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. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2005

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission number 0-23325

Guaranty Federal Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Delaware
43-1792717
   
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 
1341 West Battlefield
 
Springfield, Missouri
65807
(Address of principal executive offices)
(Zip Code)

Telephone Number: (417) 520-4333

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes X No___
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ___ No X

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class
Outstanding as of May 12, 2005
Common Stock, Par Value $0.10 per share
2,915,194 Shares
   
       

 
     

 

GUARANTY FEDERAL BANCSHARES, INC.
       
TABLE OF CONTENTS
Item
   
Page
PART I. Financial Information
       
1. Financial Statements
Consolidated Financial Statements (Unaudited):
 
 
Statements of Financial Condition
3
 
Statements of Income
 
4
 
Statements of Stockholders’ Equity
5
 
Statements of Cash Flows
 
7
 
Notes to Consolidated Financial Statements
8
       
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
       
3. Quantitative and Qualitative Disclosures about Market Risk
16
       
4. Control and Procedures
 
18
       
PART II. Other Information
       
1. Legal Proceedings
 
19
       
2. Unregistered Sales of Equity Securities and Use of Proceeds
19
       
3. Defaults Upon Senior Securities
 
19
       
4. Submission of Matters to a Vote of Security Holders
19
       
5. Other Information
 
19
       
6. Exhibits
 
19
       
Signatures
     
       
   
       
   



 
  2  



PART I
Item 1. Financial Statements
GUARANTY FEDERAL BANCSHARES, INC.
 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
MARCH 31, 2005 (UNAUDITED) AND DECEMBER 31, 2004
 
           
ASSETS
 
3/31/05
 
12/31/04
 
Cash
 
$
7,994,293
   
14,087,915
 
Interest-bearing deposits in other financial institutions
   
643,462
   
1,808,543
 
Cash and cash equivalents
   
8,637,755
   
15,896,458
 
Available-for-sale securities
   
14,249,860
   
15,101,768
 
Held-to-maturity securities
   
1,214,515
   
1,305,158
 
Stock in Federal Home Loan Bank, at cost
   
5,048,600
   
5,146,500
 
Mortgage loans held for sale
   
2,416,043
   
3,590,536
 
Loans receivable, net of allowance for loan losses of
   
   
 
March 31, 2005 - $4,739,298 - December 31, 2004 - $4,536,654
   
407,264,291
   
388,742,792
 
Accrued interest receivable:
             
Loans
   
1,528,532
   
1,500,170
 
Investments
   
79,820
   
69,845
 
Prepaid expenses and other assets
   
1,939,996
   
1,976,284
 
Foreclosed assets held for sale
   
39,800
   
78,150
 
Premises and equipment
   
7,137,613
   
7,188,867
 
   
$
449,556,825
   
440,596,528
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
               
LIABILITIES
             
Deposits
 
$
302,080,609
   
296,387,742
 
Federal Home Loan Bank advances
   
104,000,000
   
100,000,000
 
Securities sold under agreements to repurchase
   
855,267
   
1,264,020
 
Advances from borrowers for taxes and insurance
   
535,087
   
271,796
 
Accrued expenses and other liabilities
   
333,703
   
234,818
 
Accrued interest payable
   
520,635
   
361,516
 
Dividend payable
   
448,863
   
450,868
 
Income taxes payable
   
886,985
   
220,046
 
Deferred income taxes
   
197,818
   
632,459
 
     
409,858,967
   
399,823,265
 
STOCKHOLDERS' EQUITY
             
Common Stock:
             
$0.10 par value; authorized 10,000,000 shares;
             
issued March 31, 2005 - 6,509,010 shares;
             
December 31, 2004 - 6,493,861 shares
   
650,901
   
649,386
 
Additional paid-in capital
   
52,645,893
   
52,384,842
 
Unearned ESOP shares
   
(1,743,930
)
 
(1,800,930
)
Retained earnings, substantially restricted
   
33,201,271
   
32,437,131
 
Accumulated other comprehensive income
             
Unrealized appreciation on available-for-sale securities,
             
net of income taxes; March 31, 2005 - $1,338,853;
             
December 31, 2004 - $1,653,740
   
2,279,669
   
2,815,828
 
     
87,033,804
   
86,486,257
 
Treasury stock, at cost; March 31, 2005 - 3,562,467 shares;
             
December 31, 2004 - 3,492,759 shares
   
(47,335,947
)
 
(45,712,994
)
     
39,697,857
   
40,773,263
 
   
$
449,556,825
   
440,596,528
 



 See Notes to Condensed Consolidated Financial Statements
  3  

 


GUARANTY FEDERAL BANCSHARES, INC.
 
CONSOLIDATED STATEMENTS OF INCOME
 
THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
 
           
   
3/31/2005
 
3/31/2004
 
INTEREST INCOME
         
Loans
 
$
5,726,879
   
4,719,147
 
Investment securities
   
95,791
   
68,182
 
Other
   
78,248
   
53,788
 
     
5,900,919
   
4,841,117
 
INTEREST EXPENSE
             
Deposits
   
1,559,107
   
1,153,832
 
Federal Home Loan Bank advances
   
893,972
   
895,578
 
Other
   
4,129
   
888
 
     
2,457,208
   
2,050,298
 
NET INTEREST INCOME
   
3,443,710
   
2,790,819
 
PROVISION FOR LOAN LOSSES
   
225,000
   
188,830
 
NET INTEREST INCOME AFTER
             
PROVISION FOR LOAN LOSSES
   
3,218,710
   
2,601,989
 
NONINTEREST INCOME
             
Service charges
   
381,348
   
440,595
 
Late charges and other fees
   
91,475
   
73,630
 
Gain on sale of investment securities
   
195,788
   
177,957
 
Gain on sale of loans
   
141,948
   
121,612
 
Income (loss) on foreclosed assets
   
2,801
   
(5,987
)
Other income
   
70,550
   
45,477
 
     
883,910
   
853,284
 
               
NONINTEREST EXPENSE
             
Salaries and employee benefits
   
1,272,824
   
1,126,595
 
Occupancy
   
333,209
   
278,881
 
SAIF deposit insurance premiums
   
9,661
   
8,933
 
Data processing
   
87,912
   
120,969
 
Advertising
   
28,695
   
78,558
 
Other expense
   
448,092
   
432,081
 
     
2,180,393
   
2,046,017
 
INCOME BEFORE INCOME TAXES
   
1,922,228
   
1,409,256
 
PROVISION FOR INCOME TAXES
   
707,454
   
439,880
 
NET INCOME
 
$
1,214,774
   
969,376
 
               
BASIC EARNINGS PER SHARE
 
$
0.43
   
0.35
 
DILUTED EARNINGS PER SHARE
 
$
0.41
   
0.33
 


See Notes to Condensed Consolidated Financial Statements

4  



GUARANTY FEDERAL BANCSHARES, INC.
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
 
           
 
     
 
         
   
Common Stock
 
Additional Paid-In Capital
 
Unearned ESOP Shares
 
Treasury Stock
 
Retained Earnings
 
Accumulated Other Comprehensive Income
 
Total
 
Balance, January 1, 2005
 
$
649,386
   
52,384,842
   
(1,800,930
)
 
(45,712,994
)
 
32,437,131
   
2,815,828
   
40,773,263
 
Comprehensive income
                                           
Net income
   
-
   
-
   
-
   
-
   
1,214,774
   
-
   
1,214,774
 
Change in unrealized appreciation
                                           
on available-for-sale securities, net
                                           
of income taxes of ($314,887)
   
-
   
-
   
-
   
-
   
-
   
(536,159
)
 
(536,159
)
Total comprehensive income
                                       
678,615
 
Dividends ($0.16 per share)
   
-
   
-
   
-
   
-
   
(450,634
)
 
-
   
(450,634
)
Stock award plans
   
-
   
10,053
   
-
   
-
   
-
   
-
   
10,053
 
Stock options exercised
   
1,515
   
171,209
   
-
   
-
   
-
   
-
   
172,724
 
Release of ESOP shares
   
-
   
79,789
   
57,000
   
-
   
-
   
-
   
136,789
 
Treasury stock purchased
   
-
   
-
   
-
   
(1,622,953
)
 
-
   
-
   
(1,622,953
)
Balance, March 31, 2005
 
$
650,901
   
52,645,893
   
(1,743,930
)
 
(47,335,947
)
 
33,201,271
   
2,279,669
   
39,697,857
 


 

 
See Notes to Condensed Consolidated Financial Statements
  5  


GUARANTY FEDERAL BANCSHARES, INC.
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
 
THREE MONTHS ENDED MARCH 31, 2004 (UNAUDITED)
 
           
 
     
 
         
   
Common Stock
 
Additional Paid-In Capital
 
Unearned ESOP Shares
 
Treasury Stock
 
Retained Earnings
 
Accumulated Other Comprehensive Income
 
Total
 
Balance, January 1, 2004
 
$
642,890
   
51,330,202
   
(2,030,930
)
 
(44,549,879
)
 
29,919,695
   
2,666,143
   
37,978,121
 
Comprehensive income
                                           
Net income
   
-
   
-
   
-
   
-
   
969,376
   
-
   
969,376
 
Change in unrealized appreciation
                                           
on available-for-sale securitites, net
                                           
of income taxes of ($12,827)
   
-
   
-
   
-
   
-
   
-
   
(21,840
)
 
(21,840
)
Total comprehensive income
                                       
947,536
 
Dividends ($0.155 per share)
   
-
   
-
   
-
   
-
   
(434,069
)
 
-
   
(434,069
)
Stock award plans
   
-
   
24,707
   
-
   
-
   
-
   
-
   
24,707
 
Stock options exercised
   
2,221
   
232,482
   
-
   
-
   
-
   
-
   
234,703
 
Release of ESOP shares
   
-
   
57,039
   
59,000
   
-
   
-
   
-
   
116,039
 
Treasury stock purchased
   
-
   
-
   
-
   
(301,103
)
 
-
   
-
   
(301,103
)
Balance, March 31, 2004
 
$
645,111
   
51,644,430
   
(1,971,930
)
 
(44,850,982
)
 
30,455,002
   
2,644,303
   
38,565,934
 


See Notes to Condensed Consolidated Financial Statements
  6  



GUARANTY FEDERAL BANCSHARES, INC
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
 
   
3/31/2005
 
3/31/2004
 
CASH FLOWS FROM OPERATING ACTIVITIES
         
Net income
 
$
1,214,774
   
969,376
 
Items not requiring (providing) cash:
             
Deferred income taxes
   
(119,754
)
 
(56,031
)
Depreciation
   
175,166
   
150,875
 
Provision for loan losses
   
225,000
   
188,830
 
Gain on loans and investment securities
   
(337,736
)
 
(299,569
)
Gain on sale of foreclosed assets
   
(3,948
)
 
-
 
Amortization of deferred income, premiums and discounts
   
(3,676
)
 
28,695
 
Stock award plan expense
   
6,448
   
15,476
 
Origination of loans held for sale
   
(8,063,961
)
 
(6,339,694
)
Proceeds from sale of loans held for sale
   
9,380,402
   
4,730,794
 
Release of ESOP shares
   
136,789
   
116,039
 
Changes in:
   
   
 
Accrued interest receivable
   
(38,337
)
 
(41,632
)
Prepaid expenses and other assets
   
36,288
   
(104,693
)
Accounts payable and accrued expenses
   
256,232
   
106,807
 
Income taxes payable
   
670,544
   
319,182
 
Net cash provided by (used in) operating activities
   
3,534,231
   
(215,545
)
CASH FLOWS FROM INVESTING ACTIVITIES
   
   
 
Net increase in loans
   
(19,017,117
)
 
(17,851,839
)
Principal payments on held-to-maturity securities
   
90,450
   
128,939
 
Proceeds from maturities of available-for-sale securities
   
2,000,000
   
1,500,000
 
Purchase of premises and equipment
   
(123,911
)
 
(19,859
)
Purchase of available-for-sale securities
   
(1,986,588
)
 
(1,496,303
)
Proceeds from sale of available-for-sale securities
   
198,725
   
180,894
 
Purchase of FHLB stock
   
97,900
   
(217,000
)
Proceeds from sale of foreclosed assets
   
301,298
   
-
 
Net cash used in investing activities
   
(18,439,243
)
 
(17,775,168
)
CASH FLOWS FROM FINANCING ACTIVITIES
             
Stock options exercised
   
172,724
   
234,703
 
Cash dividends paid
   
(450,868
)
 
(433,207
)
Cash dividends received on RRP stock
   
-
   
124
 
Net increase (decrease) in demand deposits,
   
   
 
NOW accounts and savings accounts
   
1,982,900
   
(3,563,638
)
Net increase in certificates of deposit and securities sold
             
under agreements to repurchase
   
3,301,214
   
10,557,828
 
Proceeds from FHLB advances
   
109,700,000
   
70,000,000
 
Repayments of FHLB advances
   
(105,700,000
)
 
(68,455,281
)
Advances from borrowers for taxes and insurance
   
263,292
   
315,398
 
Treasury stock purchased
   
(1,622,953
)
 
(301,103
)
Net cash provided by financing activities
   
7,646,309
   
8,354,824
 
DECREASE IN CASH AND CASH EQUIVALENTS
   
(7,258,703
)
 
(9,635,889
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
   
15,896,458
   
22,656,794
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
8,637,755
   
13,020,905
 


 
See Notes to Condensed Consolidated Financial Statements
  7  

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1: Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included.

The results of operations for the period are not necessarily indicative of the results to be expected for the full year.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 2004 filed with the Securities and Exchange Commission. The condensed consolidated statement of financial condition of the Company as of December 31, 2004, has been derived from the audited consolidated balance sheet of the Company as of that date. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.

Note 2: Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Guaranty Federal Bancshares, Inc. (the "Company"), its wholly owned subsidiary, Guaranty Bank (the "Bank") and the wholly-owned subsidiary of the Bank, Guaranty Financial Services of Springfield, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.
 
Note 3: Benefit Plans

The Company has established stock option and stock award plans for the benefit of certain directors, officers and employees of the Bank and its subsidiary. The plans provide a proprietary interest in the Company in a manner designed to encourage these individuals to remain with the Bank. A Committee of the Bank’s Board of Directors administers the plans. The Company accounts for the cost of share purchases under the plans as a reduction of stockholders' equity. The awards vest at the rate of 20% per year over a five-year period. Compensation expense is recognized based on the Company’s stock price on the date the shares are awarded to employees.

On October 18, 1995, the Company’s stockholders voted to approve both a Recognition and Retention Plan ("RRP") and a Stock Option Plan ("SOP"). On July 22, 1998, the Company’s stockholders voted to approve both a 1998 Restricted Stock Plan ("RSP") and a 1998 Stock Option Plan ("1998 SOP"). The RRP and RSP authorized shares to be issued to directors, officers and employees of the Bank. On February 17, 2000, the directors of the Company established the 2000 Stock Compensation Plan (the "2000 SCP") with both a stock award component and a stock option component. On March 22, 2001, the directors of the Company established the 2001 Stock Compensation Plan (the "2001 SCP") with both a stock award component and a stock option component. In September of 2003 and March of 2004, the directors of the Company authorized the issuance of 5,000 and 25,000 stock options, respectively, as an employment inducement to new officers of the Bank pursuant to stock option agreements. Stock options awarded under these agreements are considered non-qualified for federal income tax purposes. On May 19, 2004, the Company’s stockholders voted to approve a 2004 Stock Option Plan ("2004 SOP"). The purpose of the plan is to attract and ret ain qualified personnel for positions of substantial responsibility. The aggregate number of shares with respect to options issued under this plan shall not exceed 250,000 shares. To date no options have been granted under this plan. As of March 31, 2005, all of the RRP, RSP, 2000 SCP and 2001 SCP shares have been purchased and awarded. As of March 31, 2005, there are 5,494 shares that are not vested. The Company is amortizing the RRP, RSP and SCP expense over each participant’s vesting period. The Company recognized $4,416 and $15,476 of expense under these stock award plans for the three month periods ended March 31, 2005 and 2004, respectively. The SOP, 1998 SOP, 2000 SCP, 2001 SCP and the 2004 SOP authorized stock options on shares to be issued to officers and employees of the Bank. As of March 31, 2005, all options except those on 252,998 shares have been granted. The RRP, RSP, SOP, 1998 SOP, 2000 SCP, 2001 SCP and 2004 SOP vest over a five year period. As of March 31, 2005, there were 390,714 unexercised options that have been granted at prices ranging from $6.02 to $23.50 per share and 268,002 of these options are exercisable.


 
  8  

 

The Company accounts for its stock option plan under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees", and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the grant date. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation.

   
Three Months ended March 31,
 
   
2005
 
2004
 
           
Net income, as reported
 
$
1,214,774
   
969,376
 
Less: Total stock-based employee compensation
             
cost determined under the fair value-based
             
method, net of income taxes
   
(8,782
)
 
(8,725
)
               
Pro forma net income
 
$
1,205,992
   
960,651
 
               
Earnings per share:
             
Basic - as reported
 
$
0.43
   
0.35
 
Basic - pro forma
 
$
0.43
   
0.34
 
Diluted - as reported
 
$
0.41
   
0.33
 
Diluted - pro forma
 
$
0.41
   
0.33
 

Note 4: Earnings Per Share
   
For three months ended March 31, 2005
 
   
Income Available to Stockholders
 
Average Shares Outstanding
 
Per-share
 
Basic Earnings per Share
 
$
1,214,774
   
2,815,482
 
$
0.43
 
Effect of Dilutive Securities: Stock Options
         
141,054
   
 
Diluted Earnings per Share
 
$
1,214,774
   
2,916,177
 
$
0.41
 
                     
 
For three months ended March 31, 2004  
   
Income Available to Stockholders  
   
Average Shares Outstanding
   
Per-share
 
Basic Earnings per Share
 
$
969,376
   
2,796,263
 
$
0.35
 
Effect of Dilutive Securities: Stock Options
         
119,914
   
 
Diluted Earnings per Share
 
$
969,376
   
2,916,177
 
$
0.33
 



 
  9  

 
Note 5: Other Comprehensive Income

   
3/31/2005
 
3/31/2004
 
Unrealized gains (losses) on
 
$
(655,258
)
 
143,290
 
available-for-sale securities
             
Less: Reclassification adjustment for
             
realized (gains) losses included in income
   
(195,788
)
 
(177,957
)
Other comprehensive income (loss),
             
before tax effect
   
(851,046
)
 
(34,667
)
Tax expense (benefit)
   
(314,887
)
 
(12,827
)
OTHER COMPREHENSIVE INCOME (LOSS)
 
$
(536,159
)
 
(21,840
)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The primary function of the Company has been to monitor its investment in the Bank. As a result, the results of operations of the Company are derived primarily from operations of the Bank. The Bank’s results of operations are primarily dependent on net interest margin, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. The Bank’s income is also affected by the level of its noninterest expenses, such as employee salaries and benefits, occupancy expenses and other expenses. The following discussion reviews the Company’s financial condition as of March 31, 2005, and the results of operations for the three months ended March 31, 2005 and 2004. In 2003 and in conjunction with the Ba nk’s conversion to a state-chartered trust company with banking powers, the Company decided to change its fiscal year end from June 30 to a calendar year end of December 31. The Company reported a six-month transition period ended December 31, 2003 in order to change to this new calendar year end.

The discussion set forth below, as well as other portions of this Form 10-Q, may contain forward-looking comments. Such comments are based upon the information currently available to management of the Company and management’s perception thereof as of the date of this Form 10-Q. When used in this Form 10-Q, 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.

Financial Condition

The Company’s total assets increased $8,960,297 (2%) from $440,596,528 as of December 31, 2004, to $449,556,825 as of March 31, 2005.

Cash and cash equivalents decreased $7,258,703 (46%) from $15,896,458 as of December 31, 2004, to $8,637,755 as of March 31, 2005. The decrease is primarily due to a smaller amount of uncollected funds on deposit with a correspondent bank as of March 31, 2005, compared to December 31, 2004.
Securities available-for-sale decreased $851,908, (6%) from $15,101,768 as of December 31, 2004, to $14,249,860 as of March 31, 2005. The Bank currently holds 65,000 shares of Federal Home Loan Mortgage Corporation ("FHLMC") stock with an amortized cost of $63,651 in the available-for-sale category. As of March 31, 2005, the gross unrealized gain on the FHLMC stock was $4,044,350, a decrease from $4,945,012 as of December 31, 2004.


 
  10  

 

Securities held-to-maturity decreased primarily due to principal repayments by $90,643 (7%) from $1,305,158 as of December 31, 2004, to $1,214,515 as of March 31, 2005.

Stock in Federal Home Loan Bank of Des Moines ("FHLB") decreased by $97,900 (2%), due to the sale of such stock necessary to meet FHLB requirements.

Net loans receivable increased by $18,521,499 (5%) from $388,742,792 as of December 31, 2004, to $407,264,291 as of March 31, 2005. Commercial real estate loans increased by $11,759,013 (12%) from $97,549,770 as of December 31, 2004, to $109,308,783 as of March 31, 2005. The Bank plans to continue its emphasis on commercial lending. In addition, the Bank is selling conforming loans on single family residences, while in some cases retaining the servicing rights. As a result, permanent mortgage loans secured by both owner and non-owner occupied residential real estate decreased by $5,385,768 (5%), while residential loans sold decreased by $330,489. Loans held for sale decreased $1,174,493 (33%) to $2,416,043 as of March 31, 2005, compared to $3,590,536 at December 31, 20 04. The Bank continued to be active in construction lending. Construction loans increased by $11,138,809 (25%) to $56,229,067 as of March 31, 2005, compared to $45,090,258 as of December 31, 2004. See discussion under "Quantitative and Qualitative Disclosure about Market Risk - Asset/Liability Management." Loan growth is anticipated to continue and represents a major part of the Bank’s planned asset growth.

Allowance for loan losses increased $202,644 (4%) from $4,536,654 as of December 31, 2004 to $4,739,298 as of March 31, 2005. The allowance increased due to the provision for loan losses of $225,000 recorded during this period exceeding net loan charge-offs of $22,356 during this period. Management of the Company decided to increase the allowance for loan losses by this provision charge primarily as a result of the continued growth of the Bank’s loan portfolio, particularly its commercial loan portfolio. See discussion under "Results of Operations - Comparison of Three Month Periods Ended March 31, 2005 and 2004 - Provision for Loan Losses." The allowance for loan losses as of March 31, 2005 and December 31, 2004 was 1.20% and 1.16%, respectively, of average net loans outstanding. As of March 31, 2005, the allowance for loan losses was 150% of impaired loans compared to 75% as of December 31, 2004.

Premises and equipment decreased $51,254 (1%) from $7,188,867, as of December 31, 2004 to $7,137,613 as of March 31, 2005, primarily due to depreciation recognized on these assets.
Deposits increased $5,692,867 (2%) from $296,387,742 as of December 31, 2004, to $302,080,609 as of March 31, 2005. For the three months ended March 31, 2005, checking and savings accounts increased by $1,982,900 (2%) and certificates of deposits increased by $3,709,966 (2%). The increase in certificates of deposit was primarily due to an increase in internet certificates of deposit of $2,178,000 (25%) during the period. See also the discussion under "Quantitative and Qualitative Disclosure about Market Risk - Asset/Liability Management."

FHLB advances increased by $4,000,000 (4%) from $100,000,000 as of December 31, 2004, to $104,000,000 as of March 31, 2005, due to new advances exceeding repayments. These funds were primarily used to fund new loans.
As a part of management’s review of available funding, management continually evaluates the cost of FHLB advances and the cost of the national brokered certificate of deposit market versus retail certificates of deposit in the local market. The aggregate of brokered certificates of deposit include both the cost of the interest paid to the depositor and the fee paid to the broker. At times, the all-inclusive cost of brokered certificates of deposit is less than the marginal cost of increasing local retail certificate of deposits. Management believes a combination of these three sources of funds will provide the lowest cost long-term funding.

Advances from borrowers for taxes and insurance increased $263,291 (97%) from $271,796 as of December 31, 2004, to $535,087 as of March 31, 2005 due to the timing of payment of real estate taxes.


 
  11  

 

Stockholders’ equity (including unrealized appreciation on securities available-for-sale, net of tax) decreased $1,075,406 (3%) from $40,773,263 as of December 31, 2004, to $39,697,857 as of March 31, 2005. This decrease was due to several factors. The Company’s net income during this period was $1,214,774 which was partially offset by dividends in the amount of $450,634 which were declared on March 16, 2005 and paid on April 14, 2005, to stockholders’ of record as of March 30, 2005. In addition, the increase in stockholders’ equity was further offset as the Company repur chased 69,708 shares of treasury stock at an aggregate cost of $1,622,953 (an average cost of $23.28 per share) and a decreease in unrealized appreciation on available for sale securities, net of taxes, of $536,159 during this period. As of March 31, 2005, 115,377 shares of the Company’s common stock remain to be repurchased under the repurchase plan announced by the Company on November 22, 2002. On a per share basis, stockholders’ equity decreased from $14.45 as of December 31, 2004 to $14.32 as of March 31, 2005.

Average Balances, Interest and Average Yields

The Company’s profitability is primarily dependent upon net interest income, which represents the difference between interest and fees earned on loans and debt and equity securities, and the cost of deposits and borrowings. Net interest income is dependent on the difference between the average balances and rates earned on interest-earning assets and the average balances and rates paid on interest-bearing liabilities. Non-interest income, non-interest expense, and income taxes also impact net income.

The following table sets forth certain information relating to the Company’s average consolidated statements of financial condition and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense annualized by the average balance of assets or liabilities, respectively, for the periods shown. Average balances were derived from average daily balances. The average balance of loans includes loans on which the Company has discontinued accruing interest. The yields and costs include fees which are considered adjustments to yields. All dollar amounts are in thousands.


 
  12  


   
Three Months ended 3/31/2005
 
Three Months ended 3/31/2004
 
   
Average Balance
 
Interest
 
Yield / Cost
 
Average Balance
 
Interest
 
Yield / Cost
 
ASSETS
                         
Interest-earning:
 
 
         
 
         
Loans
 
$
396,194
   
5,727
   
5.78
%
$
339,346
   
4,719
   
5.56
%
Investment securities
   
9,915
   
96
   
3.87
%
 
10,267
   
68
   
2.65
%
Other assets
   
11,837
   
78
   
2.64
%
 
14,785
   
54
   
1.46
%
Total interest-earning
   
417,946
   
5,901
   
5.65
%
 
364,398
   
4,841
   
5.31
%
Noninterest-earning
   
20,456
               
20,170
             
   
$
438,402
             
$
384,568
             
LIABILITIES AND STOCKHOLDERS’ EQUITY
                             
Interest-bearing:
                                     
Savings accounts
 
$
15,179
   
42
   
1.11
%
$
16,979
   
34
   
0.80
%
Transaction accounts
   
87,203
   
290
   
1.33
%
 
74,660
   
163
   
0.87
%
Certificates of deposit
   
171,560
   
1,227
   
2.86
%
 
124,269
   
956
   
3.08
%
FHLB Advances
   
96,992
   
894
   
3.69
%
 
108,769
   
896
   
3.30
%
Other borrowed funds
   
1,038
   
4
   
1.54
%
 
784
   
1
   
0.51
%
Total interest-bearing
   
371,972
   
2,457
   
2.64
%
 
325,461
   
2,050
   
2.52
%
Noninterest-bearing
   
25,636
               
20,660
             
Total liabilities
   
397,608
               
346,121
             
Stockholders’ equity
   
40,794
               
38,447
             
   
$
438,402
             
$
384,568
             
Net earning balance
 
$
45,974
             
$
38,937
             
Earning yield less costing rate
               
3.01
%
             
2.79
%
Net interest income, and net yield spread
                                     
on interest earning assets
       
$
3,444
   
3.30
%
     
$
2,791
   
3.06
%
Ratio of interest-earning assets to
                                     
interest-bearing liabilities
         
112
%
             
112
%
     

Results of Operations - Comparison of Three Month Periods Ended March 31,
2005 and 2004

Net income for the three months ended March 31, 2005 was $1,214,774 as compared to $969,376 for the three months ended March 31, 2004, which represents an increase in earnings of $245,398 (25%) for the three month period ended March 31, 2005.

Interest Income

Total interest income for the three months ended March 31, 2005, increased $1,059,802 (22%) as compared to the three months ended March 31, 2004. For the three month period ended March 31, 2005 compared to the same period in 2004, the average yield on interest earning assets increased 34 basis points to 5.65%, and the average balance of interest earnings assets increased approximately $53,548,000.

Interest Expense

Total interest expense for the three months ended March 31, 2005, increased $406,910 (20%) when compared to the three months ended March 31, 2004. For the three month period ended March 31, 2005, the average cost of interest bearing liabilities increased 12 basis points to 2.64%, and the average balance of interest bearing liabilities increased approximately $46,511,000 when compared to the same period in 2004.



 
  13  

Net Interest Income

Net interest income for the three months ended March 31, 2005, increased $652,891 (23%) when compared to the same period in 2004. The average balance of interest earning assets increased by approximately $7,037,000 more than the average balance in interest bearing liabilities increased when comparing the three month period ended March 31, 2005 to the same period in 2004. In addition, for the three month period ended March 31, 2005, the earning yield minus the costing rate spread increased 22 basis points to 3.01% when compared to the same period in 2004.

Provision for Loan Losses

Based primarily on the continued growth of the commercial loan portfolio, management decided to increase the allowance for loan losses through a provision for loan loss of $225,000 for the three months ended March 31, 2005, compared to $188,830 for the same period in 2004, representing an increase of 19%. 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 anticipates the need to continue increasing the allowance for loan losses through charges to the provision for loan losses as anticipated growth in the Bank’s loan portfolio increases or other circumstances warrant. 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.

Noninterest Income

Noninterest income increased $30,626 (4%) for the three months ended March 31, 2005 when compared to the three months ended March 31, 2004. The increase for the three months ended March 31, 2005 was primarily due to increases in late charges and other fees, gain on sale of loans, gain on sale of investments and other income, which were partially offset by a decrease in service charges as discussed below.

Gain on sale of loans increased $20,336 (17%) for the three months ended March 31, 2005 when compared to the same periods in 2004, which was a result of an increase in the amount of loans sold on the secondary market during the three months ended March 31, 2005, compared to the same period in 2004.

Gain on sale of investments increased $17,831 (10%) for the three months ended March 31, 2005 when compared to the same period in 2004. This increase was due to an increase in the FHLMC stock price. During the three months ended March 31, 2005 the Bank sold 3,000 shares of FHLMC stock resulting in a profit on sale of $195,788, during the same period in 2004 the Bank sold 3,000 shares of FHLMC stock resulting in a profit on sale of $177,957.

Late charges and other fees increased $17,845 (24%) for the three months ended March 31, 2005 when compared to the same period in 2004. This increase was partially due to an increase of $9,220 on late charges collected on loans during the three month period ended March 31, 2005, when compared to the same period in 2004. In addition, during the three month period ended March 31, 2005, the Bank’s originated mortgage servicing rights ("OMSR") amortization expense was $51,966 compared to $63,204 during the same period in 2004. Also, during the three month period ended March 31, 2004, OMSR impairment loss adjustment was a charge off of $9,558 compared to a charge off of $0 during the same period in 2005.
 
Other income increased $25,073 (55%) for the three months ended March 31, 2005 when compared to the same period in 2004. This increase was primarily due to an increase in the amount of ATM fees collected during the three months ended March 31, 2005, compared to the same period in 2004.

Service charges on transaction accounts decreased by $59,247 (13%) during the three months ended March 31, 2005 when compared to the same period in 2004. This is a result in a decrease in the amount of "non-sufficient funds" and overdraft fees collected during this three month period when compared to the same period in 2004. This decrease is a result of fewer "non-sufficient funds" checks presented per account during the three month period ended March 31, 2005, compared to the same period in 2004.


 
  14  


Noninterest Expense

Noninterest expense increased $134,376 (7%) for the three months ended March 31, 2005 when compared to the three months March 31, 2004. The increase for the three months ended March 31, 2005 was primarily due to increases in salaries and employee benefits and occupancy, which were partially offset by decreases in advertising and data processing as discussed below.

Salaries and employee benefits increased $146,229 (13%) for the three months ended March 31, 2005 when compared to the same period in 2004. This increase was due to several factors, including additions in executive and staff positions, pay increases to existing employees and increases in employee benefit costs during the three month period ended March 31, 2005 when compared to the same period in 2004.

Occupancy expense increased $54,328 (19%) for the three months ended March 31, 2005 when compared to the same period in 2004. There were increases in expenses related to building repair and maintenance, furniture and fixtures repair and maintenance, furniture and fixture depreciation and property taxes for the three months ended March 31, 2005 when compared to the same period in 2004.

Data processing expense decreased $33,057 (27%) for the three months ended March 31, 2005 when compared to the same period in 2004. This decrease was primarily due to the Bank’s decision to terminate their relationship with a third-party vendor that provided data processing services during 2004.

Advertising expense decreased $49,863 (63%) for the three months ended March 31, 2005 when compared to the same period in 2004. This decrease was primarily due to the Bank’s decision to discontinue a direct mail advertising promotion during 2004.

Provision for Income Taxes
There was an increase of $267,574 (61%) in the provision for income taxes for the three months ended March 31, 2005 as compared to the same period in 2004. This increase was due to the increase of $512,972 in before tax income for the three months ended March 31, 2005, compared to the same period in 2004 and an increase in the effective tax rate.
Nonperforming Assets

The allowance for loan losses is calculated based upon an evaluation of pertinent factors underlying the various types and quality of the Bank’s existing loan portfolio. When making such evaluation, management considers such factors as the repayment status of its loans, the estimated net realizable value of the underlying collateral, borrowers’ intent (to the extent known by the Bank) and ability to repay the loan, local economic conditions and the Bank’s historical loss ratios. The Bank’s allowance for loan losses as of March 31, 2005, was $4,739,298 or 1.2% of average net loans receivable. Total assets classified as substandard, doubtful or loss as of March 31, 2005, were $5,669,776 or 1.3% of total assets. In connection with a normal regulatory e xamination by the Federal Deposit Insurance Corporation in February 2004, the Bank identified and reclassified a group of approximately 150 loans secured by single family residences, totaling approximately $9.4 million, because it was deemed that the loan files relating to these loans did not contain sufficient information to effectively evaluate the credits. As of March 31, 2005, $3,860,655 of the assets classified as substandard were attributed to this group of loans. Management considered nonperforming and total classified assets in evaluating the adequacy of the Bank’s allowance for loan losses.


 
  15  

 

The ratio of nonperforming assets to total assets is another useful tool in evaluating exposure to credit risk. Nonperforming assets of the Bank include nonperforming loans (nonaccruing loans) and assets which have been acquired as a result of foreclosure or deed-in-lieu of foreclosure. All dollar amounts are in thousands.
   
3/31/2005
 
12/31/2004
 
12/31/2003
 
Nonperforming loans
 
$
506
   
1,007
   
743
 
Real estate acquired in settlement of loans
   
40
   
78
   
6
 
Total nonperforming assets
 
$
546
   
1,085
   
749
 
                     
Total nonperforming assets as a percentage of total assets
   
0.12
%
 
0.25
%
 
0.19
%
Allowance for loan losses
 
$
4,739
   
4,537
   
3,886
 
Allowance for loan losses as a percentage of average net loans
   
1.20
%
 
1.16
%
 
1.17
%

Liquidity and Capital Resources

The Bank’s primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, proceeds from maturing investment securities and extensions of credit from FHLB. While scheduled loan and security repayments and the maturity of short-term investments are somewhat predictable sources of funding, deposit flows are influenced by many factors, which make their cash flows difficult to anticipate.

The Bank uses its liquidity resources principally to satisfy its ongoing commitments which include funding loan commitments, funding maturing certificates of deposit as well as deposit withdrawals, maintaining liquidity, purchasing investments, and meeting operating expenses. As of March 31, 2005, the Bank had approximately $11,056,000 in commitments to originate mortgage and commercial loans. These commitments will be funded through existing cash balances, cash flow from operations and, if required, FHLB advances. Management believes that anticipated cash flows and deposit growth will be adequate to meet the Bank’s liquidity needs.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management

The goal of the Bank’s asset/liability policy is to manage interest rate risk so as to maximize net interest income over time in changing interest rate environments. Management monitors the Bank’s net interest spreads (the difference between yields received on assets and paid on liabilities) and, although constrained by market conditions, economic conditions, and prudent underwriting standards, the Bank offers deposit rates and loan rates designed to maximize net interest income. Management also attempts to fund the Bank’s assets with liabilities of a comparable duration 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 B ank’s current net interest income may not be an indication of future net interest income.

As a part of its asset and liability management strategy and throughout the past several years, the Bank has continued to emphasize the origination of adjustable-rate, one- to four-family residential loans and adjustable-rate or relatively short-term commercial real estate, commercial business and consumer loans, while originating fixed-rate, one- to four-family residential loans primarily for immediate resale in the secondary market on either a service-retained basis or service-released basis. This allows the Bank to serve the customer’s needs and retain a banking relationship with respect to such fixed-rate residential loans, while limiting its exposure to the risk associated with carrying a long-term fixed-rate loan in its loan portfolio.

The Bank is also managing interest rate risk by the origination of construction loans. As of March 31, 2005, such loans made up 13.8% of the net loans receivable and continue to account for a larger portion of the Bank’s existing portfolio. In general, these loans have higher yields, shorter maturities and greater interest rate sensitivity than other real estate loans.

The Bank constantly monitors its deposits in an effort to decrease their 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, 2004, the Bank’s savings accounts, checking accounts, and money market deposit accounts totaled $127,351,296 or 43% of its total deposits. As of March 31, 2005, these accounts totaled $129,334,196 or 43% of the Bank’s total deposits. The Bank believes, based on historical experience, that a substantial portion of such accounts represents non-interest rate sensitive core deposits.


 
  16  

 

Interest Rate Sensitivity Analysis

The following table sets forth as of March 31, 2005 management’s estimates of the projected changes in net portfolio value ("NPV") in the event of 100, 200, and 300 basis point ("bp") instantaneous and permanent increases and 100, 200 and 300 basis point instantaneous and permanent decreases in market interest rates. Dollar amounts are expressed in thousands.

BP Change
 
Estimated Net Portfolio Value
 
NPV as % of PV of Assets
 
in Rates
 
$ Amount
 
$ Change
 
% Change
 
NPV Ratio
 
Change
 
+300
 
$
34,560
 
$
(5,961
)
 
-15
%
 
8.58
%
 
-1.31
%
+200
   
37,560
   
(2,961
)
 
-7
%
 
9.27
%
 
-0.62
%
+100
   
39,619
   
(902
)
 
-2
%
 
9.72
%
 
-0.16
%
NC
   
40,521
   
-
   
-
   
9.89
%
 
-
 
-100
   
40,837
   
316
   
1
%
 
9.90
%
 
0.02
%
-200
   
40,845
   
324
   
1
%
 
9.85
%
 
-0.04
%
-300
   
41,001
   
480
   
1
%
 
9.82
%
 
-0.06
%

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.

Management cannot predict future interest rates or their effect on the Bank’s NPV in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV. 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 adjustable-rate loans, 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 portfolio could decrease in future periods due to refinancing activity if market interest rates remain steady in the future. Further, in the event of a change i n 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 (the "Board") is responsible for reviewing the Bank’s asset and liability policies. The Board meets quarterly to review interest rate risk and trends, as well as liquidity and capital ratios and requirements. The Bank’s management is responsible for administering the policies and determinations of the Board with respect to the Bank’s asset and liability goals and strategies.



 
  17  


Item 4. Controls and Procedures

(a) The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act")) that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2005.

(b) There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



 

 
  18  

 


PART II

Item 1.    Legal Proceedings
None.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the repurchase activity of the Company’s common stock during the Company’s first quarter ended March 31, 2005.

ISSUER PURCHASE OF EQUITY SECURITIES

Period
 
(a) Total Number of Shares Purchased
 
(b) Average Price Paid per Share
 
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
 
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
 
January 1, 2005 to January 31, 2005
   
17,052
   
23.44
   
17,052
   
168,033
 
February 1, 2005 to February 28, 2005
   
5,851
   
23.27
   
5,851
   
162,182
 
March 1, 2005 to March 31, 2005
   
46,805
   
23.23
   
46,805
   
115,377
 
Total
   
69,708
   
23.28
   
69,708
   
 

(1)   The Company has a repurchase plan which was announced on November 22, 2002. This plan authorizes the purchase by the Company of 300,000 shares of the Company’s common stock. There is no expiration date for this plan. There are no other repurchase plans in effect at this time.

Item 3.    Defaults Upon Senior Securities
Not applicable.

Item 4.    Submission of Matters to a Vote of Common Security Holders
None.

Item 5.    Other Information
None.

Item 6.    Exhibits
11. Statement re computation of per share earnings (set forth in "Note 4: Earnings Per Share" of
the Notes to Condensed Consolidated Financial Statements (unaudited))
31(i).1 Certification of the Principal Executive Officer pursuant to Rule 13a -14(a) of the Exchange Act
31(i).2 Certification of the Principal Financial Officer pursuant to Rule 13a - 14(a) of the Exchange Act
32.1 CEO certification pursuant to Rule 13a - 14(a) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2 CFO certification pursuant to Rule 13a - 14(a) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Guaranty Federal Bancshares, Inc.


Signature and Title    Date

/s/ Shaun A. Burke     May 12, 2005      
Shaun A. Burke
President and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)



/s/ Bruce Winston                                 May 12, 2005
Bruce Winston       
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)































 



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