option to call the subordinated debentures at an amount close to its par value.

 

Interest payable

The carrying amount approximates fair value.

 

Commitments to originate loans, letters of credit and lines of credit

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit and lines of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

 

 
48

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The following table presents estimated fair values of the Company’s financial instruments at December 31, 2014 and 2013.

 

   

December 31, 2014

   

December 31, 2013

 
   

Carrying

Amount

   

Fair

Value

   

Hierarchy

Level

   

Carrying

Amount

   

Fair

Value

   

Hierarchy

Level

 

Financial assets:

                                               

Cash and cash equivalents

  $ 12,493,890     $ 12,493,890       1     $ 12,303,200     $ 12,303,200       1  

Held-to-maturity securities

    60,993       62,619       2       79,162       81,089       2  

Federal Home Loan Bank stock

    3,156,900       3,156,900       2       2,885,100       2,885,100       2  

Mortgage loans held for sale

    1,214,632       1,214,632       2       623,432       623,432       2  

Loans, net

    486,586,636       487,244,753       3       464,379,854       466,057,001       3  

Interest receivable

    2,030,058       2,030,058       2       1,852,641       1,852,641       2  

Financial liabilities:

                                               

Deposits

    479,818,282       476,519,750       2       487,318,939       476,503,513       2  

FHLB and Federal Reserve advances

    60,350,000       61,615,252       2       55,350,000       57,185,083       2  

Securities sold under agreements to repurchase

    10,000,000       10,371,866       2       10,000,000       7,978,555       2  

Subordinated debentures

    15,465,000       15,465,000       3       15,465,000       15,465,000       3  

Interest payable

    242,145       242,145       2       250,361       250,361       2  

Unrecognized financial instruments (net of contractual value):

                                               

Commitments to extend credit

    -       -       -       -       -       -  

Unused lines of credit

    -       -       -       -       -       -  

 

 

NOTE 12:             SIGNIFICANT ESTIMATES AND CONCENTRATIONS

 

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in the footnote regarding loans. Current vulnerabilities due to certain concentrations of credit risk are discussed in the footnote regarding loans.

 

NOTE 13:             EMPLOYEE BENEFIT PLANS

 

Equity Plans

On May 26, 2010, the Company’s stockholders voted to approve the Guaranty Federal Bancshares, Inc. 2010 Equity Plan (the ”Plan”). The Plan provides for the grant of up to 200,000 shares of Common Stock under equity awards including stock options, stock awards, restricted stock, stock appreciation rights, performance units, or other equity-based awards payable in cash or stock to key employees and directors of the Company and the Bank. As of December 31, 2014, non-incentive stock options for 25,000 shares and restricted stock for 114,239 shares of Common Stock have been granted under the Plan.

 

In addition, the Company established four stock option plans for the benefit of certain directors, officers and employees of the Company and its subsidiary. A committee of the Company’s Board of Directors administers the plans. The stock options under these plans may be either incentive stock options or nonqualified stock options. Incentive stock options can be granted only to participants who are employees of the Company or its subsidiary. The option price must not be less than the market value of the Company stock on the date of grant. All options expire no later than ten years from the date of grant. The options vest at the rate of 20% per year over a five-year period.

 

 
49

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

The table below summarizes transactions under the Company’s stock option plans:

 

   

Number of shares

         
   

Incentive

Stock Option

   

Non-Incentive

Stock Option

   

Weighted

Average

Exercise

Price

 

Balance outstanding as of January 1, 2012

    184,500       167,000     $ 16.09  

Granted

    -       -       -  

Exercised

    (2,003 )     -       6.18  

Forfeited

    (7,997 )     -       6.18  

Balance outstanding as of December 31, 2012

    174,500       167,000       16.38  

Granted

    -       -       -  

Exercised

    (1,800 )     -       5.23  

Forfeited

    (4,600 )     (46,000 )     15.86  

Balance outstanding as of December 31, 2013

    168,100       121,000       16.54  

Granted

    -       -       -  

Exercised

    (25,100 )     (14,500 )     5.33  

Forfeited

    (2,700 )     (24,000 )     19.03  

Balance outstanding as of December 31, 2014

    140,300       82,500     $ 18.23  

Options exercisable as of December 31, 2014

    133,900       79,500     $ 18.81  

 

As of December 31, 2014, total outstanding stock options of 222,800 had a remaining contractual life of 3.10 years. 

 

The total intrinsic value of outstanding stock options was $727,827 and $778,860 for the years ended December 31, 2014 and 2013. The total intrinsic value of outstanding exercisable stock options was $651,781 and $560,199 for the years ended December 31, 2014 and 2013. The total fair value of share awards vested was $361,517 and $432,850 during 2014 and 2013, respectively.

 

In February 2014 and January 2013 and 2012, the Company granted restricted stock to directors that was fully vested and thus, expensed in full during the year ended December 31, 2014, 2013 and 2012, respectively. The amount expensed of $122,538, $116,032 and $110,009 for 2014, 2013 and 2012, respectively, represents 11,242, 16,576 and 18,520 shares of common stock at a market price of $10.90, $7.00 and $5.94, respectively, at the date of grant.

 

During 2014, the Company granted 23,320 shares of restricted stock to officers that have a cliff vesting at the end of three years. During 2012, the Company granted 27,313 shares of restricted stock to officers that have a cliff vesting at the end of two years, except the CEO, who has a three year cliff vesting. The expense is being recognized over the applicable vesting period. The amount expensed during 2014, 2013 and 2012 was $102,099, $89,357 and $79,330, respectively.

 

Total stock-based compensation expense is comprised of expense for restricted stock awards and stock options. Expense recognized for the years ended December 31, 2014, 2013 and 2012 was $254,340, $254,508 and $253,017, respectively. As of December 31, 2014, there was $235 of unrecognized compensation expense related to nonvested stock options and $190,858 of unrecognized compensation expense related to nonvested restricted stock awards, which will be recognized over the remaining vesting periods.

 

 
50

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Employee Stock Ownership Plan

 

The Employee Stock Ownership Plan (the “ESOP”) is a tax-qualified retirement plan sponsored and maintained by the Bank for the benefit of employees of the Company and the Bank. Effective as of December 31, 2012, the Bank’s Board of Directors approved the termination of the ESOP. Prior to distributing participant account balances held under the ESOP, the Bank allocated all then unallocated shares held by the ESOP as of December 31, 2012 to the appropriate participants’ accounts. The Bank also submitted to the Internal Revenue Service an application for a determination letter in connection with the termination of the ESOP. By letter dated September 9, 2013, the Service indicated that, based upon the information contained in the Bank’s application, it had determined that the termination of the ESOP does not adversely affect its qualification for federal tax purposes. Based on the Service’s issuance of a favorable determination letter, the Bank distributed all 233,224 shares of common stock held in the account balances to all of the ESOP’s 145 participants by December 31, 2013.

 

NOTE 14:             PREFERRED STOCK AND COMMON STOCK WARRANT

 

On January 30, 2009, the Company issued and sold, and the Treasury purchased, (1) 17,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock Series A (the “Series A Preferred Shares”), and (2) a ten-year warrant to purchase up to 459,459 shares of the Company's common stock at an exercise price of $5.55 per share (the “Warrant”), for an aggregate purchase price of $17.0 million. The Certificate of Designations by which the Series A Preferred Shares were created (the “Certificate of Designations”) provided, among other things, that the Series A Preferred Shares were redeemable at the liquidation amount of $1,000 per share plus accrued but unpaid dividends. The Certificate of Designations also provided for a dividend rate of 5% per annum for the first five years from the date of issuance which increased to 9% per annum thereafter. The Series A Preferred Shares qualified as Tier 1 capital.

 

On June 13, 2012, with regulatory approval, the Company redeemed 5,000 Series A Preferred Shares for $5 million plus accrued and unpaid dividends of $19,444, leaving 12,000 Series A Preferred Shares remaining outstanding and owned by Treasury.

 

The Company entered into a Placement Agency Agreement with the Treasury on April 15, 2013 in connection with a private auction by the Treasury of all of its remaining 12,000 Series A Preferred Shares which was conducted immediately thereafter (the “Private Auction”). On April 29, 2013, the Treasury settled the sale of such Series A Preferred Shares to the winning bidders in the Private Auction, consisting of six parties unrelated to the Company.

 

Shortly thereafter, the Company repurchased the Warrant from Treasury pursuant to the terms thereof for the aggregate purchase price of $2,003,250 in cash. As a result of the Warrant repurchase, the Company’s participation in the CPP was completed.

 

On April 3, 2014, the Company received approval from the Board of Governors of the Federal Reserve System to redeem the Company’s remaining 12,000 Series A Preferred Shares from the parties who had purchased them from Treasury or their affiliates, for the liquidation amount of $12 million plus accrued but unpaid dividends of $19.50 per Series A Preferred Share. At the time of the redemption, the Series A Preferred Shares carried a coupon rate of 9.0% per annum. The Company provided the holders of the Series A Preferred Stock with a formal notice of redemption and thirty days thereafter redeemed the Series A Preferred Stock on May 7, 2014, plus all accrued and unpaid dividends.

 

NOTE 15:  COMMON STOCK OFFERING

 

On March 7, 2014, the Company closed an underwritten offering of its common stock. The Company raised approximately $17.2 million in gross proceeds by selling 1,499,999 shares of its Treasury Stock, which includes the full exercise of the over-allotment option granted to the underwriters of 195,652 shares, at a price to the public of $11.50 per share.

 

 
51

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Net proceeds from the sale of the shares after underwriting discounts and estimated offering expenses were approximately $15.8 million. The Company used the net proceeds from the offering to redeem the remaining 12,000 shares of the Company’s Series A Preferred Stock on May 7, 2014 and intends to use the remaining net proceeds for working capital and for general corporate purposes, including potential future acquisitions.

 

NOTE 16:             OTHER EXPENSES

 

Other expenses for the years ended December 31, 2014, 2013 and 2012 were as follows:

 

 

   

December 31,

   

December 31,

   

December 31,

 
   

2014

   

2013

   

2012

 

Directors compensation

  $ 215,465     $ 243,410     $ 235,478  

Outside services

    96,660       111,332       62,675  

Legal expense

    246,545       431,519       471,363  

Deposit expense

    67,710       84,942       219,778  

Office supplies

    77,909       74,516       81,814  

Telephone

    118,268       116,661       114,182  

Postage

    149,379       153,753       157,986  

Insurance

    106,139       87,758       87,436  

Supervisory exam

    57,359       55,234       57,109  

Accounting

    217,280       223,517       256,850  

Organization dues

    146,845       124,454       118,653  

Loan expense

    269,016       310,853       239,701  

Mortgage buyback

    -       -       147,119  

Contributions

    50,004       40,000       40,000  

ATM expense

    253,457       228,547       231,893  

Federal and state tax credits amortization

    885,478       885,478       885,478  

Other operating

    709,984       489,484       400,527  
                         
    $ 3,667,498     $ 3,661,458     $ 3,808,042  

 

NOTE 17:             RELATED PARTY TRANSACTIONS

 

In the ordinary course of business, the Bank has granted loans to executive officers and directors and their affiliates. Annual activity consisted of the following:

 

   

Year ended December 31,

 
   

2014

   

2013

   

2012

 
                         

Balance, beginning of year

  $ 6,483,503     $ 6,095,008     $ 5,794,896  

New Loans

    394,269       782,681       464,400  

Repayments

    (2,468,128 )     (394,186 )     (164,288 )
                         

Balance, end of year

  $ 4,409,644     $ 6,483,503     $ 6,095,008  

 

In management's opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons. Further, in management's opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features.

 

 
52

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

NOTE 18:             COMMITMENTS AND CREDIT RISK

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate.

 

As of December 31, 2014 and 2013, the Bank had outstanding commitments to originate fixed-rate mortgage loans of approximately $2,483,000 and $3,545,000, respectively. The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period.

 

Standby letters of credit are irrevocable conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers. Fees for letters of credit are initially recorded by the Bank as deferred revenue and are included in earnings at the termination of the respective agreements. Should the Bank be obligated to perform under the standby letters of credit, the Bank may seek recourse from the customer for reimbursement of amounts paid.

 

The Bank had total outstanding standby letters of credit amounting to $15,965,000 and $12,649,000 as of December 31, 2014 and 2013, respectively, with terms ranging from 1 year to 5 years.

 

The Bank has confirming letters of credit from the FHLB issued for collateral on public deposits and to enhance Bank issued letters of credit granted to various customers for industrial revenue bond issues.  As of December 31, 2014 and 2013, these letters of credit aggregated approximately $23,884,000 and $10,601,000. 

 

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer's credit worthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on balance sheet instruments.

 

As of December 31, 2014 and 2013, unused lines of credit to borrowers aggregated approximately $47,599,000 and $42,518,000, respectively, for commercial lines and $13,859,000 and $14,517,000, respectively, for open-end consumer lines.    

 

 
53

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

NOTE 19:             CONDENSED PARENT COMPANY STATEMENTS

 

The condensed balance sheets as of December 31, 2014 and 2013, and statements of income and cash flows for the years ended December 31, 2014, 2013 and 2012 for the parent company, Guaranty Federal Bancshares, Inc., are as follows: 

 

Condensed Balance Sheets

 

December 31,

 
   

2014

   

2013

 

Assets

               

Cash

  $ 3,882,370     $ 822,196  

Available-for-sale securities

    105,024       99,306  

Investment in subsidiary

    71,626,420       62,905,512  

Investment in Capital Trust I & II

    465,000       465,000  

Prepaid expenses and other assets

    15,954       173,698  

Refundable income taxes

    1,216,032       1,542,319  

Deferred income taxes

    7,947       -  
    $ 77,318,747     $ 66,008,031  

Liabilities

               

Subordinated debentures

  $ 15,465,000     $ 15,465,000  

Accrued expenses and other liabilities

    370,000       172,986  

Due to subsidiary

    6,900       6,900  

Deferred income taxes

    -       7,912  
                 

Stockholders' equity

               

Series A preferred stock

    -       11,983,790  

Common stock

    682,320       678,360  

Additional paid-in capital

    50,366,546       57,655,031  

Retained earnings

    48,549,691       43,769,485  

Unrealized loss on available-for-sale securities, net

    (448,421 )     (2,506,248 )

Treasury stock

    (37,673,289 )     (61,225,185 )
    $ 77,318,747     $ 66,008,031  

 

Condensed Statements of Income

 

Years ended December 31,

 
   

2014

   

2013

   

2012

 
                         

Income

                       

Dividends from subsidiary bank

  $ -     $ 4,003,250     $ 6,500,000  

Interest income:

                       

Related party

    -       -       8,471  

Other

    16,069       16,152       19,510  
      16,069       4,019,402       6,527,981  

Expense

                       

Interest expense:

                       

Related party

    533,207       537,178       556,159  

Other

    765,848       815,865       878,305  
      1,299,055       1,353,043       1,434,464  

Income (loss) before income taxes and equity in undistributed income (loss) of subsidiaries

    (1,282,986 )     2,666,359       5,093,517  

Credit for income taxes

    (399,000 )     (412,000 )     (435,000 )

Income (loss) before equity in undistributed earnings of subsidiaries

    (883,986 )     3,078,359       5,528,517  

Equity in undistributed income (distribution in excess of income) of subsidiaries

    6,666,682       2,161,348       (3,584,658 )

Net income

  $ 5,782,696     $ 5,239,707     $ 1,943,859  

 

 
54

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

 

Condensed Statements of Cash Flows

 

Years ended December 31,

 
   

2014

   

2013

   

2012

 
                         

Cash Flows From Operating Activities

                       
                         

Net income

  $ 5,782,696     $ 5,239,707     $ 1,943,859  

Items not requiring (providing) cash:

                       

(Equity in undistributed income) distributions in excess of income of subsidiaries

    (6,666,682 )     (2,161,349 )     3,584,658  

Deferred income taxes

    (17,976 )     -       -  

Release of ESOP shares

    -       -       153,848  

Stock award plan expense

    242,189       254,508       253,017  

Changes in:

                       

Prepaid expenses and other assets

    157,745       (138,119 )     147,929  

Income taxes payable/refundable

    326,287       (390,000 )     (435,000 )

Accrued expenses

    55,519       8,723       9,058  

Net cash provided by (used in) operating activities

    (120,222 )     2,813,470       5,657,369  
                         

Cash Flows From Financing Activities

                       

Proceeds from issuance of common stock

    15,814,312       -       -  

Stock options exercised

    210,870       9,408       12,388  

Cash dividends paid on common and preferred stock

    (844,786 )     (600,000 )     (744,444 )

Treasury stock purchased

    -       (106,636 )     (25,736 )

Repayment of advances from subsidiary

    -       27,695       500  

Repurchase of stock warrants

    -       (2,003,250 )     -  

Redemption of preferred stock

    (12,000,000 )     -       (5,000,000 )

Net cash provided by (used in) financing activities

    3,180,396       (2,672,783 )     (5,757,292 )
                         

Increase (Decrease) in cash

    3,060,174       140,687       (99,923 )
                         

Cash, beginning of year

    822,196       681,509       781,432  
                         

Cash, end of year

  $ 3,882,370     $ 822,196     $ 681,509  

 

 
55

 

 

Guaranty Federal Bancshares, Inc.

Notes to Consolidated Financial Statements

 

Statements of Comprehensive Income

 

Years ended December 31,

 
   

2014

   

2013

   

2012

 

NET INCOME

  $ 5,782,696     $ 5,239,707     $ 1,943,859  

OTHER ITEMS OF COMPREHENSIVE INCOME (LOSS):

                       

Change in unrealized gain (loss) on investment securities available-for-sale, before income taxes

    5,718       28,392       8,652  

Income tax expense related to other items of comprehensive income

    2,117       10,505       3,200  

Other comprehensive income

    3,601       17,887       5,452  

Comprehensive income (loss) of Bank

    2,054,226       (3,324,961 )     4,089  

TOTAL COMPREHENSIVE INCOME

  $ 7,840,523     $ 1,932,633     $ 1,953,400  

 

 
56

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

Audit Committee, Board of Directors and Stockholders

Guaranty Federal Bancshares, Inc.

Springfield, Missouri

 

 

We have audited the accompanying consolidated balance sheets of Guaranty Federal Bancshares, Inc. as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2014. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Guaranty Federal Bancshares, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/BKD, LLP

 

Springfield, Missouri

March 27, 2015

 

 
57

 

 

Guaranty Federal Bancshares, Inc.

2014 Annual Report

 

 

 

Board of Directors

Executive Officers

Guaranty Federal Bancshares, Inc.

Guaranty Federal Bancshares, Inc.

and Guaranty Bank

and Guaranty Bank

   

Don M. Gibson

Shaun A. Burke

Chairman of the Board

President,

Guaranty Federal Bancshares and

Chief Executive Officer

Guaranty Bank

 

 

Carter M. Peters

Shaun A. Burke

Executive Vice President,

President and CEO

Chief Financial Officer

Guaranty Federal Bancshares and

 

Guaranty Bank

H. Michael Mattson

 

Executive Vice President,

James R. Batten, CPA

Chief Lending Officer

Management Consultant

 

 

Sheri Biser

Kurt D. Hellweg

Executive Vice President,

Chairman and CEO

Chief Credit Officer

International Dehydrated Foods, Inc. and

 
American Dehydrated Foods, Inc. Robin Robeson
  Executive Vice President,

David T. Moore

Chief Operating Officer

President and CEO

 

Paul Mueller Company

Vicki Lindsay

 

Corporate Secretary

Tim Rosenbury, AIA

 

Executive Vice President and Chairman

 

Butler, Rosenbury and Partners, Inc.

 
   

James L. Sivils, III, JD

 

CEO, Environmental Works, Inc.

 
   

John F. Griesemer

 

Executive Vice President and COO

 

Springfield Underground, Inc.

 

 

 

 

58